Anjarwalla & Khanna has an established banking practice, with a dedicated team of three partners, and eleven associates. The firm works on some of the most complex banking and financing transactions, including syndicated finance, project finance, islamic financing, asset financing, sovereign loans, insolvency and restructuring. Our banking team is one of the most highly regarded in the country and increasingly in the East African region by virtue of our cross-border capabilities, dedication to customer service, the quality of advice and our efficiency and responsiveness. Notably, we have also acted on foreign banking deals with no Kenyan-law component, but purely based on Tanzanian and Ugandan laws. A&K currently sits on the panels of fifteen major banks.
Representative matters include:
- Acting for the National Government of Kenya (GOK) in connection with the issue of its USD 2 billion Eurobond – the largest sovereign debut debt issue in Sub-Saharan Africa to date and the 2014 African Deal of the Year at the Global Capital Emerging Markets Bond Awards – as well as its subsequent USD 750 million tap, including advising the GoK on amending existing Kenyan law to allow for such an international issue, advising on all offering documents and issuing an opinion to the joint lead managers on the validity of the transaction.
- Acting for Mohammed Enterprises Tanzania and related companies (MeTL Group), on its USD 175 million borrowing from Rand Merchant Bank, including reviewing and negotiating the LMA governed loan agreement and other transaction documents, assisting with the condition precedents and perfecting the security documents. MeTL Group is one of the largest industrial conglomerates in East Africa, doing business in trading, agriculture, manufacturing, energy and petroleum, financial services, mobile telephony, infrastructure and real estate, transport, logistics and distribution and is Tanzania’s largest home-grown company with annual revenues exceeding $1.5 billion.
- Advising Kakira Sugar, Uganda’s leading producer of sugar, in connection with its loan of USD 15.5 million and UGX 31.3 billion from Standard Chartered Bank, CfC Stanbic Bank and Uganda Development Bank for financing of the construction of an Ethanol Distillery in Uganda, including reviewing the legal documents, such as the facility agreement, intercreditors agreement and security package and conducting negotiations.
- Acting for FirstRand Bank, a Rand Merchant Bank Division, in connection with a financing facility of up to USD 15 million to Centum Investments Company (the borrower) to be enhanced up to USD 35 million subject to the bank’s approval, including carrying out due diligence over Centum’s private equity investment portfolio, preparing loan and security documentation together with the ancillary documentation; perfecting the securities created by the borrower and its affiliate companies; preparing and issuing of a legal opinion on the enforceability in Kenya of the loan, security documentation, the legal, valid and binding nature of the obligations of the borrower under the loan documentation; reviewing the authorizations and capacity of the borrower; and liaising with legal counsel in Tanzania and Mauritius in relation to perfection of the securities issued by the group of companies.
- Acting for the joint receivers and liquidators of Karuturi, one of the Kenya’s largest flower farms, after they were put under receivership and subsequently wound up for failing to pay their debts to creditor, including advising mainly on the powers of a receiver; receivership funding and payment of realizations in receivership; powers, rights and obligations of a liquidator post winding up of a company; and the scope of receivers’ powers following a winding up order and disposition of assets post winding up of a company.
- Advising Kenya Commercial Bank, in connection with islamic financing to Ainushamsi Energy of Murahaba mode of financing under the Bank’s product known as SAHL, including preparing the bank’s documents for Murabaha financing such as the offer letter, the master Murabaha agreement together with the accompanying documentation, agency agreement, declaration, form of Auditor’s letter, form of certificate of authority, form of demand promissory note, offer of acceptance and written request as well as preparing a sharia compliant debenture over all the assets of the client’s associated company.
- Acting for Rift Valley Railways (RVR) the Kenyan and Ugandan operator of the nearly 1,000 kilometre railway connecting the Port of Mombasa with inland East Africa, in connection with its refinancing by international lenders including the International Finance Corporation, KfW, African Development Bank, Equity Bank, Netherlands Development Finance Company and ICF Debt Pool in the amount of USD 181 million, including negotiating with the lenders as well as reviewing and advising on the security package.
- Advising NIC Bank on its takeover of three other banks’ multiple existing lending facilities to T.S.S. Group of Companies, including, conducting due diligence on multiple operating companies in widely varying businesses, negotiating with the exiting banks (Standard Chartered Bank Kenya, Kenya Commercial Bank and the National Bank of Kenya (partial exit)) on the terms of the takeover as well as structuring a security sharing and inter-lender agreement between NIC and NBK.
- Acting for the Mandated Lead Arrangers in connection with their aggregate USD 150 million secured syndicated term and revolving loan facilities to Safaricom, the leading mobile operator in Kenya and managed by Vodafone, including conducting due diligence. This financing was one of the then-largest financings of a private company in Kenya.
- Acting for Ecobank Kenya, in connection with a financing in the amount of EURO 6.7 million to Instalaciones Inabensa, a Spanish entity, for the construction of power transmission lines for interconnection of the electric grids of the Nile Equatorial Lakes Countries Electric Grids Interconnectivity Project, including advising on the impact of Public Private Partnership Act on loan structure and security.
For more information on Anjarwalla & Khanna’s banking and finance expertise, please contact SONAL SEJPAL in Nairobi and AKASH DEVANI in Mombasa.