As a full service corporate law firm, Anjarwalla & Khanna offers pragmatic commercial advice and innovative solutions to investors, lenders and government agencies on the legal and regulatory framework governing licensing, investment and public private partnerships. Our Projects and Infrastructure team draws from a variety of various practice areas when required to handle all aspects of complex power transactions. Having worked on a number of energy deals, the Team has a significant track record, including being a key legal adviser participating in all aspects of the transaction on the Lake Turkana Wind Power Project (winner of the PFI African Renewable deal of the year 2014 award), 3 Menengai geothermal power projects, the Triumph Thermal Power Plant and the Kipeto Wind Power Generation Facility. The firm has the in-house expertise to advise on all aspects of project development and finance, from negotiations of all government concessions and offtake contracts, constructions and O&M contracts, fuel supply contracts, tax and equity structuring and debt finance. The firm also has a productive working relationship with the Ministry of Energy and Petroleum, the National Treasury, KPLC and KETRACO, which allows us to actively engage with the public sector to address various government and public sector associated risks that would render projects unbankable if not adequately addressed.
Matters in this sector include:
- Acting for the sponsors of the 300MW Turkana wind power project, the largest power generation project in Kenya and designed to provide at least 17% of the country’s power demand, including structuring, negotiating and drafting the equity financing agreements with Alywych, Norfund, Finn Fund, IFU and Vestas, guarantees by the Government of Kenya (GoK) and the ADF, advising on the debt financing with nine funders including AFDB, EADB, and Standard Bank, reviewing and negotiating various engineering, procurement and supply agreements with Vestas, Siemens and others in connection with road and village construction, advising on the financing of a 400 km power transmission line as well as on land acquisitions and all regulatory matters relating to the project including interface with the Ministry of Finance, Ministry of Energy, the Kenya Revenue Authority, the Competition Authority and the Attorney General’s office.
- Acting for Triumph Power in connection with the development of an 81MW thermal power plant in Athi River, Kenya, including drafting and negotiating the EPC contract and the O+M agreements with XJ International (a subsidiary of the China State Grid Corporation), a bankable 20 year power purchase agreement with KPLC, a support letter by the Government of Kenya (GoK) and a partial risk guarantee with the International Development Association to secure an irrevocable on-demand letter of credit issued by JP Morgan to mitigate against any off-taker payment default. A&K also advised on all debt financing arrangements, including drafting and negotiating a USD 102 million loan agreement for the construction and operation of the power plant with Standard Bank of South Africa and Industrial and Commercial Bank of China (as mandated lead arrangers and lenders) and negotiating all ancillary agreements such as a debenture, charge over land, sponsor subscription deed, accounts agreement and hedging agreement. MIGA provided the lenders with relevant guarantees to secure their lending for this project.
- Acting for the sponsors on three separate geothermal power projects in Menengai in the Great Rift Valley, Kenya which in the aggregate will generate 100MW and cost approximately USD 250 million, including drafting, negotiating and concluding power purchase agreements with KPLC, project implementation and steam supply contracts with Geothermal Development Company (the government owned entity responsible for drilling 1,400 steam wells to generate 5,000MW of power) (GDC), project guarantees with ADF to secure KPLC and GDC payment risk; drafting and negotiating the EPC, O&M and related construction and other agreements. The sponsors of these three projects include (i) Quantum Power (a leading international power developer); (ii) a consortium comprising Ormat (a leading international geothermal developer), Transcentury (a leading Kenyan infrastructure company) and Symbion Power (a leading international power developer); and (iii) Sosian Energy (a local power developer).
- Acting for Africa Infrastructure Investment Fund, General Electric and the International Finance Corporation, sponsors of a 100MW wind powered generation facility in Kipeto, Kajiado, the second largest wind project in Kenya, including drafting and negotiating the power purchase agreement on a take or pay basis with Kenya Power and Lighting Company, the Government of Kenya’s support letter and other government related contracts as well as advising on land matters and construction agreements.
- Acting for Elicio NV and International Finance Corporation among others, the sponsors of a 90MW wind powered generation farm in Mpeketoni, Lamu on the coast of Kenya, owned by Electrawinds, including reviewing and negotiating the power purchase agreement on a take or pay basis with the Kenya Power and Lighting Company (KPLC) and advising on various equity, land, management and regulatory matters.
- Acting for Export-Import Bank of China in connection with its financing to the Government of Kenya and Kenya Power & Lighting Company (a parastatal) for a the Nairobi, Kenya 132KV and 66KV Network Upgrade and Reinforcement Power Plant, including analysing the project’s deal structure and identifying material issues under governing Kenyan law and regulations, in particular with respect to the regulatory matters triggered by virtue of the governmental status of the borrowers, drafting and negotiating escrow related agreements and certain assignments and obtaining all local registration and regulatory clearances. This is one of the first transactions in the Kenyan government/energy sector for China.
- Acting for Biojoule Kenya, a biogas electricity producer plant located on a 800 hectare Gorge Farm near Lake Naivasha Kenya, on the production of 2.6 MW of power supply from crop waste, including reviewing and negotiating power purchase agreements with Kenya Power and Lighting Company (KPLC) and large private farms in Naivasha and advising on various regulatory and land related matters.
- Advising Black Energy on the structuring and setup of a proposed public private partnership with the Government of Kenya for the management and processing of solid and liquid waste generated in Nairobi for use in the production of electrical energy.
- Acting for a subsidiary of Astonfield Group, a leading provider of renewable energy in emerging markets, on its development of a 10MW biomass plant and 5MW Solar Photo Voltaic plant both in West Bengal, India, and a 54MW municipal solid waste-to-energy project based in Dhapa, India, as well as advising on the implementation of their overall African strategy, renewable energy policy and corporate organization.
- Acting for Sithe Global Power, an international electric generation firm with over 7,000 MW operating or in development, in connection with the proposed project by Kenya Electricity Generating Company Limited (KenGen) for the establishment of a 600 MW coal project and an associated port landing facility in Mombasa.
- Advising African Energy Corporation, the local sponsor of The Noun-Wouri Hydropower Project in Cameroon, on the framework for a key project joint venture with Chancellor House Holdings, a large, private South African mining company and Royal HaskoningDHV, an international engineering and project management company.
- Acting for a number multinationals bidding on the financing, design, development, construction, installation, operation and maintenance of one of the first PPP projects in Kenya, the 140MW Olkaria VI Geothermal Project, which will include the establishment of a joint venture company and steam supply arrangement with Kenya Electricity Generating Company, an electricity off-take arrangement with Kenya Power & Lighting Company Limited, and a post-completion transfer of project infrastructure to Kenya Electricity Transmission Company.