AMYN MUSSA | PARTNER | ANJARWALLA & KHANNA
Amyn Mussa is a Partner and the head of Projects & Infrastructure department at A&K, and is generally considered the leading energy and projects lawyer in the country. Amyn is the only lawyer in Kenya ranked in Band 1 in the projects and Energy category by Chambers Global 2019. He specialises in energy, projects, infrastructure, natural and renewable resources, as well as real estate and privatisation. Under Amyn’s leadership, A&K has developed a dynamic and market-leading energy and projects practice and is regularly engaged on the most significant power, infrastructure, large scale real estate development and natural resources projects in Kenya. Amyn is involved in advising on, drafting and negotiating construction and O&M contracts; advising on government contract work, including drafting and negotiating concession agreements, PPAs and offtake agreements; structuring debt financing for clients; structuring project equity financing, including all operative agreements such as share purchase agreements, shareholder agreements and share subscription agreements; structuring unique partial risk guarantees and developing political risk guarantee products for clients (covering a variety of risks, including non-payment, termination compensation, associated infrastructure and fuel risk) with counter parties such as MIGA, IDA, ATI, ADF and Government of Kenya; and providing project-related advice on land acquisitions and all regulatory matters; amongst other work
Amyn has led training seminars on PPPs, project finance, energy and infrastructure projects for international developers, financiers and government officials in Ethiopia, Rwanda and Kenya. Amyn was also one of the international experts who provided advice on a PPA Handbook produced by the USA’s Commercial Law Development Program and USAID as part of President Obama’s Power Africa Initiative which aims to increase Africa’s access to electrical power.
Amyn advises primarily on sponsor/developer engagements with clients such as Actis, AIIM, Bechtel, DP World, Quantum Power, Ormat, Engie, Globeleq, Mota-Engil, IFC Infraventures, Elicio, Tullow, Africa Oil, Kenya Commercial Bank and Lake Turkana Wind Power Company amongst others. Amyn’s notable new clients include Kenya Airways, Tembo Power, AVIC, Telkom Kenya, Berkeley Energy, Metier, BBOX, Fujita Corporation, Petredec, among others. Amyn is currently developing a cross border projects practice as evidenced by acting for Berkeley Energy in connection with its proposed acquisition of seven power generation and development assets from Tozzi Renewable Energy in Madagascar. With over 20 years of experience, Amyn has been described as “one of the leading lawyers in energy work in Kenya.”
MEMBERSHIP IN PROFESSIONAL SOCIETIES
1999: Post graduate Diploma in Law, Kenya School of Law
1995: Doctor of Jurisprudence (J.D.), University of Houston School of Law, USA
1991: Bachelor of Business Administration (Major-Finance), University of Houston, USA
2000 – DATE: Partner, Anjarwalla & Khanna, Nairobi
1998 – 2000: Legal Officer, Unicof Group of Companies
1996 – 1997: Legal Assistant, Anjarwalla Abdulhusein & Co. Advocates
1994: Legal Intern, Roberts, Markel, Folger & Powers LLP, Texas, USA
AWARDS AND ACCOLADES
- Amyn Mussa is the only Kenyan Lawyer ranked Band 1 in the Projects and Energy category and clients highly regard him, noting that “Amyn is without a doubt the best lawyer in the Kenyan power sector” and “on the energy side, there’s no one in the local market who compares to Amyn”. – Chamber Global 2019.
- Amyn has been recognised as ‘Highly regarded’ in the areas of Banking, Energy and Infrastructure, M&A, Project Development and Project Finance by 1FLR1000 in 2019.
- Clients highly regard Amyn, noting that he is the “best lawyer in the Kenyan power and utilities market” and “on the sponsor side, no one compares to him”. – Chamber Global 2018.
- “Amyn Mussa is a leading figure in the Kenyan project finance market, where he is well versed in handling matters across the energy and infrastructure sectors.” – Who’s Who Legal 2019.
- “Amyn Mussa is ‘top notch’, has ‘long-standing experience with Kenyan IPPs’ and ‘is well-regarded by the Kenyan authorities’. – Legal 500 2019.
- Amyn is a ‘Highly Regarded’ lawyer by IFLR1000 2014, 2015, 2016, 2017 and 2018.
- Amyn was voted one of the best Corporate Lawyers in Kenya by Best Lawyers International in 2015, the oldest and most respected worldwide legal peer review guide.
- Amyn has been ranked by Chambers Global 2016 and 2017 as a ‘notable practitioner’ in Corporate and Commercial.
- “Amyn is praised for his energy and projects expertise.” Chambers Global 2015.
- ‘’Amyn is highly appreciated for his energy and natural resources expertise, with substantial experience in both project finance and commercial deals.” Chambers Global 2014.
- ‘’Amyn Mussa leads much of the firm’s work in the burgeoning energy sector, and is described as ‘one of the leading guys in energy work in Kenya’.” Chambers Global 2013.
AREAS OF EXPERTISE
- Energy, Natural and Renewable Resources
- Projects and Infrastructure
- Real Estate and Construction
- Acting for the sponsors of the 310MW Turkana Wind Power Project (the largest power generation project in Kenya, designed to provide at least 30% of the country’s power demand) including, structuring and negotiating the equity financing with Alywych, Norfund, FinnFund, IFU and Vestas and a bankable 20-year power purchase agreement on a take or pay basis with Kenya Power and Lighting Co. (KPLC); negotiating a credit enhancement package with KPLC, GoK, and the ADF; advising on the debt financing with AFDB, Standard Bank of South Africa, NEDBANK, EIB, DEG, Proparco, Eksport Kredit Funden, PTA Bank, and EADB; reviewing and negotiating various engineering, procurement and supply agreements (EPC) with Vestas, Siemens, Civicon and Seco; as well as advising on land acquisitions and all regulatory matters, including interface with the Ministry of Finance, Ministry of Energy, Kenya Revenue Authority, Competition Authority and Attorney General’s office. This transaction was awarded the African Renewables Deal of the Year 2014 by both Project Finance International (PFI) and IJGlobal Europe & Africa Awards.
- Acting as legal consultants to City-Yuwa Partners, a Japanese law firm, who have been instructed by Crown Agents, an international development company, to provide legal advisory services in respect of the development, implementation and installation of a medical and hazardous waste processing plant in Nairobi with the project being financed through a government-to-government grant made available by the Government of Japan to the Government of Kenya, including assisting with the preparation of pre-feasibility reports and inception reports; a legal and regulatory due diligence in respect of the proposed project; providing structuring and tax advice; and assisting in the process of selecting the preferred bidder, including preparing the tender documents and all applicable project contracts (such as the construction and O&M agreements).
- Acting for the sponsors on three separate geothermal power projects in Menengai, Kenya which in the aggregate will generate 100MW and cost approximately USD 250 million including, drafting, negotiating and concluding three power purchase agreements with KPLC, three 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), three 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 the sponsor, Triumph Power Generating Company Limited, in connection with the development and financing of an 81MW thermal power plant in Athi River, Kenya including drafting and negotiating a turnkey engineering procurement and construction contract with XJ International Engineering Corporation of the People’s Republic of China (a wholly owned subsidiary of the China State Grid Corporation involved in domestic & international power projects in hydro, coal-fired and oil-fired power generation, transmission and distribution (“XJ”)); drafting and negotiating: a long term operations and maintenance agreement between the project company and XJ, a bankable 20 year power purchase agreement between the project company and KPLC, and a fuel supply agreement; structuring a credit enhancement package for the project company including, drafting and negotiating a PRG Support Agreement and Project Agreement with KPLC, the GoK and the International Development Association in relation to the issuance of an irrevocable on-demand letter of credit by JP Morgan to mitigate against any off-taker payment default as well as the related GoK political risk letter of support; providing legal advice with respect to all debt financing arrangements including: drafting and negotiating a USD 102Million loan agreement to finance the construction and operation of the power plant with The Standard Bank of South Africa and The Industrial and Commercial Bank of China Limited (as mandated lead arrangers and lenders) and negotiating all ancillary agreements including, a debenture and a charge over land as well as other financing contracts such as the sponsor subscription deed, accounts agreement, and hedging agreement.
- Advising Bechtel, one of the world’s largest infrastructure and construction companies, in connection with the construction of the Nairobi – Mombasa Expressway, including advising on all legal and regulatory aspects of the project, such as procurement, roads development, construction law, labour law, financing and fund flow structures, choice of law and dispute resolution clauses, and environmental liability issues.
- Acting for the Government of Kenya on the first ever coal concession (Blocks C and D, Mui Basin) to be granted by the Government to Fenxi Mining Co. Ltd. (China) on a public private partnership basis negotiated and drafted a Benefit Sharing Agreement and Investor Agreement which was signed in December 2013.
- Acting for Africa Infrastructure Investment Managers, 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.
- Advising responsAbility Investments, one of the world’s leading independent asset managers specializing in emerging market investments, in connection with enforceability in Kenya of foreign law governed promissory notes issued by a Kenyan obligor, including reviewing template promissory notes prepared under Luxembourg and Switzerland law, identifying Kenyan law issues and making the necessary amendments, and advising on the capacity of the Kenyan obligors to issue the promissory notes and the enforceability of the promissory notes in Kenya.
- Acting for The East Africa Marine System (TEAMS) Limited and Econet Wireless Kenya Limited (now known as Essar Telecom Kenya Limited), part of the Essar Group of India, in relation to the Public Private Partnership (PPP) between the Government of Kenya and a consortium of East African national and international telecoms service providers and Etisalat of UAE undertaking the construction and operation of a 5000 km underwater fibre optic cable connecting Kenya to Fujairah, UAE. A&K’s role included advising on corporate structuring, telecommunications, privatisation and procurement regulation and drafting, reviewing subscription, loan and shareholding agreements as well as reviewing capacity purchase agreements.
- Representing Actis in connection with its Garden City development, a USD 250 million integrated mixed-use property that will include a 500,000 square feet retail mall, offices, hotel, 600 residential units, businesses and a recreational area. A&K’s role includes preparing and negotiating all land contracts and advising on the legal and financial structuring, management structure to ensure effective integration in view of the mixed-use nature of the project and construction contract with Sinohydro. In addition, A&K is acting for Actis in relation to the construction and purchase of a solar facility to power the Garden City development including negotiation the power purchase agreement.
- Acting for Centum, a leading East African investment and real estate development company listed on the Nairobi Securities Exchange and the Uganda Securities Exchange, on all legal matters in connection with Two Rivers, its five-year, 100-acre, fully-integrated mixed-use development, the largest of its kind in Kenya, including advising on, drafting and negotiating complex corporate, equity and management structures, land acquisitions and dispositions, leasing, debt financing, contracting and subcontracting agreements, tax and regulatory compliance.
- Acting for Tullow Oil, a multinational oil and gas exploration company, in connection with the development of a pipeline in Kenya that will carry oil discovered as a result of drilling in the northern part of Kenya to a port in Mombasa and Lamu and export internationally, including carrying out work on the environmental health, safety and social aspects of the pipeline project and carry out a regulatory review of all applicable laws in Kenya related to the pipeline project and well as the licences, permits and consents required under Kenyan legislation for the pipeline project.
- Acting for Deutsche Investitions-und Entwicklungsgesellschaft mbH (DEG) and Société de Promotion et de Participation pour la Coopération (Proparco), in connection with their principal and mezzanine debt financing of the 40 MW solar power plant being developed by Alten Solar in Kenya, including reviewing all project agreements and government related agreements, conducting due-diligence on various aspects of the project, providing regulatory and other advice on a host of matters regarding the project, and assisting with the review of conditions precedent to bring the project to financial close.
- Acting for one of the largest pension funds in Africa with respect to its investment in a 318MW combined cycle gas turbine electricity generation facility in Tanzania, including undertaking a detailed legal and regulatory review of the power sector in Tanzania and reviewing and providing advice in respect of the key terms and conditions of the power purchase agreement, the implementation agreement, the gas supply agreement and the Government of Tanzania letter of support for the Project.
- Acting for a consortium led by Kiewa Group in a joint venture with the Nairobi County Council for the redevelopment of the Old Ngara Estate within Nairobi City County at an approximate cost of USD 70 million, including undertaking a regulatory review for the project, conducting due diligence on the title for the land, setting up a special purpose vehicle (SPV) for the consortium, drafting a shareholders agreement in relation to the SPV and reviewing the joint venture agreement between the SPV and the Nairobi City County.
- 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 (K) and large private farms in Naivasha and advising on various regulatory and land related matters.
- Acting for Solarjoule, an independent power producer focused on building and managing utility-scale solar PV plants in East Africa, in connection with the development of a 10MWp solar PV power plant in Kenya, including drafting and negotiating a power purchase agreement with KPLC, advising on various legal regulatory issues relating to undertaking a power project in Kenya, and advising on land acquisition issues.
- Acting for Africa Oil Corp., one of the top two holders of exploration blocks in Kenya, on its application to graduate from the Toronto Stock Venture Exchange to the main board of the Toronto Stock Exchange, including conducting due diligence on the company’s production sharing contracts and its interests in Kenyan Blocks 9, 10A, 10BA, 10BB, 12A and13T.
- Advising Tullow Oil, a FTSE 250 oil company with significant East African assets, on current and proposed oil and gas regulation in Kenya on its operations in Kenya, including advising on the country’s new oil and gas regime, reviewing Tullow’s existing production sharing contract, and counselling on other oil and gas matters.
- Advising Renaissance Capital, an emerging markets investment firm with a portfolio of USD 750 million, on a restructuring of its debt portfolio and its 1000 hectares of land holdings, including advising on complex ownership and tax structures involving off shore entities, drafting all documents relating to these structures, undertaking amalgamation and change of user in relation to its properties and advising on the sale of various properties
- Acting as counsel for Sithe Global Power LLC in connection with a proposed project of Kenya Electricity Generating Company Limited (KenGen) to establish a 600 MW coal project and an associated port landing facility in Mombasa.
- Acting on the development of Edenville, a medium-cost housing estate (about 700 units) in Kiambu (on the outskirts of Nairobi), including advising on the purchase of 62 hectares of land, equity and debt raising, drafting and negotiating the subscription, shareholders agreement and project and syndication management agreement, assisting in negotiations with the bankers to provide bridge finance as well as mortgage finance for buyers and drafting the letter of offer and agreement of sale and lease.
- Acting for Dreyan, residential developer, in a medium-cost apartment development comprised of 160 apartments. Our role included advising on the joint venture, company restructuring, site acquisition (negotiating the agreement for sale and registration of the transfer in favour of the development company), structure of the development scheme, financing of the development and drafting of the lease agreement.
- Acting on the structuring and development of Tatu City, a first-of-its-kind development in Kenya that aims to create a new modern urban node outside the CBD that will house both commercial and residential developments on a 1,000 hectare parcel of land. The scope of work included acting on the sales of portions of the property to investors who will develop them. The project will be completed in 10 phases over a period of 8 years and therefore our engagement on the sales is on an ongoing basis.
- Acting for Standard Chartered Bank Kenya in connection with its USD 25million financing for the completion of the construction of the Kempinski Hotel in Nairobi. The transaction included drafting and negotiating all the financing documents including the LMA-based facility agreement and security documents.
- Acting for Lundin Petroleum on its award of a Production Sharing Contract for the exploration and production of oil and gas on Block 10A in North West Kenya.
- Acting for Lundin B.V. which holds an oil and gas concession in Kenya and its associated company Africa Oil Turkana Ltd. (formerly Turkana Drilling Consortium (K) Ltd.), a subsidiary of Africa Oil Corp. in relation to the transfer of oil concessions and re-organisation of the Africa Oil Corp. Group which spans five jurisdictions, namely British Columbia, Bermuda, Netherlands, Ethiopia and Kenya.
- Acting for BNP Paribas on the purchase of Voluntary Emissions Reductions (VERs) generated from large scale Reduced Emissions from Deforestation and Degradation (REDD) carbon projects in Kenya. The seller of VERs has set up various projects in Africa to encourage land conservation and to reduce carbon dioxide emissions from deforestation and forest degradation.
- Acting for OilCom (K) Ltd., an oil marketer in Kenya which is part of the Oilcom group who are leading oil marketers in Tanzania and East Africa, on its acquisition in Kenya of twenty four fuelling stations, aviation fuel and LPG facilities from Total Kenya Ltd. and Total Marketing Kenya Ltd. We were responsible for preparing and negotiating the acquisition agreement and the ancillary documents as well as assisting in the applications for various regulatory approvals.
- Acting for a number of bidders who are large multinational corporations that are bidding to Kenya Electricity Generating Company (KenGen) to undertake the financing, designing, construction, installation, operation and maintenance of a 140MW geothermal power plant in the Olkaria VI Geothermal Power Project. The selected bidder will set up a project company in a joint venture with KenGen. The project company will enter into a steam supply agreement for the supply by KenGen of steam which will be used to generate electricity. The off-taker of the electricity will be Kenya Power & Lighting Company Limited (KPLC), and the project company will enter into a power purchase agreement with KPLC in this regard. The project company will also construct the transmission infrastructure which it will transfer to Kenya Electricity Transmission Company Limited (KETRACO). This is one of the initial projects being undertaken under the new Public Private Partnership regime.
- Acting for XJ International Engineering Corporation Ltd., a leading state-owned group enterprise in China, in connection with a 83 MW heavy fuel oil power generation facility in Athi River, Kenya, including drafting and negotiating various sub-contracts (such as a civil works contracts, mechanical and electrical works contracts, logistics contracts, storage tanks construction contracts and access road construction contracts).
- Acting for Reliance Industries in connection with its acquisition of Gapco including the coordination of a due diligence exercise in Kenya, Uganda, Tanzania, Rwanda and Sudan.
- Acting for Synovate, a leading international marketing research division of Aegis Group Plc, on its acquisition of Steadman Group operations in Kenya and Tanzania.
- Acting for Starfreight Limited on the acquisition of its business by Agility, a global logistics organization.
- Acting for Parmalat on its proposed acquisition of Spin Knit Dairy Ltd., one of the largest dairy companies in Kenya.
- Acting as counsel for the lenders and purchasers on the syndicated financing in relation to the acquisition of Socfinaf Company Ltd. Socfinaf is the largest coffee growing company in Kenya and is the holding company of several subsidiaries including EAGAADS Ltd., listed on the Alternative Investment Segment of the Nairobi Stock Exchange.
- Advising Solvochem Group, a leading international chemicals and solvents distributor, on its acquisition of exclusive distribution rights for Shell solvents, polyols and brake fluids in Eastern Africa as well as taking over logistics infrastructure and chemical terminal in Mombasa, Kenya. Our role included setting up a data room and undertaking due diligence.
- Acting as legal counsel to HSBC Bank PLC in connection with a USD 21 million Sinosure-supported export financing to Kenya Electrical Generating Company Limited (KenGen) to be utilised for the acquisition, installation and commissioning of two geothermal well drilling rigs and associated equipment. The transaction involved, inter alia, reviewing the financing documentation, advising from a Kenyan law perspective, providing a legal opinion with respect to the validity and enforceability of the obligations of the borrower under the financing documents and assisting in drafting and collating of the relevant conditions precedent under the facility agreement.
- Acting for GuarantCo Ltd. in relation to the establishment by Kaluworks of a fixed rate note programme under which Kaluworks has issued certain bonds of a nominal aggregate amount not exceeding Kenyan Shillings one billion to certain persons and pursuant to which GuarantCo agreed to issue a guarantee in favour of Ropat Trust Company Ltd. as note trustee, for the Bondholders, in relation to certain obligations under the bonds.