Our Expertise

Oil and Gas

We know the petroleum business. We are conversant with its peculiar challenges as well the local and international context within which our clients operate. Our experience and solid understanding of the industry equips us to guide our clients through the complexities of the oil and gas industry in Nigeria.

At the core of our Oil and Gas Practice are lawyers with specialist knowledge of the petroleum industry, who have been deeply involved with shaping industry policies and have a track record of advising on the acquisition, development and financing of major oil and gas projects. Members of the team have also held senior positions in multilateral institutions, and in multinational and independent companies, combining the best qualities of in-house and external counsel perspectives of the industry.

We have represented state enterprises, major multinationals, small and large independents, transporters, petrochemical companies, refiners, marketers and service companies on a broad range of matters across the hydrocarbon value chain. Our specialist industry knowledge has proved salutary in rendering strategic advice on the complicated issues that often arise in negotiating oil and gas transactions and projects.

We advise on virtually all aspects of the acquisition of oil and gas assets, and the development, supply, storage, and transportation of crude oil and natural gas. We have drafted, reviewed and negotiated upstream, midstream and downstream agreements and all other types of agreements relevant to the project development including collaboration agreements, terms sheets and other financing documentation. We have also represented clients on both the sale and acquisition side of asset transactions, including privatizations, prepared acquisition and divestiture documents, conducted due diligence review of assets and project risk analysis, and provided legal advisory support with respect to transactions.

We also advise on the structure and content of oil and gas policy and law as well as the regulatory and fiscal regime that governs our clients’ projects. This includes the PSC regime, applicable tax allowances and incentives, environmental laws, local content, and real property law issues. We also advise on regulatory compliance and assist our clients in obtaining required approvals.

Gas Sector Experience

We are project lawyers. Our lawyers have unrivalled combined experience in our jurisdiction in projects such as gas gathering facilities, gas processing plants, gas pipelines, LNG facilities, fertilizer plants and other gas utilization projects. Our work on such projects includes project risk assessment/risk mitigation advice and financing, legal, environmental and regulatory due diligence activity. We are experienced in drafting and reviewing the associated project agreements including gas sales agreements, gas transportation agreements, LNG tolling agreements and EPC agreements.

Our Chief Consultants have had the distinction of acting as lead counsel in a number of significant gas projects and assignments that qualify as “firsts” in the West African region including the first regional gas pipeline in West Africa constructed across four countries and the first Gas-to-Liquids project in Africa.

Another Chief Consultant also has the unique distinction of being at the forefront of major developments in the regulatory and commercial landscape for gas in Nigeria. He prepared the National Gas Policy and the recent policy for domestic gas supply and supporting regulations. He also assisted NNPC and the upstream producers to develop the commercial framework for domestic gas supply, including the establishment of the Gas Aggregation Company of Nigeria (“GACN”) and the development of a model natural gas sale and purchase agreement for the domestic gas sector; and assisted the World Bank in developing the documentation for the Partial Risk (PRG) Guarantee program for gas supply to state-owned power plants in Nigeria. The National Gas Policy and the domestic gas framework remain the foundation stones for the current efforts of the Nigerian government to accelerate the development of gas-fired power stations and other gas-based industries. With these experiences come unique insights and a unique depth of experience to support our clients as they develop groundbreaking projects.

Representative Experience

Members of our team possess the following oil & gas experience:

Policy and Regulatory

  • Prepared regulatory instruments such as the National Gas Policy document, a Downstream Gas Bill, the National Domestic Gas Supply and Pricing Policy and the National Domestic Gas Supply and Pricing Regulations.
  • Assisted with the development of the commercial framework for wholesale gas supply to domestic gas utilization projects in Nigeria
  • Advised on the establishment of the Domestic Gas Aggregator.
  • Advised the Federal Government of Nigeria on the allocation system for the grant of petroleum concessions and cross-border mergers of IOCs operating in Nigeria.

Oil and Gas Mergers & Acquisitions

  • Advising a Fortune 500 IOC on the disposal of all its upstream and midstream investments in Nigeria, a transaction valued at above $1.5 billion.
  • Advising Pan Ocean Oil Corporation on its bid to acquire a number of oil blocks in the current Shell and Chevron divestment bid rounds.
  • Advised Newcross Petroleum Company Limited on the acquisition of a participating interest in OML 283 and 276.
  • Advised Newcross Petroleum Company Limited on farming-in into Egbaoma marginal field in OML 38.
  • Advised Pan Ocean Oil Corporation, on Production Sharing Contracts with the NNPC and a local content vehicle.
  • Advised on the $80m sale of Chevron’s interest in Aje field to EER/FHN following a bid process.
  • Counsel to Helios Investment Partners (a UK based Africa – focused Private Equity Fund) in respect of the proposed $100 million acquisition by Helios Investment Partners of a controlling equity interest in an energy services company.
  • Adviser to Pan Ocean Oil Corporation in respect of its bid for the acquisition of the participating interests of Shell Petroleum Development Company Limited and Total from OML 30. Conducted legal due diligence on the asset and assisted client with negotiations.
  • Advised Newcross Petroleum Limited in the acquisition of OPL 276 and OPL 283 from Centrica Plc. Led the legal team and supervised the preparation of all transaction documentation (Memorandum of Understanding, Shareholders’ Agreement, Heads of Agreement, Technical Service Agreement, etc.).
  • Advising Platform/Newcross Petroleum Joint Venture on the Egbaoma Field in OML 38, in respect of the sale of its 30-mmscf/d gas processing plant to an SPV and the divestment of a controlling stake in the SPV to a third party, including a related wet gas processing and lean gas sale transaction.
  • Advising the shareholders of a Nigerian marginal field company on the acquisition of the company by a Nigerian independent. Advising on the provisions of the marginal field’s farm-out agreement and joint operating agreement regarding pre-emption rights, outstanding debts, outstanding minimum work obligations, shareholder rights in the entity being acquired, the valuation of tax losses and potential capital allowances on the books of the entity being acquired and structuring compensation payable by the acquiring company in the most tax-efficient manner.
  • Advised Newcross Petroleum Limited in respect of the proposed acquisition of participating interests in OPLs 276 and 283 by third parties.
  • Advised a substantial foreign investor considering an investment in the gas and power businesses of a leading publicly quoted Nigerian company.
  • Advised Newcross Petroleum Company Limited on the acquisition of a participating interest in assets awarded in the 2005 and 2006 bid rounds.
  • Advised Sirus Petroleum Plc. regarding its acquisition of 40 percent interest in Ororo field located in OML 95.
  • Advising a consortium comprising of DSV Petroleum, Incar, CPC, Oilflow Petroleum & Thyssen Krupp Uhde Energy and Power in their bid to acquire some of Shell’s eastern upstream assets in Nigeria.
  • Advised Burj Petroleum regarding its acquisition of participating interests in OML 141; Eremor Marginal Field located within OML 46 and Qua Iboe Marginal Field located within OML 13. Worked as part of the team conducting extensive due diligence on all the assets and the relevant material contracts and liabilities.
  • Advised an international service company on the implementation of a global assets transfer between two oil industry service conglomerates in Nigeria.
  • Advised on the privatization of the Nigerian Gas Company Limited. Led a team of lawyers on a comprehensive due diligence exercise including the physical verification of the fixed assets, review of over 150 contracts including EPC, service provision, insurance and pension fund, general commercial, employment and other types of agreements. Prepared divestiture documents for the sale of government’s share in the company, advised on relevant Nigerian law and regulations.
  • Provided advice and logistical support to several companies during the 2005, 2006 and 2007 Bid Rounds in Nigeria; also advised on the Local Content Policy and conducted due diligence to establish the corporate, management and capital structure of the LCVs; compliance status; outstanding litigation, debts and other liabilities.
  • Advised on the transfer of Chevron’s interest in the Brass LNG Project to Total, negotiated the Share Sale Agreement with Total, and managed the transfer process to completion while simultaneously managing the disengagement of Chevron from the project.
  • Advised on the integration of Texaco’s Nigerian operations with Chevron following the global merger of Texaco and Chevron. Advised on labour union issues, the handling of existing contracts and licences, the merger of some Chevron and Texaco upstream entities in Nigeria, the dissolution of some other entities and assertions by Nigerian governmental agencies that their consent was required to integrate the two companies.
  • Advised on the acquisition by Chevron of an interest in the Brass LNG Project; negotiated Chevron’s accession to the Shareholder Heads of Agreement, the partners’ respective secondment rights and the secondment agreements used to effect secondments and contracts for services to be provided by each partner to the project.
  • Consultant to Shield Petroleum (Ghana) Limited in respect of the establishment of a transnational petroleum marketing joint venture between Shield Petroleum and Engen Petroleum of South Africa.
  • Solicitor to Eterna Oil and Gas Plc. Participated in negotiations for the acquisition of shares held by Shell International in National Oil and Chemical Marketing Company.
  • Joint responsibility for advising Petrochem International Limited in respect of the transaction for the acquisition of Federal Government/Shell International shares in National Oil and Chemical Marketing Company Limited.

Gas Projects and Agreements

  • Led the preparation of the template Gas Sale Agreement, Escrow Agreement and template Gas Transmission Agreement for wholesale gas transactions in the Nigerian domestic gas sector.
  • Assisted with the negotiations for the first World Bank Partial Risk (PRG) Guarantee program for Nigeria and prepared related documentation for the application of the PRG for gas supply to state-owned power plants.
  • Project Counsel to the NNPC/Pan Ocean Joint Venture in respect of the $1 billion Ovadje – Ogharefe Gas Processing Plant, a natural gas liquids gathering and processing plant. Also advised on legal issues relating to the trading of carbon credits available to the client in respect of the project – a first for Nigeria.
  • Advised on the development of the Escravos Gas to Liquids Plant Project, one of the first NGL processing plants in the Niger Delta, promoted by Chevron.
  • Advised Chevron on its participation in the proposed Brass LNG Project development, including its exit as a promoter of the Project.
  • Advising on the development of the Brass Fertilizer Plant in Bayelsa State, with a capacity to produce up to 7 million mtpa of Amonia; 2.3 million mtpa of Urea. Also advising on the development of an early production facility that will process 375 mmscf/d of wet gas directly from the wellhead for use by the plant.
  • Advised Chevron on its participation in the proposed OKLNG Project. Advised on issues arising from the location of the project in a free trade zone, fiscal stabilization and the entry into the project of strategic investors nominated by the Nigerian government.
  • Negotiated the first gas supply transaction under the Nigerian Gas Master Plan, leading to the execution of a GSPA between Pan Ocean Oil Corporation and PHCN in respect of the Egbin Power Plant.
  • Legal Consultant to GfD Nigeria Limited, the proponent of an offshore gas processing and transportation project.
  • Legal Consultant to Southfields Petroleum Limited, the proponent of a gas processing project.
  • Advised Nagarjuna Fertiliser Industries Limited in negotiations for a gas supply agreement for its proposed $2bn fertilizer plant in Nigeria.
  • Advising Notore Chemicals Industries Limited in negotiations for a gas supply agreement with Seven Energy and related Gas Transmission Agreement with Nigerian Gas Company Limited.
  • Advising Yellowstone Electric Power Limited in negotiations for a gas supply agreement from Seplat Petroleum Limited.
  • Advised two leading Nigerian independent gas producers on arrangements for interim gas supply to the Nigerian Gas Company.
  • Advised Dangote Industries Limited on a gas sales and purchase agreement with the Nigerian Gas Company for the supply of gas to a power plant.

Pipeline Projects

  • Advised on the West African Gas Pipeline (“WAGP”) Project – a regional transnational pipeline connecting four West African countries: Nigeria, Togo, Benin and Ghana.
  • Advised on the Chad – Cameroon Oil Pipeline Project.
  • Advised on the Amukpe – Escravos Gas Pipeline Project.

Strategy Consulting

  • Advising a major energy infrastructure company on strategic issues arising from the Petroleum Industry Bill (“PIB”). Undertaking a comprehensive review of its operating midstream and downstream gas sale and transportation contracts, conducting a gas markets competitiveness standing review and reviewing potential commercial, legal and regulatory impacts of the PIB on its business.
  • Assisting an upstream oil producer with representations at an enquiry at the National Assembly in respect of matters connected with its licence and operations.

Contact Us

ADVISORY Legal Consultants

33B Adebayo Doherty Street
(Off Admiralty Way)
Lekki Phase 1, Lekki
Lagos, Nigeria

Phone:+ 234 (0) 7000 2384 7679

Fax:+234 (0)1 8429442