"The Deal Collapsed at Close" — How to Structure a Bankable SPV in Africa

Channel: AIB Corp Ltd Topic: The Infrastructure SPV & Legal Structure for African Infrastructure Produced by: African Infrastructure Building Corporate Limited Website: www.aibcorpltd.com TITLE (Recommended) "The Deal Collapsed at Close" — How to Structure a Bankable SPV in Africa DESCRIPTION Three weeks before financial close. The DFI's legal counsel identified a fatal flaw in the SPV structure. The shareholder agreement restricted share transfers, preventing lender enforcement, while the direct agreement with the offtaker had not been executed. This was not simply a legal issue—it was a structuring failure. In Episode 12, AIB Corp Ltd explains how to design the legal and contractual framework that enables African infrastructure projects to achieve financial close and satisfy DFI requirements. What You'll Learn ✅ Purpose of a Project SPV, bankruptcy remoteness and cashflow ring-fencing ✅ Selecting the right SPV jurisdiction (Mauritius, England, South Africa, Kenya, Ghana & OHADA) ✅ Corporate governance, board structure and shareholder controls ✅ The Shareholder Agreement and key DFI provisions ✅ The essential project agreement suite ✅ Security package design including share pledges, mortgages, assignments and account charges ✅ DFI legal requirements, governing law and covenant structure ✅ Intercreditor agreements and lender coordination ✅ Step-in rights and direct agreements ✅ Common law vs civil law considerations in Africa ✅ Offshore HoldCo vs onshore SPV structures ✅ Representations, warranties and covenants ✅ Legal Conditions Precedent before first drawdown ✅ Legal opinions required for financial close ✅ Seven legal structuring mistakes that commonly cause deals to fail ✅ Sector-specific considerations across energy, water, transport, housing and digital infrastructure ✅ How AIB Corp Ltd structures bankable African infrastructure transactions About AIB Corp Ltd African Infrastructure Building Corporate Limited (AIB Corp Ltd) specialises in project development, transaction advisory and bankable infrastructure structuring across Africa. 📧 Advisory enquiries: [email protected] 🌐 www.aibcorpltd.com CHAPTERS 0:00 Hook – The Deal Collapsed at Close 0:50 Project SPV Fundamentals 2:30 Jurisdiction Selection 4:30 Corporate Governance 6:30 Shareholder Agreement 8:30 Project Agreements 11:00 Security Package 14:30 DFI Legal Requirements 17:00 Intercreditor Agreement 19:00 Step-In Rights & Direct Agreements 21:00 Common Law vs Civil Law 23:30 Offshore vs Onshore Structure 25:00 Representations, Warranties & Covenants 28:00 Conditions Precedent 30:00 Legal Opinions 32:00 Seven Structuring Mistakes 35:00 Sector Considerations 37:00 AIB Corp Ltd Advisory Services 39:00 Episode 13 Preview #SPV #ProjectFinance #AfricaInfrastructure #LegalStructure #AIBCorpLtd #ProjectFinanceAfrica #DFI #FinancialClose #InfrastructureFinance #SecurityPackage #ShareholderAgreement #AfricaInvestment #OHADA #ProjectDevelopment #BankableProjects TAGS SPV Africa infrastructure, project finance Africa, project SPV, shareholder agreement, security package, share pledge, DFI legal requirements, direct agreement, step-in rights, intercreditor agreement, project agreements, legal opinions, conditions precedent, Mauritius HoldCo, OHADA, infrastructure finance, financial close, bankable projects, AfDB, IFC, Africa infrastructure, AIB Corp Ltd Category: Education Audience: Not Made for Kids Language: English THUMBNAIL (Recommended) THE DEAL COLLAPSED AT CLOSE Subtitle: How to Structure a Bankable SPV in Africa AIB Corp Ltd branding with navy background and red accent for maximum click-through performance. CARDS & END SCREEN • Subscribe (37:00) • Next Video – Episode 13: Financial Close – The Final Steps • Playlist – Building Bankable African Infrastructure Projects • End Screen – Subscribe + Next Episode + www.aibcorpltd.com PLAYLIST Building Bankable African Infrastructure Projects – Episode 12 PREMIERE Tuesday/Wednesday: 7:00–9:00am or Saturday: 8:00–10:00am (local time) NEXT EPISODE Episode 13 – Financial Close: The Final Steps Signing • First Drawdown • Construction Commencement • DFI Monitoring PINNED COMMENT Produced by AIB Corp Ltd Developing an African infrastructure project seeking DFI or institutional investment? We support clients with: ✅ SPV structuring and jurisdiction selection ✅ Shareholder agreement drafting and DFI compliance ✅ Security package design and perfection strategy ✅ Legal close management, CP fulfilment and financial close support Retainer and success-fee engagements available. 🌐 www.aibcorpltd.com 📧 [email protected]