Narrative
Full Description
Project narrative
On May 29, 2022, Actis Ambergen 2 Limited -- a Mauritius-incorporated special purpose vehicle and wholly-owned subsidiary of Bridgin Power Private Limited, which is itself a subsidiary of Actis (UK-based investor) — signed a $105 million syndicated loan agreement with 6 banks (Sumitomo Mitsui Banking Corporation, Bank of China, DBS Bank, ING Bank, Mizuho Bank, and Societe Generale) for the 220MW Bhola Gas-Fired Power Plant Acquisition Project. Bank of China reportedly contributed $16 million to the syndicate. The loan carried an 18-year maturity and an unknown interest rate. Non-commercial risks were covered through a political guarantee provided by the Multilateral Investment Guarantee Agency (MIGA). The borrower was expected to use the proceeds of the loan to facilitate Bridgin Power Private Limited's acquisition a 49% ownership stake in Nutan Bidyut (Bangladesh) Ltd — the special purpose vehicle (SPV) that is responsible for the 220MW Bhola Gas-Fired Power Plant and that holds a 22-year power purchase agreement (PPA) with Bangladesh Power Development Board — from Shapoorji-Pallonji Group (SP Group). The acquisition of the 220MW Bhola Gas-Fired Power Plant, which is located in Bhola, Barisal (exact locational coordinates: 22.47929, 90.71096), was completed in July 2022.
Staff comments
1. Shearman & Sterling advised the lenders. Clifford Chance advised Actis. See https://chambers.com/articles/refinancing-of-bhola-ipp-in-bangladesh and https://law.asia/clifford-chance-shearman-bangladesh-power-plant-buy/ and https://www.cliffordchance.com/news/news/2022/07/clifford-chance-advises-actis-on-landmark-acquisition-and-refina.html 2. On June 7, 2022, the Multilateral Investment Guarantee Agency (MIGA), a member of the World Bank Group, issued guarantees totaling $407 million to cover the acquisition and refinancing of Nutan Bidyut (Bangladesh) Limited, the project enterprise that owns and operates the Bhola-2 220MW, dual fuel (gas/HSD) combined cycle power plant. The MIGA guarantees covers equity investments by Actis against the risk of breach of contract-arbitral award default for a period of up to 20 years. The MIGA guarantees will covers the non-shareholder loans made by a group of international banks “represented by Mizuho Bank, Ltd.” for up to 18 years against the risks of transfer restriction, expropriation, war and civil disturbance, and breach of contract-arbitral award default. See https://www.miga.org/project/bhola-2-220mw-combined-cycle-power-plant-1 and https://documents1.worldbank.org/curated/en/633631650555609238/pdf/Minutes-of-a-Meeting-of-the-Board-of-Executive-Directors-of-the-Bank-on-March-7-2022-and-Record-of-Approvals-March-2-thru-7.pdf 3. Under the deal, existing project financing provided by Asian Infrastructure Investment Bank, Islamic Development Bank and IDCOL Bangladesh was replaced by commercial bank debt provided by a syndicate of Sumitomo Mitsui Banking Corporation, ING Bank NV, DBS Bank Ltd, Bank of China Limited, Mizuho Bank Limited and Société Générale. The IPP refinancing in Bangladesh was achieved through a bespoke refinancing and settlement structure integrated with the acquisition process.