REQUEST FOR EXPRESSIONS OF INTEREST

ENERGY, POLICY AND REGULATION DEPARTMENT ENERGY FINANCIAL SOLUTIONS DIVISION AFRICAN DEVELOPMENT BANK

Department issuing the request : ENERGY, POLICY AND REGULATION DEPARTMENT

Place of assignment : Abidjan

Duration of the assignmen t: 12 months

Tentative Date of commencement : 1st December 2021

Detailed Terms of reference for the assignment : see below

Deadline for applications : 26 October 2021 at 17:00 GMT

Application to be submitted by email to : Ayodeji Adebola : a.adebola@afdb.org ; Grace Magnanga : magnanga@afdb.org

REQUEST FOR EXPRESSIONS OF INTEREST

(Individual Consultant)

Energy Financial Solutions, Policy and Regulation Department

Power, Energy, Climate and Green Growth Complex

Africa Development Bank (AfDB)

Consultant Services – Senior Transaction Advisor

Dear Sir, Madam

1. The African Development Bank hereby invites Individual Consultants to indicate their interest in the following Assignment: Senior Transaction Advisor – Consultant Position ; 

2. The Energy Financial Solutions, Policy and Regulation Department (PESR) of the African Development Bank (AfDB) has primary responsibility for processing the Bank’s non-sovereign operations in the energy sector. These operations include lending, equity participation, guarantees, syndications, and technical assistance related to private sector development in the 54 African countries (Regional Member Countries – RMCs) ; 

3. The services to be provided under the assignment by the consultant will include support to investment officers and review of the project documentation during the financial close phase. A detailed request for proposal is below as Annex 1 ;

4. The Energy Financial Solutions, Policy and Regulation Department invites Individual Consultants to indicate their interest in providing the above-described services. Interested Consultants shall provide information on their qualifications and experience demonstrating their ability to undertake this Assignment (CV, deal sheet, reference to similar services, experience in similar assignments, etc.) ; 

5. The eligibility criteria, the establishment of a short list and the selection procedure shall be in conformity with the Bank’s Rules and Procedure for Acquisition of Consulting Services funded by the Administrative or Capital Expenditure Budget. Please, note that interest expressed by a Consultant does not imply any obligation on the part of the Bank to include him/her in the shortlist ; 

6. ESTABLISHMENT OF THE SHORT LIST :

A shortlist of three to six individual consultants will be established at the end the request of expressions of interest. The consultants on the shortlist will be judged on the following criteria based on their profile.

General qualifications and adequacy for the assignment to be 20% undertaken  :

7. Expressions of interest must be received by email at the address below no later than Tuesday, 26 October 2021 at 17:00 GMT local time (Abidjan, Cote d’Ivoire) and specifically mentioning Senior Transaction Adviser – Consultant in the subject line of the email.

For the attention of:

Ayodeji Adebola: a.adebola@afdb.org ; Grace Magnanga : magnanga@afdb.org

Annex 1

Terms of Reference for Senior Transaction Advisor- Consultant

1. Introduction and background :

Established in 1964, the African Development Bank is the premier pan-African development institution, promoting economic growth and social progress across the continent. There are 80 member states, including 54 in Africa (Regional Member Countries). The Bank’s development agenda is delivering the financial and technical support for transformative projects that will significantly reduce poverty through inclusive and sustainable economic growth.

The Energy Financial Solutions, Policy and Regulation Department (PESR) of the African Development Bank (AfDB) has primary responsibility for processing the Bank’s non-sovereign operations in the energy sector. These operations include: lending, equity participation, guarantees, lines of credit to private financial intermediaries, syndications, underwriting and Transaction assistance related to private sector development in the 54 African countries (Regional Member Countries – RMCs).

The Energy Financial Solutions division (PESR.2) is dedicated to the origination, structuring, and execution of infrastructure projects in the power sectors. In addition to project finance, the division also provides direct support to corporate entities and projects through equity investments, as well as through specialized intermediaries such as private equity and venture capital funds.

2. Purposes and Scope of Work :

The Energy Financial Solutions division is seeking a bilingual Senior Transaction Advisor (Consultant) to assist Investment Officers during project financial close phase. Under the general guidance and supervision of the Division Manager, Energy Financial Solutions, the Consultant will perform the following duties :

• Review and conduct due diligence on proposed transactions and project documentation such as the review of project documents and agreements (including development or construction contracts, supplier agreements, concession agreements, joint venture agreements, management agreements and shareholders’ agreements etc.), constitutive documents of proposed borrowers/investee funds and review of local regulatory requirements ;
• Liaise and collaborate with investment officers to develop the appropriate terms and conditions of each transaction, in line with Bank’s policies ;
• Assist with the review, negotiation and finalization of all legal documentation (in English and/or in French, as the case may be) relevant to the proposed transaction, including term sheets, loan agreements, lines of credit agreements, common terms agreements, guarantee agreements, participation agreements, inter-creditor agreements, security documentation, assignment agreements and information memoranda etc., depending on the nature of the project and the type of financing ;
• Provide support on transaction structure and documentation for private equity investments by the division regarding review of side letters to ensure compliance with Bank policies and practice as well as applicable laws including drafting and/or reviewing shareholders agreements, partnership agreements, management agreements, co-investment agreements, subscription agreements etc. ;
• Assist with the implementation and monitoring of projects after signing and disbursement, including advising on waiver requests, approval requests and project work-outs; and
• Undertake such other assignments as required in furtherance of the Department’s mandate.

3. Selection Criteria :

The qualifications required for this assignment are the following :

• Hold at least a Master’s degree or its equivalent in Law, and Admission to the Bar of one of the African Development Bank member countries; OR a Juris Doctor (JD) and admission to the Bar of one of the African Development Bank member countries, an MBA is added advantage; OR Master’s degree or equivalent in Finance or related field ;
• Have a minimum of five (5) years of relevant experience in closing project finance deals, preferably with a reputable international law firm, a legal department of a private or public entity, or an international financial institution with proven transaction competence and experiences in international finance and banking practice ;
• High level skills in communication and negotiation as well as the ability to deliver results; o Seasoned  knowledge  in  the  current  trend  of  development  and  familiarity  with international law and finance, and related matters within the Bank and other international organizations ;
• Strong skills in preparation of complex legal documents including briefs as well as commercial and legal opinions, leading the negotiation of complex projects and programs and other transactions of a similar nature ;
• Capacity to conceive and supervise the negotiation of complex legal documents of all manners and form that balances the standards and norms of outside parties with the unique requirements of international financial institutions ;
• Effective consulting and advisory skills that enable clients and help resolve their legal questions regarding coordinator role in instances where the department is playing a lead arranger role ;
• Ability to work and deal with sensitive issues in a multi-cultural environment and to build effective working relations with colleagues ;
• Ability to communicate effectively in English (written and oral) is mandatory, ability to communicate in French is a plus ;
• Competence in the use of standard Microsoft Office Suite applications is mandatory.

4. Duration of Assignment :

The assignment will commence at completion of the selection process and upon contract signing. The contract with the selected Consultant will last for a period of 12 months, with the possibility of further renewal, based on satisfactory performance and relevant rules. The duty station will be the AfDB Headquarters in Abidjan, Côte d’Ivoire. A precise work program will be agreed upon with the division manager on commencement of the assignment.

5. Deliverables and reporting :

The consultant will report to the Division Manager. At the conclusion of the assignment, the Consultant’s outputs will be evaluated based on the following criteria :

• Professional competence ;
• Analytical, reasoning, organizational and communication skills o Reliability and organization ;
• Output ;
• Quality of work produced.

6. Timeline and remuneration :

The consultancy is expected to start in March 2020 and will cover a period of up to 12 months with the possibility of renewal. The consultancy will be subject to a three-month probation period. Remuneration will be competitive and based on the qualifications and experience of the selected consultant, in line with the Bank’s guidelines on consultant remuneration.

7. Exclusivity :

The appointment of the Consultant and the acceptance of such appointment will constitute an engagement of the Consultant to provide the Beneficiary with the services referred to in the Scope of Works on an exclusive basis.

8. Confidentiality :

Any information provided by AfDB, project proponents or executing entities, or by any other source concerning any AfDB project or activity or the bidding and appointment of the Consultant will be considered confidential and proprietary in nature and should not (except as required by law) be disclosed by the Consultant to any third party.