Clifford Chance

Clifford Chance advises Actis on landmark acquisition and refinancing of Bhola IPP in Bangladesh

Leading international law firm Clifford Chance has advised Actis, a leading global investor in sustainable infrastructure, on the acquisition of a shareholding in a 220 MW Combined Cycle Gas Turbine power plant located in Bhola, Bangladesh from India’s Shapoorji Pallonji Group. In parallel with the acquisition, Clifford Chance also advised on the refinancing of the project.

The Bhola power plant has a 22-year PPA (power purchase agreement) with the Bangladesh Power Development Board and began operations in June 2021. The acquisition is the cornerstone investment marking the launch of Bridgin Power, Actis' new power generation platform, which will invest across Southeast Asia in gas-fired power projects.

The cross-border transaction was led by Corporate M&A partner Melissa Ng, with partner Hans Menski leading on project financing aspects. Partner Paul Landless provided specialist hedging advice and partner Matthew Buchanan provided specialist construction and project documents support. Additional team members included counsel Miles Binney, senior associates Wesley Tan, Tom Capel and Marcella Stokell, associates Ash Williams, Allison Tan and Leo Faingata'a and trainees Sarah McCullagh and Saif Jalali.

Melissa said, "We are proud to bring our integrated global experience in leading highly complex sustainable finance transactions to this landmark transaction for our long-term client Actis. The energy transition sector continues to see strong levels of M&A activity as an increasingly broad range of investors look to deploy capital and develop assets in key infrastructure projects that underpin economic growth." 

Hans added, "We are pleased to add to our distinguished track record in the Bangladesh power sector. The complex, multi-faceted refinancing process required addressing a number of legal and practical challenges with innovative solutions, including a new refinancing and settlement structure which may serve as a benchmark for other large-scale green finance solutions internationally."

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. The Multilateral Investment Guarantee Agency (MIGA), a member of the World Bank Group, provided a guarantee in respect of non-commercial risks.

Clifford Chance previously advised Actis on the sale of Lekela Power in Africa's biggest renewable energy deal, the purchase of a 50% stake in Emirates District Cooling Company at an enterprise value of USD1bn and on the joint sale of Chile's largest independent renewable energy producer, Aela Energía.