REQUEST FOR EXPRESSIONS OF INTEREST (CONSULTING SERVICES)

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Harold Eaton
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1 REQUEST FOR EXPRESSIONS OF INTEREST (CONSULTING SERVICES) AFRICAN DEVELOPMENT BANK Avenue Jean Paul II Immeuble CCIA, Abidjan Plateau 01 BP 1387 Abidjan 01 COTE D IVOIRE 1. BACKGROUND The African Development Bank, established by agreement among its member countries and having its headquarters in Abidjan, Republic of the Cote d'ivoire (AfDB or the Bank) is an international finance organization set up to spur sustainable economic development and social progress in its regional member countries. The Private Sector Operations Department (OPSD) of the African Development Bank has primary responsibility for the Bank s non-sovereign operations which include: lending, equity participation, guarantees, lines of credit to private financial intermediaries, syndications, underwriting and technical assistance related to private sector development in the 53 African countries (Regional Member Countries - RMCs); OPSD aims at assisting African governments improve the enabling environment for the development of the private sector including the development of essential physical infrastructure and supporting efficient and predictable legal, institutional, and regulatory frameworks. OPSD is also engaged in developing new initiatives and programs in key strategic areas with a view to strengthen the Bank s competitiveness and create new business opportunities to ensure a sustainable growth of its lending portfolio; The Infrastructure Finance and Public Private Partnerships (PPP) division (OPSD.3) is dedicated to the origination, structuring, and execution of infrastructure projects in the power, Transport, ICT and Water Supply & Sanitation 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. It also seeks to broaden financing options, support business and finance skills through training and foster PPP initiatives for basic services in fulfilling its mandate, OPSD.3 plays a triple role of financier, advisor and partner. In light of the above, the AfDB s Private Sector Operations Department (OPSD) is requesting the services of a Consultant to support OPSD.3 s activities in the area of Air transport finance. 2. OBJECTIVES OF THE ASSIGNMENT Strengthen the Bank s internal capacity to evaluate private and PPP project proposals; In addition, the Consultant will be required to work with a wider multi-disciplinary Team in the internal review and processing of opportunities; 1

international finance organization set up to spur sustainable economic development and social progress in its regional member countries.

2 3. SCOPE OF THE ASSIGNMENT The Consultant shall be required to follow up the development and implementation of the already identified projects. To perform these tasks, the Consultant will work in tandem with Investment Officers in the due diligence phase. The Consultant will be requested to carry out due diligence of the infrastructure projects that should include, but not limited to the following tasks: Participate in the planning and execution of promotion and project identification missions in selected RMCs in the various sectors in which the Bank is active. Participate in the preliminary evaluation of project proposals to assess their eligibility for financial assistance and/or technical support by the Bank, in line with the Bank s policies. Participate in the structuring, negotiation and closings of new transactions Participate in the planning and execution of appraisal and fact-finding missions. Assist in the preparation of project appraisal reports for presentation to the Department, the various review committees and finally to the Board of Directors. Participate in the due diligence as well as drafting and negotiation of financial documentation. The following procedures will apply to the functioning of the Consultant s tasks: The assignments will be provided by the Investment Officers on resumption. The Consultants will be required to participate to a maximum of two projects concurrently. The Consultant will determine the quantum and nature of the resources needed to perform the required tasks and will submit a proposal for approval by the Supervisor; As required, the Consultant will travel with the investment officers / team to understand and collect data for the proper technical analysis of the projects, in this context, the Consultant is expected to cooperate effectively with the entire Project Appraisal Team; The work of the Consultant shall be validated through a two-step independent review process by the responsible Investment Officers. This independent review should be carried out at inception to validate the appraisal approach and at completion to confirm the reasonableness of the outcomes and the conclusions drawn from the analyses; All concerns about the scheduling and quality of the work, or the performance of the Consultant should be directed to the Supervisor; The consultant is being specifically recruited to assist in enhancing the Infrastructure team knowledge of Aircraft finance structures, consequently the following objectives are sought: Analytical Services: Undertake in-depth asset analysis to ascertain the commercial viability of the envisaged aircraft for the respective project, including, but not limited to: o Asset reports technical and performance o Orders and deliveries 2

The Consultant will be requested to carry out due diligence of the infrastructure projects that should include, but not limited to the following tasks: Participate in the planning and execution of

3 o Aircraft lessors Market Analysis in Africa (including overview/penetration and competition) o Manufacturer and Aircraft Lessors coverage o Current market valuations o Asset to lease valuation o Future value forecasts o Economic / operational benefits Aviation market, Airline & Aircraft Leasing Industry Analysis: Review the global aviation and aircraft leasing industry as well as the African aviation industry; and provide forecasts on regional and global demand and supply, including discussion on key leasing industry success factors (KSFs). Also conduct a detailed analysis of the targeted airlines, including financial statement analysis to analyze the creditworthiness of each airline, its strategy, safety and performance record against KSFs. Legal aspects related to the aviation industries in the targeted jurisdictions (together with the appointed legal counsel and local legal counsel): Review the country specific legal and regulatory frameworks underlying the proposed transaction. Assess compliance, security requirements, repossession, as well as any tax implications. Advisory Services: Advise AfDB on asset and lease management, including the requirements and remarketing capabilities. Also advise and assist in structuring and preparing the debt facility, including: o Define lending criteria, including asset-, lessee- and country concentration limits etc. o General terms and conditions o Pricing o Flow-through provisions from the leases o Modelling the facility profile for Best Case and Worst Case sensitivity analysis o Repayment profile o Advise on hedging strategy o Assist in drafting Term Sheet o Review of proposed lease agreements Evaluation of lease economics Evaluation of lease provisions o Review of insurances (together with input from external insurance advisor) Defining appropriate insurance provisions for the leases Review of airline insurance policies Ensuring compliance with lease provisions Risk Analysis: Prepare a comprehensive risk matrix based on the findings of the services as per clauses The analysis should include recommendations on appropriate mitigation measures. Debt Structure Model: Review and provide modelling services on the Project Financial Model as per clause 4.5. Execution Services: Advise and assist throughout debt documentation process up to and including the closing o Review lease documentation for conformity with Debt Facility 3

aviation industry; and provide forecasts on regional and global demand and supply, including discussion on key leasing industry success factors (KSFs).

4 o Cooperate with appointed legal counsel to assist in the negotiation of all relevant facility documentation 4. PROFILE OF THE CONSULTANT Minimum Educational level of Consultants: MBA or Masters in Finance. An engineering qualification will be an added advantage. At least 10 years combined prior experience in project and/or structured finance within a corporate and/or investment bank, transaction advisory firm, development finance institution, or well-known industry leader with a proven track record in the delivery of Aircraft finance projects, including in developing or emerging countries. 5. REQUIRED SKILLS Superior client relationship skills; capacity to deliver high quality work within tight deadlines; excellent negotiation skills. Previous Consultancy experience with investment banks, multilateral and bilateral institutions. Cross cultural sensitivity, exposure to bilingual working environment (French and English); Working language: Excellent English and preferably good French speaking and writing skills; Communications, organization, research and report writing skills; Preparedness to travel, often on short notice; Autonomy, drive and adaptability. 6. DURATION OF ASSIGNMENT: The services of the Consultancy Firm will be required for 6- months renewable. 7. LOCATION OF ASSIGNMENT: The Headquarters for the African Development bank is in Abidjan, as well as any RMC as needed. Consultant will be based in Abidjan. 8. Expressions of interest must either be couriered or hand delivered to the address below no later than March 27, 2015 at 15:00 Abidjan time. Submissions should quote Air transport finance Infrastructure and PPP. Alternatively, an with 1 attached file in PDF format may be sent to A.NALIKKA@AFDB.ORG with copy to K. HASSANE@AFDB.ORG 4

At least 10 years combined prior experience in project and/or structured finance within a corporate and/or investment bank, transaction advisory firm, development finance institution, or well-known

5 and by the same date and hour. Attn: NALIKKA, ANGELA African Development Bank Avenue Jean Paul II Immeuble CCIA, Abidjan Plateau 01 BP 1387 Abidjan 01 Cote d Ivoire A.NALIKKA@AFDB.ORG 5

REQUEST FOR EXPRESSIONS OF INTEREST

REQUEST FOR EXPRESSIONS OF INTEREST AFRICAN DEVELOPMENT BANK Rue Joseph Anoma Plateau, Avenue des Banques, 01 BP 1387, Abidjan, Cote D Ivoire Resource Mobilization and External Finance Department E-mail: