Pentagon Partners LP - FIRM PROFILE

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1. THE PENTAGON STORY Pentagon Partners (the Firm) is a quintessential legal practice with years of ground breaking experience among its Partners. In our years of practice, we have become synonymous with professionalism and industry both in Nigeria and amongst leading international corporations. Apart from our representation of reputable corporate bodies, the Firm remains one of the most sought after Firms by financial institutions, oil and gas corporations and high net-worth individuals. The Firm was birthed by visionaries who sought to establish a legal institution with a distinctively cohesive team of specialized lawyers and thought leaders, with the singular mission of providing world class professional services to its clients. The Firms strength lies in the diversity of its clientele, with clients ranging from start-up visionaries to private persons, local businesses, multinationals, governments and high net-worth individuals. The combined experience of our Partners and specialized Associates remain our major asset and affords us the latitude for renowned legal assistance which our clientele deserve and undoubtedly receive. Thus, clients value our skills and creative strategies, as well as the common sense and civility which we bring to important conversations. In both established and emerging markets, our lawyers are integral, long-standing members of the community, giving our clients insights into the local business environment alongside our expertise in multiple jurisdictions. Our paralegals, clerks and other staff members work in pursuit of our clients success and are highly valued members of the Firm. Together as a team, the Firm is poised and positioned to continuously ensure that our teeming clients continue to enjoy sophisticated legal technology, greater lawyer diversity, and professional development. 2. VISION/MISSION VISION To be the most trusted brand in excellent legal services by consistently employing a multidisciplinary and specialist approach to our clients. MISSION We are committed to providing world class professional services tailored to consistently exceed the expectations of our clients by providing a distinctively cohesive team of specialized lawyers and thought leaders focused at cutting through complexities to deliver practical and effective solutions to clients needs in a sustainable manner. 3. CORE VALUES - I4SP I Innovation I Integrity I Intensity I Intelligence S Service excellence P Professional poise 4. THE PENTAGON WAY Expertise: We focus on attracting, retaining and developing a rich pool of talents groomed to provide excellent and detailed advise bespoke to the peculiar needs of the client in a timely and cost effective manner. Innovation: We focus on meeting clients requirements in a proactive and imaginative manner through lateral thinking and challenging common paradigms. On the proactive front, we develop legal services into packaged products solving clients needs in a manner ensuring business progress and sustainability leveraging on the benefits of technology for efficient service delivery. Relationship: We believe that our progress is intrinsically tied to our clients therefore a deep understanding of our client's affairs and helping them succeed is our most important mission. 5. PRACTICE GROUPS Transaction Advisory Services (TAS) Our considerable experience across a wide spectrum of local and cross border commercial transactions enables us provide expert legal advice in ways which fully recognize and respond to the commercial needs of our clients. Creative thinking, detailed research and real world business solutions underlie our transaction advisory work. Our services cut across markets and industries including Financial Markets & Securities, Business Combinations, Telecommunications, Media & Technology, Energy & Natural Resources, Trade & Investments, Business Recovery, Process Re-engineering and Restructurings, Real Estate, Medical Infrastructure, Insurance, etc. 6. PRACTICE GROUPS Dispute Resolution Services (DRS) Our team of specialists provide excellent representation and advise in nipping client disputes in the bud. We advise clients on the most effective ways to manage disputes, seeking to prevent them before they arise and, when they do arise, to resolve them in a timely, cost-effective manner consistent with the clients' objectives. Accordingly, we take pride in our skills both in trying cases, where appropriate, and in taking creative approaches to resolving disputes when our clients' interests would best be served by avoiding trial. The Firm represents clients in Federal and State trial courts, Court of Appeal and the Supreme Court including Administrative and Arbitral Tribunals and other dispute resolution proceedings. Our dispute resolution services include Litigation, Mediation, Arbitration, Legal Assessment & Case Evaluation; Brief Writing and Process Management; Dispute Management Systems, Public Interest Litigation Services, amongst others. 7. PRACTICE GROUPS Governance, Risk & Compliance Services (GRCS) As a one stop boutique for corporate and allied services, GRCS is distinguished for attending to its clients corporate governance, regulatory compliance and risk management portfolios. We ensure that their documentation and actions do not negatively impact their operations or existence in the immediate or long term by providing specialist advise on governance, risk and compliance architectures for their businesses. Our services include Local & Foreign Company Formation; Claims Management; Enterprise & Legal Risk Assessment & Management; Compliance Architecture & Advisory; Due Diligence; Outsourced In-House Counsel Services; Compensation Advisory, Forensics, Intellectual Property & Tax Advisory. 8. WORK EXPERIENCE Structured the 1st online insurance platform: The Firm structured and drafted the legal documentation and framework for the recently launched online auto insurance boutique known as AutoGenius. The Firm was tasked with the responsibility of reviewing the legal and regulatory framework associated with this business, negotiating the agreements with the various insurance companies and ensuring that the various aspects of the arrangement are sufficiently covered as well as drafting the relevant legal documents. Nigerian Content Development Fund: The Firms partners led the team that advised on Nigerias local content development fund which currently has about $1, 000, 000, 000.00 under management. In carrying out this assignment, we considered the optimal structure that would allow for long term viability and growth of the fund leading to the division of the fund into a credit guarantee unit and a private equity like investment unit with professional managers and custodians to shield the fund and the allocation process from third party interference thereby dealing with a major risk element in public fund strategies. Construction Company Acquisition: The Firm recently advised on the multi million Euro acquisition of a European owned construction company with a rich heritage in Nigeria by a team of investors. In carrying out this instruction, the Firm led the investors negotiation team, handled due diligence of the company, drafted commercial agreements and interfaced with lenders on behalf of the investors for the finance of the deal in a cost efficient and seamless manner. Acquisition of foremost Italian restaurant: The Firm advised a team of investors in the hospitality space with respect to the acquisition of a unique niche southern Italian fine dining restaurant in Lagos. Our scope of work included deal structuring, documentation, capital raise advisory and compliance advisory particularly with respect to capital importation and exportation. 9. WORK EXPERIENCE Oil Rigs: Under the local content regime, the Firms partners have successfully advised a Nigerian oil service provider in $600, 000, 000.00 joint venture for the acquisition of class A rigs for use in Nigeria. Our instruction in this assignment included due diligence, multi-jurisdictional corporate documentation, tax planning advisory, opinions on Nigerias oil and gas legal framework, investment reparation laws, negotiation and deal structuring. Private Refinery: As the regulatory space in Nigerias oil and gas space metamorphoses from a public to private sector led industry, the Firm has been at the forefront of advising several investors seeking to play in the industry. More recently, the firm was appointed to advise an investor in a $50, 000, 000.00 private modular refinery investment. In this role, the firm is developing the deal structure, interfacing with local and international lenders, determining appropriate vehicles and documentations for corporate and tax efficiency while ensuring compliance with extant local laws. Insurance Broking Firms: The Firm is advising on the merger of two of Nigerias premier insurance broking companies which have capacity of changing the landscape of Nigerias insurance brokerage space. As the companies have a multijurisdictional flavour in both investment and staffing, the Firms advice includes in depth analysis of multijurisdictional legal documentation, directing complex negotiations, regulatory compliance advisory, deal structuring, asset enhancement and tax planning. 10. WORK EXPERIENCE DISPUTE RESOLUTION SERVICES Lawyers at Pentagon Partners realize that in bringing solution to clients, the end game is vital and our dispute resolution service aims to serve the clients end game in a cost efficient and timely manner whether it is loan recovery, bankruptcy proceedings, white collar crimes and corporate disputes our clients trust us to ensure their interests are fully protected. Our Partners have been involved in very major decisions in Nigerias judicial space including the celebrated case of the Corporate Affairs Commission (the Commission) against several banks on a matter bordering on the powers of the Commission to enforce compliance with respect to registration of charges in banking transactions. Our Partners, representing the Commission were able to argue effectively the provisions of the Companies and Allied Matters Act which gave the Commission supervisory powers over all affairs relevant to the Act in respect to the operations of Companies registered under it. Our Partners have also been in the trenches of several high profile corporate litigations in Nigeria including the celebrated case of the sale of Chevrons stake in Texaco Nigerias downstream operations via an indirect bid. In the team representing Zenon, we pursued the right of the client to a first refusal of the shares of the divesting Chevron Corporation rather than the indirect acquisition of a single asset holding company whose only asset was the shares to which the client was entitled. The case which involved several of Nigeria's brightest legal minds touched on several legal issues surrounding Nigerias corporate procedural law and remains a milestone in corporate litigation in Nigeria. Our Partners also advised one of Nigerias leading banks in the management process on a dispute which arose from the conversion rights of a club of investors in a $161m Convertible Preferred Share offering which was negatively impacted by the financial crisis and its attendant effect on the stock market. Our Partners were instrumental in crafting the Compensation Agreement which sought to protect the long term interest of the Client while providing the investors the certainty of their investments. 11. KEY CONTACTS KANAYO CHUKS, OKOYE - Kanayo heads the Transaction Advisory Services of the Firm where he coordinates a team of specialists in several landmark financing transactions. With a background in banking, Kanayo brings a wealth of industry experience to bear on complex transactions ranging from debt capital markets, equity offerings, hybrids High yield, broker-dealer, Derivatives investment funds and sovereign listings. Kanayos transactions include: Led the team that advised a Nigerian Bank on a $233 million capital raise to shore up its capital base and strengthen presence in the Nigerian retail lending space; Advised a Nigerian oil service company on a $600m acquisition of two state of the art jack up rigs for operation under the local content regime; Led the team that advised a multinational shipping company in its joint venture formation and start up in Nigeria; Advised one of the largest mergers in Nigerias insurance broking in sector; Advised a major telecoms provider in Nigeria on the structure, financing and regulatory framework for the establishment of a multimillion dollar fibre optic cable across 9 states of the federation; He is a member of several professional bodies including the Capital Markets Solicitors Association, Chartered Institute of Taxation, Professional Risk Managers International Association, Nigeria Institute of Management, Chartered Institute of Arbitration UK (Nigeria Branch) and the Nigerian Bar Association. 12. KEY CONTACTS ODIAKA VINCENT, IWEZE - Vincent is a consummate practitioner with core expertise in effective dispute resolution practice and he heads the Firms Dispute Resolution Services. Though experienced in Nigerias trial and appellate courts, clients have found him of immense value in advising on dispute prevention, management and resolution on sometimes highly complex and knotty legal issues. He has an uncanny aptitude for demystifying complex legal issues towards proffering unique solutions to clients needs. Vincent is an assiduous, highly determined and astute lawyer; endowed with a creative mind and unique flexibility which attributes saw him rise from trainee associate to Partner in Aina Blankson LP. His recent work includes: Part of the Team that represented the Corporate Affairs Commission (CAC) before the Federal High Court seeking the Courts interpretation of the CACs power to investigate suo muto under the Companies and Allied Matters Act; Team Leader in advising an International Insurance Broking Firm on an Insurance Claim dispute involving the sum of 11 million Euros; Part of the Team that advised one of the Major Construction Firms in Nigeria on the management of the dispute resulting from its $84 Million Engineering Procurement Contract with two major Multinational Oil producing Companies in Nigeria; Advised a foremost Nigerian Bank in the restructuring of its multimillion dollar transaction obligations arising from its $161 million Preferred Convertible Share offering and played a major part in the origination of the Compensation Agreement scheduling a payment plan with a view to reaching a business decision favourable to both parties; Team Leader in the Legal audit on the legal portfolio of 382 cases of one of Nigerias prestigious Banks; Vincent is a CEDR Mediator, an active member of the Chartered Institute of Arbitrators (U.K.) Nigeria branch and serves as an executive member of the Institutes' Young Members Group. He is also a member of the Nigerian Bar Association. 13. KEY CONTACTS EGHOSA COURAGE, ISIBOR - Eghosa had his legal education from Ambrose Alli University, Nigeria and Chapman Dale E. Fowler School of Law, California, USA. With combined legal experience in Nigeria and the USA, he understands the corporate climates in both climes and has consummated several cross-border transactions especially for multinationals. Eghosa worked as a Legal Consultant with the African Practice Group of StoneCroft Attorneys, Los Angeles, California. His expertise traverses business organization and reorganization, financial restructuring, mergers & acquisitions, securities regulations, international franchising, transnational contracts negotiations and real estate developmental JVs. He was a member of the Team that advised an American Hotel brand on the structure, franchising, repatriation of funds and importation of foreign technology for a USD$250 Million Five Star Hotel project in Nigeria. He also worked with a consortium that structured a multimillion dollars Fund for the Nigerian government. He has also been involved in several public-private partnership projects. One of his strong forte is in corporate governance and risk management hence he heads the Governance, Risk & Compliance Group of the firm. He has assisted many companies in engineering their corporate governance, risk management and succession planning architectures. Eghosa is an astute negotiator, a certified mediator with the Center for Effective Dispute Resolution, United Kingdom and an Academic Fellow at Chapman Dale E. Fowler School of Law, California. 14. 2nd Floor, Plot 5, Chief Yesuf Abiodun Street Oniru Road, Victoria Island, Lagos, Nigeria. Tel: +234 (0) 1 280 9358 Facsimile: +234 (0) 1 280 9330 Email:


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