Eversheds Sutherland advises InfraCo on investment in one of Africa's first geothermal power projects developed with private capital

The transaction involves a multi-step investment by Taranis into the Corbetti project, with Taranis acquiring a majority stake in Corbetti HoldCo and InfraCo retaining a significant minority ownership interest. The deal also includes a US$9.5 million convertible loan facility from Taranis to fund exploration drilling.

The Corbetti Geothermal project is among Africa's first geothermal power projects to be developed using private capital. The project is located in Corbetti in the Federal Democratic Republic of Ethiopia and is operated by Corbetti Geothermal PLC, an Ethiopian entity wholly owned by Corbetti HoldCo Limited (Mauritius).

The project is underpinned by a Power Purchase Agreement and an Implementation Agreement, both entered into on 31 March 2020 with Ethiopian Electric Power and the Government of Ethiopia.

Partner Jason Lovell led the Eversheds Sutherland team advising on the transaction, and was assisted by Senior Associate Kwadwo Owusu and Associate Bethany Brabner.

The transaction involved a restructuring of the existing shareholding and corporate structure, including the exit of Africa Renewable Energy Holdings Limited (AREHL).  It is structured across multiple inter-conditional steps, including: the exit of minority shareholders; a share swap and a share buyback; new equity subscriptions by both InfraCo (c. US$6.74 million) and Taranis (c. US$17.1 million); capitalisation of certain exiting loans; and a transfer of shares.

The transaction required various third-party approvals, including COMESA approval for the Taranis investment and Ethiopian merger control approval for the exit by AREHL.

Jason Lovell, Eversheds Sutherland, commented:

"The Corbetti project demonstrates the role that long-term private investment can play in bringing complex energy infrastructure projects forward. It has been a pleasure to support InfraCo on this transaction, which brings together investors with a shared commitment to the project's next stage of development and Ethiopia's renewable energy ambitions."

Tim Jackson, InfraCo, commented:

“Eversheds Sutherland provided outstanding support throughout the transaction. Jason and the team demonstrated deep experience of complex infrastructure investments and consistently delivered practical, commercial advice. Their responsiveness, attention to detail and commitment to finding solutions were instrumental in helping us successfully complete this investment."