The Joint Venture

A Nigerian SPV held by a Canadian holdco, with a single named Nigerian co-investor on the cap table. The structure ring-fences the Lagos project, satisfies Nigerian foreign investment rules, and gives the co-investor real governance rights.

The vehicle

Nigerian SPV incorporated in Lagos under the Companies and Allied Matters Act. Operating purpose limited to the Lagos project and follow-on Nigerian assets. NIPC pre-registration secures the renewable energy tax incentive.

Ownership

One named partner, not a syndicate. Candidates with appropriate Lagos C&I footprint: Sahara Group, Heirs Holdings, Tolaram Group. Selection happens after term sheet stage and before financial close.

Governance

Seven-seat SPV board. JCM nominates four directors (CEO, CFO, two non-executive). Co-investor nominates two directors. One independent director appointed jointly. The Nigerian country head sits on the board as one of JCM's four. Major decisions (capital calls, additional PPAs above $20M, refinancing) require supermajority. Day-to-day operating decisions sit with the country head.

Capital flow

Equity comes in at financial close, not at signing, so the co-investor and JCM are not exposed to costs during the 18 to 24 months of permitting and PPA negotiations. Senior lenders release their money in stages as construction phases get completed, which means any cost overruns are absorbed by JCM and the co-investor first, not by the lenders. Carbon credit pre-sales fund the first $5 to $10M of construction before the senior lenders start releasing money; JCM has done this on prior projects.