After wide-ranging investigations, The Nation's assistant editor Adekunle Yusuf uncovers the details of the deal that set Nigeria back by about $2billion
It is an adventure laced with shoddiness...
That perhaps is the most fitting silhouette for the Strategic Alliance Agreement (SAA) between the Nigerian Petroleum Development Company (NPDC) and Atlantic Energy Drilling Concept Nigeria Limited. From all available documentary evidence, the SAA, which paved the way for Atlantic Energy to operate some oil blocks during the administration of former President Goodluck Jonathan, has left the country short-changed of about $2billion, excluding hundreds of millions of dollars as bank loans and money owed to workers and contractors.
After four years of the alliance, everything suggests that NPDC and Atlantic Energy owe Nigerians a lot of explanations regarding how some oil blocks – OMLs 26, 30, 34, 42, 60, 61, 62 and 63 – were handled between 2011 and 2014, including outright theft of proceeds from all the millions of barrels of crude oil lifted during in the four years.
A portfolio company
Like a well-choreographed movie, it all started on a measured pace. On July 19, 2010, Atlantic Energy Drilling Concept Limited (AEDCNL) was incorporated as a portfolio company. That was barely three months after Mrs Diezani Alison-Madueke, former Minister of Petroleum Resources, assumed office after her redeployment from Mines and Steel Development Ministry. Curiously, the company changed its name to Atlantic Energy Drilling Concepts Nigeria Limited (AEDCNL) on October 27, 2011. However, Atlantic Energy, even without prior record of successful experience in the oil and gas sector, announced that it had entered into a Strategic Alliance Agreement (SAA) with the Nigerian Petroleum Development Company (NPDC) in April 2011.
That was exactly six months before AEDCNL was legally born. In a capsule, the company that claimed to have signed the SAA with NPDC was not legally in existence when the deal was shoddily consummated in April 2011. As unknown portfolio company, Atlantic Energy was operating from a temporary office accommodation before it opened office in 2012 at 32a Adetokunbo Ademola Street, Victoria Island, Lagos, after the NPDC fortune had smiled on it. With the NPDC contract in its kitty, Atlantic Energy embarked on a massive recruitment exercise, poaching good hands in the oil industry, which it used to actualise its planned scheme to play big in Nigeria’s highly shady oil and gas sector.
But all that never dissuaded partners in the deal from embarking on a hot business romance at the expense of the country. The SAA covered 4 Oil blocks: OML 26 – FHN; OML 30 Shoreline; OML 34 – Niger Delta Oil, and OML 42 Neconde, all sold by Shell /Agip and Total. It was obvious that the NPDC granted the SAA in absolute secrecy without following any due process as stipulated in the government procurement laws and policy. With the sale of the four oil blocks, in which the Federal Government owns 55 per cent, the National Petroleum Investment Management Services (NAPIMS), which oversees national investments in Joint Venture Companies (JVCs), Production Sharing Companies (PSCs), and Services and Services Contract Companies (SCs), transferred the ownership to NPDC as the upstream producing arm of the NNPC.
Although the NPDC should have paid NAPIMS a signature bonus, no payment was made, leading to a loss of asset by the federation and loss of revenue that should have accrued to national coffers. This was confirmed by the recent PwC audit report, which audited remittances from NNPC to the Federation Account after the allegations by Sanusi Lamido Sanusi, former governor of the Central Bank of Nigeria (CBN) who is now the emir of Kano. The audit findings showed that remittances into the Federation Account were not up to date.
An unholy alliance?
The SAA is to enable Atlantic Energy provide fund and technical services and lift oil. Being a funding mechanism, the SAA is meant to enable the owner (NPDC) to accept its strategic partner (Atlantic Energy) to partake in the production sharing of the oil field at a fee called signature bonus, while the strategic partner is expected in return to fund the operations and provide technical support so that it can be reimbursed directly from the production in subsequent periods. Although a good idea that is said to be critical to the survival of the country’s oil and gas industry, the SAA was obviously not managed in the national interest, for it has helped parties in the deal to embark on a stealing spree of public fund after production liftings.
Up till now, industry watchers are still in a shock over how NPDC, which is peopled with some of the best engineers and technical experts, granted the SAA to a company that paraded no track record of requisite experience in the sector – all without following any process as stipulated in the government procurement laws and policy. Besides documentary evidence, findings within the sector showed that the deal was an unholy arrangement between Alison-Madueke, top NPDC officials and the duo of Kola Aluko, who is a known business ally of the ex-Minister, and Jide Omokore, a controversial business mogul who is a Peoples Democratic Party (PDP) stalwart, financier and kingmaker to some governors as well as many senators and members in the House of Representatives. Aluko and Mrs Alison-Madueke have denied any business ties.
Of the two promoters of Atlantic Energy, Omokore had no easily traceable previous experience in the oil and gas industry, while Aluko had.
Inside the raw deals
Atlantic Energy approached two Nigerian banks for loans. Going by the books of Atlantic Energy, the loans were meant for the payment of signature bonus and cash calls to NPDC. Therefore, in 2011, it took a loan of $490million, with First Bank contributing $370million and Skye Bank $120million. At the beginning of the deal, Atlantic Energy actually paid the signature bonus of $135 and cash calls of $68 to NPDC from the loan, totalling $203 million out of $490million lifeline provided by the two banks.
But another weighty, if not damning evidence that was to expose the shoddiness of the SAA came in the early life of the deal. In 2011, shortly after securing the juicy contract, it was NPDC that lifted crude oil (947,096 barrels) on behalf of Atlantic Energy and remitted $102m into the coffers of its strategic partner; instead of Atlantic Energy to lift oil and remit proceeds. Why? It was because Atlantic Energy, a mere portfolio company at the time it was handed the sweetheart contract, was still too new and untested to even secure an export permit for such a venture as at the time, thus showing the level of involvement of the top echelons of the Petroleum Ministry and NPDC officials.
A detailed scrutiny of the cash calls schedules and other papers also showed that the plundering galore continued till 2012 and 2013. For example, in 2012 alone, Atlantic Energy paid cash calls worth $168m, but lifted crude oil of about 3million barrels valued, conservatively at over $350 million. Despite the differentials in remittances, NPDC continued to look the other way as Atlantic Energy lifted about 2million barrels of crude oil in 2013, valued at about $240million, but paid cash calls of $68million. In 2014, records also revealed that Atlantic Energy paid zero cash calls and lifted about 500,000 barrels of crude oil, valued at $54 million, with all the funs siphoned abroad as payments for vendors sources say are phony.
Again, the promoters incorporated the Atlantic Brass Development Company Limited on February 5, 2013. As usual, it was hurriedly granted another set of SAA. The SAA covered another set of 4 blocks: OML – 60; OML – 61; OML – 62; OML – 63. Unlike in the previous deals in 2011 and 2012, when it paid a fraction of obligatory funds, the company simply pocketed all the proceeds, paying pay no signature bonus or any cash calls at all despite lifting about 8 million barrels of crude oil, valued at $800 million at the time. Instead various amounts of money were transferred to the accounts and investment companies in UK, Dubai and Switzerland. They also opened mirror accounts of Atlantic Energy Brass in the UK and Switzerland (see the table on foreign accounts).
However, with the fall of the administration of Jonathan, the chicken seemed to have come home to roost, as the NPDC, which seemed to have condoned all the infractions of its strategic partner, has suddenly woken from slumber. In a letter from NPDC, dated May 6, Atlantic Energy was asked to pay its outstanding indebtedness OMLs 26, 30, 34, and 42, totalling $573,668,090 (five hundred and seventy three million, six hundred and sixty eight thousand, ninety dollars).
“This is to inform you that we have not yet received any payment on outstanding cash call obligations after our reconciliation sign-off, dated August 28, last year. Kindly remit the sum of $573,668,090 (five hundred and seventy three million, six hundred and sixty eight thousand, ninety dollars) only, being amount due to OMLs 26, 30, 34, and 42,” said the NPDC.
An analysis of the reconciliation sheet revealed that the $573,668,090 was just a fraction of the cash calls, as some huge returns that were yet to be subjected to technical and financials by the two parties were not included.
But the bad state of finances on OMLs 26, 30, 34, and 42 paled when compared with that on OMLs 60, 61, 62 and 63 where Atlantic Energy owes NPDC a staggering $1,250,644,474.54 (one billion, two hundred and fifty million, six hundred and forty four thousand, four hundred and seventy four dollars).
In another letter from NPDC, dated May 6, Atlantic Energy was reminded of its outstanding indebtedness.
“This is to inform you that we have not yet received any payment outstanding cash call obligations after our reconciliation sign-off, dated August 28, 2014. Kindly remit the sum of $1,250,644,474.54 (one billion, two hundred and fifty million, six hundred and forty four thousand, four hundred and seventy four dollars) only, being amount due on OMLs 60, 61, 62 and 63,” the letter said.
Atlantic Energy has also defaulted on the bank loans from First Bank Plc and Skye Bank. Instead of moving the proceeds of the liftings to the two banks to repay the loans and pay the obligatory cash calls, Atlantic Energy has transferred the funds through various related party companies. As at now, the loans have not been paid while the mounting interest element is also long overdue.
In a letter from Skye Bank, dated April 10, Atlantic Energy was reminded of repayment its outstanding obligations ($39,232,428.16) on the $120 million loan facility it took from the bank.
“Kindly refer to our various correspondence and discussions regarding your outstanding obligations on the above subject facility ($120 million). This is to remind you that the total sum of $39,232,428.16 plus accrued interest is past overdue for payment on your facility,” the letter said.
The letter was signed by Tutu Alu, manager, corporate banking group, and Tosin Faniro-Dada, relationship officer, corporate banking group.
Another letter from First Bank, dated February 20, tacitly refused a request from Atlantic Energy seeking to restructure the loan facilities it has received from the bank, hinging it on some stringent conditions.
“We refer to the meeting held on 19th February 2015 and your request for a restructure of your facilities coupled with lenders’ consent to change the ownership structure of Atlantic Energy. We wish to state that, even as we are mindful of the set timeline, we are constrained to progress your request further until we receive the following documents: (1) copy of the executed NPDC/Atlantic Energy reconciliation, (2) copy of executed NPDC repayment plan, (3) addendum to the SAA, (4) NPDC consent to the restructure of the company.”
The FBN letter also included the following conditions that must be met before considering Atlantic Energy’s request: “provision of standby Letter of LC to secure crude oil liftings, and payment of all overdue obligations, coupled with the injection of $100 million to reduce exposure to lenders.”
The letter was signed by Deji Abisola, business manager, corporate banking group (energy and utilities), and Jide Ayeronwi, group head, corporate banking group, (energy and utilities).
Also, in spite of the billions of dollars it has enjoyed over the years, Atlantic Energy has not filed its accounts with the Federal Inland Revenue Service (FIRS) as stipulated by law. Using an influential lawyer, who sources said is the company’s legal backbone, Atlantic Energy has continued to hold on to the legal advice that it is not liable to tax.
In a letter from FIRS, dated February 17 , Atlantic Energy was warned of the consequences of its refusal to submit the accounts and returns within the next ten days. It was signed by the duo of Okeowo Taiwo, and Ocheja E.F., FIRS’ manager (tax) and deputy manger (tax) respectively.
It reads: “It is worrisome to note that we are yet to receive the draft accounts/returns as promised. Let me remind you that the accounts/returns are long overdue for submission. You are advised to submit the accounts/returns within 10 days from the date of receiving this letter, failing which FIRS shall enforce compliance with the relevant tax laws.”
Transfers, cash withdrawals
Sadly, a company that could not meet its financial obligations was on a spending binge, with its directors living ostentatiously (owing private jets and armoured jeeps) and transferring huge sums – sometimes in billions and millions of naira and dollars – into accounts of both local and foreign organisations. And if the local transfers raised some red flags, so were the numerous transfers of millions to foreign accounts (see a table on foreign accounts) of Expedia Marine Company Limited, Energy Property Development Ltd, Petrochemicals Offshore, SPOG Petrochemicals Limited, Premium Aviation Services Ltd, Ibalex Nigeria Limited, and numerous others, where funds were paid at different times.
Interestingly, Atlantic Energy is enmeshed in huge debts – albeit self-imposed. But it seems the embattled company is not ready to go down alone. Not only has it closed its office, it also did not pay its staff for more than one year. It has equally defaulted in the payment of workers’ pension and PAYEs, leading to a mass resignation crisis that swept the company even before it closed its shop recently. Even business partners were not left out, as Atlantic Energy, which kept booking flight tickets and enjoying services from international and reputable companies, did not meet its obligations to its numerous clients, wrecking havoc on several businesses. Now, Atlantic Energy owes NPDC about $2billion, banks $550million, workers $5million, and other vendors $20million. This explains why the banks as well as NPDC appear helpless, as Atlantic Energy is frantically looking for investors to buy the company and the massive debts to boot.
The Nation learnt that the promoters of Atlantic Energy are negotiating a soft-landing with some people that are very close to the corridors of power with a view to refunding a paltry amount. Their stratagem is to sway the new administration to avoid the “unnecessary controversies” that a probe may generate so that they can be asked to go and sin no more. As part of a grand strategy to achieve their objective, some foot soldiers have been enlisted, including some highly-placed Nigerians, to reach out to President Muhammadu Buhari to strike a deal on their behalf, fearing that any inquiry into the books of NPDC and other agencies in the highly opaque oil and gas sector will most likely unearth a can of worms. Will President Buhari, who is widely revered as an incorruptible man, allow them to walk away free after what seems like clear financial crimes against the country? Time will tell.
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