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 Firm’s 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.

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.

CORE VALUES - I4SP

I – Innovation

I – Integrity

I – Intensity

I – Intelligence

S – Service excellence

P – Professional poise

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 client’s

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.

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.

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.

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.

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 Firm’s partners led the team that advised on Nigeria’s

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.

WORK EXPERIENCE • Oil Rigs: Under the local content regime, the Firm’s 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

Nigeria’s oil and gas legal framework, investment reparation laws, negotiation and deal

structuring.

• Private Refinery: As the regulatory space in Nigeria’s 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 Nigeria’s

premier insurance broking companies which have capacity of changing the landscape of

Nigeria’s insurance brokerage space. As the companies have a multijurisdictional flavour

in both investment and staffing, the Firm’s advice includes in depth analysis of

multijurisdictional legal documentation, directing complex negotiations, regulatory

compliance advisory, deal structuring, asset enhancement and tax planning.

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 client’s 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 Nigeria’s 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 Chevron’s stake in Texaco Nigeria’s 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 Nigeria’s corporate procedural law and remains a milestone in corporate litigation in

Nigeria. Our Partners also advised one of Nigeria’s 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.

KEY CONTACTS

KANAYO CHUKS, OKOYE - kanayo@pentagonpartnerslp.com

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.

Kanayo’s 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 Nigeria’s 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.

KEY CONTACTS

ODIAKA VINCENT, IWEZE - vincent@pentagonpartnerslp.com

Vincent is a consummate practitioner with core expertise in effective dispute resolution practice and he

heads the Firm’s Dispute Resolution Services. Though experienced in Nigeria’s 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 Court’s interpretation of the CAC’s 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 Nigeria’s 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.

KEY CONTACTS

EGHOSA COURAGE, ISIBOR - courage@pentagonpartnerslp.com

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.

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: info@pentagonpartnerslp.com

www.pentagonpartnerslp.com