NIGERIA SOVEREIGN INVESTMENT AUTHORITY
REF NO: NSIA/LA/EOI/NIFG/2026/001
EXPRESSION OF INTEREST (EOI) FOR PROVISION OF LEGAL ADVISORY SERVICES FOR THE NIGERIA INFRASTRUCTURE FINANCING AND DE-RISKING PLATFORM FOR GROWTH AND JOBS (INFRAGROW)

1. ABOUT NIGERIA SOVEREIGN INVESTMENT AUTHORITY
The Nigeria Sovereign Investment Authority is an investment institution established by the NSIA (Establishment, Etc) Act 2011 and co-owned by all the federating units of Nigeria. The Authority was established to achieve three broad mandates, which essentially are to:
a. build a savings base for the Nigerian people
b. enhance the development of Nigerian infrastructure, and
c. provide stabilization support in times of economic stress.
These mandates are to be achieved through the management and investment of three statutorily fixed and ring-fenced funds, via the Nigeria Infrastructure Fund, the Future Generations Fund, and the Stabilization Fund.

2. PROJECT OVERVIEW
The Nigeria Sovereign Investment Authority (NSIA), in partnership with the World Bank, is in the process of establishing the Nigeria Infrastructure Financing and De-Risking Platform for Growth and Jobs (INFRAGROW) (the “Platform”): a purpose-built, full-stack de-risking platform that moves infrastructure projects through an integrated conveyor belt of bankability under a consolidated Group structure. The Platform comprises a holding company (HoldCo) and four ring-fenced subsidiaries.
To mobilize private capital at scale, the Platform functions through four distinct but interlinked institutional Facilities:
a. Project Preparation Facility (PPF) – The “Factory”
b. Viability Gap Fund (VGF) – The “Bridge”
c. Risk Capital Facility (RCF) – The “Investor”
d. Credit Guarantee Vehicle (CGV) – The “Guarantor”
To complete the suite of foundational advisory services required for the operationalisation of the Platform, it is now necessary to procure a suitably qualified Legal Advisor. The Legal Advisor will be responsible for developing the comprehensive legal and regulatory architecture underpinning the Platform, bringing HoldCo and each subsidiary to legally operational, regulatory-ready and third-party capital ready status, and supporting the first institutional capital close and the Group launch.

3. SCOPE OF SERVICES
The scope of services includes but is not limited to:
• Regulatory and Enabling Framework
• Entity and Inter-Facility Documentation
• Fund Formation and Capital-Raise Documentation
• Pathfinder Transaction Interface
• Counterparty and Partnership Agreements
• Compliance and Fiduciary Framework
• The Legal Advisor will be expected to work closely with the financial and technical advisory teams (the Lender’s Technical and Financial Adviser), the Unified Operating System Consultant and with the WBG’s legal and fiduciary teams, to ensure a fully integrated and legally sound platform. Tax, regulatory and offshore specialist counsel may be separately engaged by NSIA and will be coordinated by the Legal Advisor.
Detailed Terms of Reference (ToR) will be provided to shortlisted firms at the Request for Proposal (RFP) stage.