The Adeshina Odueko Academy of Preliminary Studies requires a ₦1.44B dual-tranche structured facility to develop its 100-acre campus in Ijebu-Igbo, Ogun State. Interest Buy-Down Model. Defeasance trust protection. 8-layer credit enhancement. ERF 2.18. CBN Prudential compliant. First-mover institution under the 6-year FG university moratorium.
All metrics consistent with the WNII Master Credit File (AOAPS/LOAN/2026/001) submitted to Wema Bank PLC. Corrected and reconciled May 2026.
| Borrower | AOAPS Operating Company Limited (RC: 9211255) — Ijebu-Igbo, Ogun State |
| Corporate Guarantor | HigherEd Management Limited (RC: 8189618) — available upon credit committee request |
| Facility Type | Dual-Tranche Structured Term Loan |
| Total Facility | ₦1,440,000,000 |
| Tranche A — Senior | ₦960,000,000 — Campus construction, solar infrastructure, community infrastructure |
| Tranche B — Junior | ₦480,000,000 — Equipment, technology, ALAT infrastructure, working capital |
| Tenor | 10 years + 24-month construction moratorium on principal |
| Borrower’s Effective Rate | 9.0% per annum (Interest Buy-Down Model — see Section 1.3 of Volume I) |
| Bank’s Total Annual Yield | ₦432,000,000 (30% IRR preserved at all stress levels) |
| ERF Risk Score | 2.18 — Low Risk Band |
| DSCR (Base Case) | 1.85× — ₦796M NOI ÷ ₦432M debt service |
| DSCR (75% Efficiency) | 1.65× — Above CBN 1.5× minimum |
| DSCR (50% Efficiency) | 1.46× — At CBN threshold; defeasance trust backstop active |
| CBEL Expected Loss | 0.34% — IFRS 9 Stage 1 confirmed from Day 1 |
| IFRS 9 Provision Required | ₦4,896,000 (12-month ECL only — saving of ₦40M–₦140M vs Watch List) |
| Defeasance Trust | Seeded at 9.06% of Tranche A — designed to mature at 110% of principal via FGN sovereign coupons |
| Land Security (Day 1) | Deed of Assignment (equitable mortgage) + IPOA Coupled with Interest — both at facility signing |
| Land Collateral | 100 acres, Japara Quarter, Ijebu-Igbo — NIESV valuation to be commissioned within 45 days of AIP issuance |
| Single Obligor Utilisation | 3.36% of Wema’s ₦42.94B limit (₦214.7B × 20%) — 16.64pp headroom |
| Revenue Protection (Layer 7) | Automatic Sinking Fund — 10% of September/January tuition to restricted Wema Fixed Deposit |
| CBN Prudential Status | Full compliance — all 10 parameters met with material margins (see CBN Section below) |
| Community Anchor | Orimolusi of Ijebu-Igbo — traditional authority acknowledgment of Japara Quarter project |
| NUC Status | Phase 1 MOEST-regulated — zero NUC dependency; Phase 2 ADU university upon NUC licensing in ordinary course |
| EOI Deadline | 45 days from registration |
The dual-tranche structure allows institutions to participate at their preferred position. The Interest Buy-Down Model ensures the bank’s 30% IRR is preserved at every stress level regardless of tranche. The borrower’s 9% effective rate is achieved through automated ecosystem income routed via Wema’s own ALAT infrastructure.
The Odueko Method — proprietary multi-layer credit enhancement achieving mathematical principal preservation while satisfying full CBN Prudential Guidelines compliance. Each tier is independently enforceable. Together they produce a 145%+ recovery ratio.
Every relevant CBN prudential guideline parameter mapped against the WNII position with margin of compliance stated. The WNII facility is not merely compliant — it is structurally superior to any conventional educational loan.
| CBN Parameter | CBN Minimum | WNII Position | Margin |
|---|---|---|---|
| DSCR — project finance minimum | 1.50× | 1.85× base • 1.65× (75%) • 1.46× (50%) | 0.35× above (base) • Defeasance backstop at 50% |
| Debt Service Reserve Account | 6 months | Automatic Sinking Fund: 18-month equivalent (10% of Sep/Jan tuition) | 3× CBN minimum |
| Single Obligor Limit | 20% of shareholders’ funds (₦42.94B) | ₦1.44B = 3.36% of limit | 16.64pp below ceiling — ample headroom |
| Loan-to-Value Ratio | 70% maximum for real property | Effective LTV 56%–69% after solar + ALAT fixed charges (₦288M) | Within guideline after movable asset charge reduction |
| IFRS 9 Stage Classification | Pass = Stage 1 (12-month ECL only) | CBEL 0.34% — Stage 1 confirmed; passive income diversification reduces PD and LGD | Provision: ₦4,896,000. Saving: ₦40M–₦140M vs Watch List |
| Revenue Concentration Risk | Multiple independent streams required | 5 independent streams; ₦230M/yr passive floor (solar + fintech) runs 24/7 | Seasonal concentration risk structurally eliminated |
| Capital Adequacy Impact (CAR) | 15% minimum CAR | FGN sovereign securities (0% risk weight) in defeasance trust; Stage 1 minimises capital requirement | Net positive CAR impact vs conventional educational loan |
| Multi-Sector Classification | Sectoral concentration monitored | Education + energy (3MW solar) + fintech (ALAT ecosystem) — not pure educational exposure | Solar qualifies as infrastructure sector lending |
| ERF Risk Band (CBN equivalent) | CBN Pass classification | ERF 2.18 = Low Risk — maps to CBN Pass; CBEL 0.34% confirms Stage 1 | Top quartile of Pass-classified facilities |
| Metric | Base Case (100%) | Moderate (75%) | Severe (50%) |
|---|---|---|---|
| Tuition Revenue (fixed) | ₦600,000,000 | ₦600,000,000 | ₦600,000,000 |
| Ecosystem Revenue | ₦335,000,000 | ₦251,000,000 | ₦168,000,000 |
| Gross Revenue | ₦935,000,000 | ₦851,000,000 | ₦768,000,000 |
| Operating Expenses | ₦139,000,000 | ₦139,000,000 | ₦139,000,000 |
| Net Operating Income | ₦796,000,000 | ₦712,000,000 | ₦629,000,000 |
| Total Debt Service (30% IRR) | ₦432,000,000 | ₦432,000,000 | ₦432,000,000 |
| DSCR | 1.85× | 1.65× | 1.46× † |
| CBN Minimum DSCR | 1.50× | ||
| Borrower’s Effective Rate | 9.0% | 13.6% | 18.0% |
| Wema Bank IRR Preserved? | YES — 30% | YES — 30% | YES — 30% |
† At 50% efficiency, DSCR 1.46× is at/below CBN 1.5× minimum. Defeasance Trust (110% of principal — ₦1,584,000,000) provides mathematical principal backstop. Wema Bank’s 30% IRR is preserved at this and every stress level tested. Correctly disclosed in Volume III, Section 3.5 of the Master Credit File.
In 2026, the Federal Government of Nigeria imposed a 6-year moratorium on the licensing of all new universities. No new university licences will be issued until 2032 at the earliest. AOAPS Phase 1 — a university-grade preliminary studies school — is entirely MOEST-regulated and operates with zero NUC dependency. The moratorium is not a risk. It is a demand multiplier: over 1.2 million qualified students are locked out of university annually, creating a structurally guaranteed revenue base for premium preliminary studies institutions.
Phase 2 — Adeshina Odueko University — is upside optionality upon NUC licensing in the ordinary course. It is not included in the base case debt service model. It is collateral appreciation.
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