When a former governor of one of Nigeria’s poorest states emerges years after leaving office as the central figure in a transaction worth roughly $750 million — about ₦1.088 trillion at the reported transaction value — Nigerians are entitled to ask a simple question: where did the money come from?
That question becomes considerably more serious when the transaction involves one of Nigeria’s most strategically important electricity-generating companies, and when the politician at the centre of the transaction had previously been investigated by anti-corruption agencies and had funds linked to him forfeited by a Federal High Court.
This is the Geregu Power story.
But the story is not quite as simple as “Yari paid ₦1 trillion for Geregu.”
The available evidence indicates that MA’AM Energy Limited acquired 95 percent of Amperion Power Distribution Company Limited, the holding vehicle through which Femi Otedola controlled Geregu Power. Because Amperion controlled approximately 77 percent of Geregu Power, the transaction transferred ultimate beneficial control of roughly 77 percent of the publicly listed power company to MA’AM Energy. Geregu itself said there was no direct transfer of Geregu shares on the Nigerian Exchange.
The transaction was reported at approximately $750 million, equivalent to roughly ₦1.08–₦1.09 trillion, and was financed by a consortium of Nigerian banks led by Zenith Bank. BlackBirch Capital acted as financial adviser.
That distinction matters.
Because the first question is not necessarily, “Where did Yari get ₦1 trillion in cash?”
It is:
Who lent him the money, on what terms, against what collateral, based on what financial statements, and after what assessment of his ability to repay?
And then comes the bigger regulatory question:
How did a transaction that ultimately transferred control of 77 percent of a publicly listed Nigerian power company pass through the regulatory architecture without the public receiving a clear explanation of the beneficial owner's financial capacity and source of funds?
The ₦1 trillion did not apparently come from Yari's bank account
This is the first point that needs to be established before the debate becomes distorted.
The transaction was not publicly described as Yari writing a ₦1 trillion cheque from personal savings.
Reports indicate that a consortium of banks led by Zenith Bank financed the acquisition.
That changes the nature of the investigation.
A leveraged acquisition can be perfectly legitimate.
A person does not need ₦1 trillion sitting in a personal account to acquire a company worth ₦1 trillion. Private equity investors, corporations and wealthy individuals routinely use acquisition financing.
But that does not eliminate the source-of-funds question.
It makes it more sophisticated.
Investigators should be asking:
- How much equity did MA’AM Energy contribute?
- How much did the banks lend?
- Which banks participated?
- What collateral secured the facilities?
- Was Geregu's cash flow used as security?
- Were shares in Amperion or Geregu pledged?
- Were personal guarantees provided?
- What was Yari's declared net worth before the acquisition?
- What financial statements did MA’AM Energy provide?
- How long had MA’AM Energy been operating?
- What were its revenues and assets before the transaction?
- Who ultimately benefited from the acquisition?
- What was the precise source of the equity contribution?
These are not unreasonable questions.
They are exactly the kind of questions that should arise whenever a relatively obscure corporate vehicle is involved in a billion-naira-scale acquisition.
Who actually owns MA’AM Energy?
This is where the story becomes even more interesting.
Corporate records reported after the acquisition showed MA’AM Energy with four individuals holding 25 percent each.
They include Abdulkarim Tsafe, Jari Jafar, Abdulaziz Ahmad and Abdulaziz Yari's son, Abdulaziz Yari. The four were registered as persons with significant control on October 17, 2025.
That structure is important because the public narrative has frequently referred to the acquisition as “Yari buying Geregu.”
Legally and corporately, the situation is more complicated.
The vehicle was MA’AM Energy.
The company acquired 95 percent of Amperion.
Amperion controlled approximately 77 percent of Geregu.
And the corporate structure identifies several shareholders rather than Senator Yari alone.
Yet Yari became chairman of Geregu after the acquisition. Geregu's 2025 audited financial statements recorded Senator Yari as having an indirect interest in 1,921,069,613 Geregu shares.
That makes beneficial ownership transparency crucial.
Nigeria should not be satisfied with asking who appears on the first page of a corporate shareholding document.
It needs to know who supplied the capital, who controls the capital, who guarantees the debt and who ultimately enjoys the economic benefit.
And this is where Yari's history matters
Senator Abdulaziz Yari was governor of Zamfara State from May 2011 to May 2019.
His tenure cannot automatically be treated as the source of his present wealth. That would be an accusation, not evidence.
But it cannot simply be erased from the discussion either.
After Yari left office, the EFCC said it was investigating more than 60 cases connected to Zamfara's previous administration involving over ₦200 billion.
In January 2021, the ICPC secured a final forfeiture order involving funds linked to Yari and companies associated with him.
The Federal High Court ordered the forfeiture of approximately ₦278.99 million and foreign-currency funds, including money in Zenith and Polaris Bank accounts. The ICPC said the funds were proceeds of unlawful activities; the court held that Yari had failed to show good cause regarding the money.
That judicial history is particularly relevant to today's Geregu question.
It does not prove that money used in the Geregu acquisition came from Zamfara State.
There is no evidence in the sources reviewed establishing that connection.
But it does establish something else:
Yari's financial history had already been sufficiently serious to attract investigation, asset-freezing proceedings and forfeiture orders.
That makes the financial due diligence surrounding a ₦1 trillion-scale acquisition even more important.
The ₦251 billion allegation
There was also a separate political and administrative controversy after Yari left office.
A transition committee established by his successor alleged that his administration had misappropriated approximately ₦251 billion. Yari rejected the allegation, saying it was misleading and that he had left money in the state's coffers.
The allegation itself should not be presented as established fact.
But it formed part of the broader financial controversy surrounding his administration.
There were also petitions calling for investigation of alleged financial misconduct involving contracts and state resources. Those petitions contain allegations that were not themselves proof of criminal liability.
The important point for the Geregu story is therefore not:
“Yari was governor, therefore the Geregu money came from Zamfara.”
That conclusion would be intellectually dishonest.
The legitimate question is:
Given the history of financial investigations surrounding the former governor, what enhanced due diligence was performed before a politically exposed person associated with a newly structured acquisition vehicle gained control of a strategically important listed power company?
That is a much stronger question.
So was the SEC “sleeping”?
This is where the public debate needs more precision.
It would be premature to claim that the Securities and Exchange Commission simply “approved the deal” and ignored everything.
The transaction was deliberately structured at the Amperion level rather than through a direct sale of Geregu shares.
Geregu's own disclosure stated that MA’AM Energy acquired 95 percent of Amperion and that the transaction did not involve a direct transfer of Geregu shares. Nevertheless, the ultimate beneficial ownership of 77 percent of Geregu changed.
That structure creates a legitimate regulatory question.
The SEC itself says that acquisitions involving public companies fall within its capital-market regulatory framework. Its published M&A guidance says that direct or indirect purchases of majority ownership that confer control can fall within its purview, subject to the applicable thresholds and rules.
More importantly, the SEC's own acquisition checklist says that, for transactions falling within its takeover/acquisition regime, the source of funds must be clearly disclosed and supported by documentary evidence. It also requires financial information, corporate documents, valuation information and other transaction documentation.
That is why the Geregu transaction deserves scrutiny.
Not because the SEC necessarily did something unlawful.
But because Nigerians deserve to know which regulatory route the transaction took.
Was SEC approval or a no-objection obtained?
Was the transaction treated as a takeover, restructuring, indirect acquisition or another category?
What source-of-funds documentation was submitted?
Was an assessment made of the beneficial owners?
Was the acquisition vehicle's financial capacity independently verified?
Was the transaction considered to create a change in control of a listed company?
And if the answer to those questions is yes, what did the regulators actually establish?
The public record reviewed for this article does not establish that the SEC completed and publicly disclosed a substantive source-of-funds investigation into Yari personally.
That is a disclosure gap—not proof that the SEC did nothing.
The holding-company route deserves particular attention
This is arguably the most important technical aspect of the transaction.
If someone buys shares directly in a listed company and crosses certain ownership thresholds, the regulatory consequences are relatively visible.
But if the same economic control is transferred by selling the company that owns the listed company's controlling stake, the transaction becomes more complicated.
That appears to be what happened here.
Otedola's stake was held through Amperion.
MA’AM Energy bought Amperion.
The result was that control of Geregu changed without Geregu's own shares being directly transferred on the NGX.
This is precisely why regulators must focus on substance rather than form.
The question cannot simply be:
“Were Geregu shares traded?”
The question should be:
“Did control of a publicly listed Nigerian company change hands?”
The answer is clearly yes.
Geregu itself acknowledged that the restructuring resulted in a change in the ultimate beneficial ownership of 77 percent of its issued share capital.
The regulator's own rules make the source-of-funds question unavoidable
The SEC's published M&A checklist is particularly revealing.
It contemplates disclosure of:
“Sources of fund to finance the acquisition”
and says such sources should be backed by documentary evidence.
The checklist also calls for annual reports and accounts, corporate documents, information memoranda, share-purchase agreements and other transaction documentation.
So Nigerians should not have to speculate indefinitely about where the money came from.
There should be a regulatory file.
There should be financing documentation.
There should be evidence of the equity contribution.
There should be evidence of the debt financing.
There should be beneficial ownership information.
There should be evidence showing how the acquisition was funded.
The public may not be entitled to every commercially sensitive term of a private financing agreement.
But regulators should be able to demonstrate that the money was properly traced.
Then came the Geregu bond crisis
The timing makes the questions even more uncomfortable.
Less than a year after the acquisition, Geregu encountered serious financial pressure.
In August 2026, reports emerged that the company had defaulted on a ₦40 billion bond, although the immediate amount due was approximately ₦6 billion rather than the full ₦40 billion face value. Geregu's chairman, Yari, said he would provide the immediate funds required to settle the outstanding obligation.
Agusto & Co subsequently withdrew the company's credit rating after the default and cited insufficient reliable information to maintain the rating opinion.
This development does not prove that the acquisition was improperly financed.
But it raises a perfectly legitimate financial question:
What did the lenders know about the post-acquisition balance sheet and debt-servicing capacity of the business when they financed the takeover?
If a consortium of banks was willing to finance a $750 million acquisition, the banks must have had their own credit analysis.
That analysis should have examined the company's earnings, cash flows, assets, debt obligations and ability to service acquisition-related financing.
That is normal banking practice.
And if the acquisition was substantially leveraged, the distinction between Yari's personal wealth and the acquired company's ability to generate the cash required to service the transaction becomes critical.
Otedola's side of the equation is much easier to understand
There is considerably more public information explaining how Otedola arrived at the other side of the transaction.
Otedola took Geregu public in October 2022 at an initial market value of about ₦250 billion.
By December 2025, the company was valued dramatically higher, allowing him to exit his controlling position at approximately $750 million.
For Otedola, therefore, the transaction was a classic monetisation of a successful investment.
He had built and held the controlling position.
The market value had risen.
A buyer appeared.
He sold.
The mystery is not principally why Otedola had an asset worth hundreds of millions of dollars.
The mystery is how the buyer assembled the financial capacity to purchase it.
The real question for Zenith Bank
There is another institution that deserves scrutiny: the banks that financed the acquisition.
If Zenith Bank led the consortium, Nigerians should ask what its credit committee saw.
A ₦1 trillion transaction is not a normal personal loan.
It requires significant due diligence.
The banks would presumably have examined:
- MA’AM Energy's corporate structure;
- its shareholders;
- its beneficial owners;
- the value of Geregu;
- Geregu's historical earnings;
- future electricity-market prospects;
- debt-servicing capacity;
- collateral;
- equity contribution;
- acquisition structure;
- regulatory approvals;
- source of the buyer's equity;
- and the exit or repayment strategy.
If the banks were satisfied, the public should understand the broad architecture of the transaction.
If the banks were not satisfied, why was the money lent?
And if the acquisition was primarily financed with Geregu-related assets and future cash flows, then saying “Yari had ₦1 trillion” is misleading.
He may not have.
He may have acquired control using other people's money.
And if so, the investigation should focus on the leverage structure, not merely his personal bank balance.
There is another uncomfortable coincidence
Yari's career trajectory makes the Geregu transaction symbolically powerful.
He left public office in 2019.
The state he governed had faced serious financial controversies.
By 2021, courts had ordered forfeiture of funds linked to him after the ICPC proceedings.
Yet by December 2025, a corporate vehicle associated with his family had become the vehicle through which control of a multitrillion-naira publicly listed power company changed hands.
That transformation deserves an explanation.
Not a social-media accusation.
Not political propaganda.
Not an assumption that every naira must have come from corruption.
An explanation.
How much did Yari personally contribute?
How much did his family contribute?
How much did MA’AM Energy contribute?
How much did the banks contribute?
What collateral was pledged?
Who guaranteed the loans?
What was the source of the equity contribution?
What was Yari's declared net worth immediately before the transaction?
What did the SEC receive?
What did NGX RegCo receive?
What did the banks receive?
And, crucially:
Was the beneficial ownership structure fully disclosed to every relevant regulator?
Nigeria's regulators cannot hide behind corporate structure
The greatest danger is allowing corporate complexity to become regulatory invisibility.
MA’AM Energy bought Amperion.
Amperion controlled Geregu.
Geregu remained listed.
The shares did not directly change hands on the NGX.
But the person sitting at the head of Geregu changed.
The ultimate beneficial owner of 77 percent changed.
The financing changed.
The board changed.
The management changed.
That is economically a change of control, regardless of which corporate layer was used to execute it.
This is precisely why regulators need to look through corporate structures rather than simply checking whether paperwork has been technically completed.
What should happen now?
The answer should not automatically be prosecution.
It should be forensic transparency.
The SEC, NGX RegCo, CBN and the relevant financial-intelligence and anti-corruption authorities should establish exactly what happened.
First, the transaction documents should be reviewed.
Second, the acquisition financing should be traced.
Third, the equity contribution should be identified.
Fourth, the beneficial ownership of MA’AM Energy should be independently verified.
Fifth, the collateral securing the bank financing should be established.
Sixth, regulators should determine whether all required approvals and notifications were obtained.
Seventh, the transaction should be tested against applicable takeover, beneficial-ownership, politically exposed person and anti-money-laundering requirements.
And finally, the regulators should explain whether the transaction was reviewed under the applicable SEC rules and, if so, what conclusions were reached.
The SEC's own published rules make clear that its M&A framework is designed to examine significant acquisitions and that source-of-funds evidence can form part of the required documentation.
The question Nigerians should be asking
The lazy question is:
“Where did Yari get ₦1 trillion?”
The better question is:
“How was a $750 million acquisition by MA’AM Energy financed, who supplied the equity, who supplied the debt, who guaranteed it, and what did Nigeria's regulators establish about the beneficial ownership and source of funds before control of 77 percent of Geregu Power changed hands?”
That question is harder.
It is also fairer.
Because it does not presume guilt.
It demands evidence.
And in a country where public officials can leave office and later appear behind billion-naira corporate acquisitions, that is precisely what the regulatory system should provide.
The Geregu transaction should therefore not be treated merely as the story of Femi Otedola selling a profitable power investment to another Nigerian businessman.
It should become a test of whether Nigeria's financial-regulatory system can answer one fundamental question:
Can the Nigerian state follow the money when a politically exposed person suddenly becomes powerful enough to acquire control of a company worth trillions of naira?
If the answer is yes, regulators should show the evidence.
If the answer is no, then the Geregu transaction has exposed a regulatory weakness much bigger than one politician or one power company.
And that is the real story.
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