Tamil Nadu Transmission Corporation Limited (TANTRANSCO); the state-owned transmission utility of Tamil Nadu; intends to monetize its existing transmission assets to recycle capital and attract private sector participation. IFC will support TANTRANSCO in designing a bankable PPP framework for monetizing selected transmission assets under the Acquire; Operate; Maintain; and Transfer (AOMT) model as per the Ministry of Power; Government of India¡¯s 2022 guidelines on transmission asset monetization; with necessary deviations to address implementation challenges; broaden bidder participation; and optimize pricing outcomes. The assets identified for monetization under this Project include: i. 765 kV Ariyalur Substation (SS) ii. 765 kV transmission line from Ariyalur to Thiruvalam SS; spanning 173.56 kilometers iii. 400 kV transmission line from Ariyalur to Pugalur SS; covering 3.58 kilometers iv. 400 kV transmission line from Ariyalur to Kalivanthapattu SS; covering 3.64 kilometers In this context; IFC is seeking the services of a specialized team of Legal Consultant that will assist IFC with legal structuring and due diligence. The scope will include review of the national and state regulatory and contractual framework for monetization of transmission assets including AOMT model; taxation laws and policies to cover capital gains taxes; asset transfer related taxation; recommend enhancements to the AOMT guidelines to improve bankability; advise on SPV incorporation; drafting petitions (including asset-specific tariff adoption by TNERC); and applications for relevant approvals; review requirements for transferring the SPV to the winning bidder under the AOMT model; review existing agreements related to the transmission assets; evaluate PPP options from a legal perspective; outlining roles and responsibilities of different parties; prepare bid documents; assist in design of the bid evaluation criteria as well as the process for bid evaluation.