Experience in the Oil and Gas Industry

“They go to great lengths to understand your industry, business and specific objectives . . . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.”

Client Quoted In Chambers UK, 2014 Natural Resources

“Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.”

Client Quoted In CHAMBERS USA, 2013

“Sullivan & Cromwell has ‘very thorough knowledge of the industry’.”

Client Quoted In The LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas Oil and Gas

&C has significant and varied experience advising clients Sin the oil and gas sector. Our depth of understanding of the oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of our clients. We provide tailored solutions informed by market knowledge. Our multi-disciplinary approach ensures that clients benefit from our industry experience in each of our core practice areas.

Our Oil and Gas „„ Upstream industries „„ Pipelines

„„ LNG

„„ Downstream

Our core „„ Mergers & Acquisitions and Joint Ventures Practice Areas „„ Project Development and Finance

„„ Capital Markets, Leveraged Finance & Lending

„„ Private Equity

„„ Restructuring

„„ Commodities, Futures & Derivatives

„„ Tax

„„ Sanctions and Trade

„„ Disputes and Investigations

2 “Oil & Gas Legal Adviser of the Year”

Infrastructure Journal, 2011

S&C’s standing in the industry is reflected in the number of major companies it has represented, both directly and in consortia, including:

„„ AEC (Alberta Energy) „„ INPEX

„„ American Energy „„ Nigeria LNG Partners „„ Nippon Oil

„„ BG Group „„ Oleoducto Central

„„ BHP Billiton Petroleum (OCENSA)

„„ BP „„ Oil Search

„„ Cheniere Energy „„ PDVSA

„„ Chevron „„ Repsol

„„ ConocoPhillips „„ Royal Dutch Shell

„„ Devon Energy „„ SeaDrill

„„ Enbridge „„ Sempra Energy

„„ EnCana „„ Statoil

„„ Eni „„ Total

„„ ExxonMobil „„ Transportadora de Gas del Sur „„ Hess

„„ Woodside Petroleum „„ Hunt Oil

3 Oil and Gas

Upstream

&C’s deep industry experience includes significant Supstream projects. This work, often in challenging emerging markets, extends from the structuring and negotiation of host country and commercial arrangements to the eventual financing.

Selected Projects ACG/Azerbaijan Dolphin Energy — “Mega-Structure” (2004) Qatar/UAE (2009, 2012, 2015) The ACG Phase 1 Project was S&C worked as designated the first stage of full-field lenders/underwriters counsel in development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Deep-water Gunashli “mega- refinancing, a project heralded structure” offshore Azerbaijan and as much for its complexity as involves developing the Central its size. The project, the Middle Azeri portion of the Azeri field, East’s largest cross-border gas including the construction of a project, produces gas from the new production platform, a gas North Field in Qatar, the world’s compression and water-injection largest non-associated gas field, platform and subsea oil and and then transports and sells gas pipelines. The ACG Phase 1 the gas to customers in Dubai, Project followed the successful Abu Dhabi and Oman. The initial “Early Oil” component of financing included a $1.25 billion the development of the Azeri, project bond, a $1.142 billion Chirag and Deep-water Gunashli commercial bank debt tranche “mega-structure”, which was (involving the participation of financed in 1998. 22 banks), a $218 million SACE- backed export credit tranche and senior co-lending by the project sponsors, Mubadala Development Company, Total and Occidental. The bank financing was refinanced in the bond market in 2012. In 2015, S&C advised the lenders/underwriters on a new 4 $863 million term loan facility. Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects S&C represented the sponsor (2004, 2015, 2016) were combined upstream consortium which consisted of S&C is advising Tengizchevroil development and liquefaction affiliates of TotalFinaElf, PDVSA LLP (TCO) in its $16 billion facilities. For more information and Statoil in this $4.6 billion project financing to fund the please see “Oil and Gas – LNG” project to develop, produce, $42.5 billion expansion and beginning on page 10. update and export extra heavy modification of its upstream „„ Australia Pacific LNG (2012) crude oil from the Orinoco River operations at the Tengiz super belt in Venezuela, in the largest giant oilfield in Kazakhstan. The „„ PNG LNG (2010) project financing at the time to transaction is the largest upstream „„ Yemen LNG (2008, ongoing) successfully close in Latin America. oil industry project financing The project, structured as an to date and the second-largest unincorporated joint venture, was project financing ever. TCO is a named by IFLR as “Oil and Gas Kazakh partnership comprising Deal of the Year”. affiliates of Chevron, ExxonMobil, KazMunayGas, the Kazakh state oil company, and Lukoil. S&C has advised TCO on numerous other financings since 2004.

5 Oil and Gas

Pipelines

&C has market-leading cross-border pipeline expertise, Shaving advised on several of the most complex cross- border pipeline projects in the world. Our lawyers are adept at addressing the complete range of issues that any pipeline project will need to consider, including key issues arising in connection with host-government and inter-governmental agreements and related structuring issues for cross-border pipelines, such as maritime boundary issues.

Representative Pipeline Projects JURISDICTIONS

Baku-Tbilisi-Ceyhan Pipeline Project Azerbaijan/Georgia/Turkey

Dolphin Energy Gas Pipeline U.A.E./Qatar/Oman

CPC Pipeline Consortium Financing Russia/Kazakhstan

South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe

South Caucasus Gas Pipeline (Shah Deniz) Azerbaijan/Georgia/Turkey

Al-Khaleej Gas Pipeline (proposed) Qatar/Kuwait

Alliance Gas Pipeline Canada/U.S.

Alaska Natural Gas Pipeline (proposed) U.S./Canada

AIOC Western and Northern Routes Azerbaijan/Georgia/Russia

Tengizchevroil (TCO) Kazakhstan/Russia

GasAndes Pipeline Argentina/Chile

Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa) Colombia

6 Facts and figures*

25,036 km of signed or pending pipeline projects S&C has worked on traversing over 20 different countries.

$41 billion approximate amount of debt raised by pipeline projects involving S&C in finance plans including MLAs and ECAs and other agencies such as BNDES, Coface, KEXIM, EBRD, Hermes, IFC, JBIC, MIGA, NEXI, OPIC, SACE, USEXIM, among others.

92 total number of sponsors S&C has advised, individually or as members of consortia, on pipeline projects including IOCs, NOCs from Europe, Asia, Africa, Middle East and Latin America, and independents.

4.45 average number of sponsors S&C has advised on each pipeline project.

68% of S&C pipeline projects involved developments in two or more countries.

80% of S&C’s pipeline projects have taken place in emerging markets.

*as of December 2015

7 Oil and Gas

LNG

&C has been involved in the structuring and financing Sof some of the largest and most complex LNG projects ever undertaken. Our experience in LNG and gas projects extends from drafting and negotiating shareholder arrangements, SPAs, shipping contracts, and construction and operating arrangements to negotiating and drafting limited recourse financings.

“Earns plaudits for its LNG practice.”

Chambers Global, 2015

8 awards and recognitions

Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2016

Cheniere Corpus Christi LNG The largest single project financing in the United States

„„ Americas Deal of the Year ...... Project Finance International

„„ North America LNG Deal of the Year ...... IJ Global

Cameron LNG One of the largest single project financings in the United States

„„ Project Finance Deal of the Year 2014: Americas...... IFLR U.S.

„„ Deal of the Year 2014: Americas...... Trade Finance

„„ Highly commended: “Innovation in Finance Law” 2014. . . . FT Innovative Lawyers North America Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken

„„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International

„„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance

„„ Standout Energy Deal...... FT US Innovative Lawyers

„„ Best Project Finance Deal...... Finance Asia

PNG LNG The world’s then largest-ever energy markets project financing

„„ Global Deal of the Year 2010...... Infrastructure Journal

„„ Asia Pacific Deal of the Year...... Project Finance International

„„ Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance

„„ Energy Projects: Oil & Gas Team of the Year 2010...... Chambers USA Award for Excellence Yemen LNG The first large-scale project financing in Yemen

„„ Global Deal of the Year 2008...... Infrastructure Journal

„„ Oil & Gas Deal of the Year ...... Infrastructure Journal

„„ Middle East Oil & Gas Deal of the Year 2008...... Project Finance

„„ Middle East Oil & Gas Deal of the Year...... Project Finance International Oil and Gas

LNG continued

No firm has more relevant, current experience advising sponsors and borrowers in the complexities associated with world-class projects in the LNG sector. In addition to our significant work in emerging markets, S&C is playing a major role in the wave of LNG matters within the United States.

Selected Global LNG Projects

Freeport LNG (2013) A potential bidder for a significant equity stake in Train 2 of the Freeport LNG project in Freeport, Texas. „ „ „

Cheniere Corpus Christi LNG (2015) Cheniere Energy in the project financing of its $11.5 billion LNG liquefaction project in Corpus Christi, Texas.

Cameron LNG (2014) Sempra Energy in connection with the financing of its $10.5 billion Cameron LNG export terminal in Hackberry, Louisiana.

„„ Commercial development agreements with GDF Suez, Mitsubishi Corporation and Mitsui & Co., Ltd.

„„ DOE approval to export up to 12 Mtpa of domestically produced LNG from the Cameron LNG terminal to all current and future FTA countries.

„„ Financed by JBIC, NEXI and commercial banks.

10 PNG LNG (2010) The project company and consortium in the $18 billion fully integrated LNG project involving the exploration, development and production of natural gas in the highlands of Papua New Guinea, transport of the natural gas over a distance of nearly 450 miles from the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the natural gas into LNG and transport of the LNG to customers in Asia. „ „ „„ PNG LNG was the largest-ever project financing until 2013. „

„„ Financed with a combination of commercial bank debt and export credit agency debt. The „ financing was structured to accommodate project bonds.

West Africa LNG Project Yemen LNG Project (2008, ongoing) Australia Pacific LNG (APLNG) (2012) Borrowers counsel in Yemen LNG in the $4.8 billion APLNG in the $8.5 billion project finance facility connection with a significant upstream, 320 km pipeline and two- for the development of its groundbreaking financing for an LNG facility train LNG liquefaction project in Balhaf. $20 billion coal seam gas to liquefied natural in West Africa. „„ Shareholders are direct or indirect gas project on Curtis Island, Queensland. subsidiaries of Total, Hunt Oil, SK Corp., „„ Advice on commercial contract structuring, Hyundai Corp., Kogas, Yemen Gas Co. pipeline and LNG shipping matters. and Yemen’s pension fund, GASSP. „„ APLNG is owned by Conoco Phillips, Origin and „„ $2.8 billion financing including direct China Petrochemical Corp. (Sinopec). loans from JBIC (buyer’s credit) and KEXIM, uncovered commercial bank „„ First unconventional gas to LNG project in loans, bank loans covered by COFACE, the world. NEXI and KEXIM, and a sponsor senior loan facility.

11 Oil and Gas

Downstream

e have considerable experience with large-scale Wrefinery and petrochemical projects and their financings. The majority of these projects involve complex structuring and incorporate multiple sources of finance, including project bonds and commercial bank loans.

Selected Projects

Bayóvar Phosphorus Deer Park Refining Sweeny Coker Refinery Ore Project Deer Park Refining Limited S&C represented both the capital S&C advised Mitsui & Co., Ltd. Partnership was formed by Shell markets underwriters’ financing in its acquisition from Vale S.A. Oil Company and a subsidiary of and the bank lenders in the of a non-controlling stake in a of Petróleos Mexicanos to $525 million development and phosphorus ore project being own, operate and upgrade construction of a coker and related developed by Vale in the Bayóvar the fuels refinery portion of a facilities at Phillips Petroleum area of Peru’s Piura Province and fully integrated refinery and Company’s refinery complex in the entry into a joint venture with petrochemical facility located in Sweeny, Texas. The project was Vale and The Mosaic Company. Deer Park, Texas. S&C represented designed to enable Phillips to The transaction valued the the underwriters for the initial $1 process lower-cost, heavy sour Bayóvar project at $1.1 billion, billion capital markets financings crude oil and to improve the with a wholly owned subsidiary and lenders for the subsequent profitability of the refinery. of Mitsui purchasing 25% of the expansion financing. project for $275 million. The Phoenix Park Gas Processors transaction represents the first Port Arthur Refinery Limited time that a Japanese company has S&C represented the S&C acted as counsel to Phoenix acquired an economic interest in underwriters, bank lenders Park Gas Processors Limited (the phosphorus deposits. and insurance providers in the project), owned by the National $860 million refinery upgrade Gas Company of Trinidad and project in Port Arthur, Texas. Tobago, Conoco, Inc. and a third The upgrade project included the party, on a $110 million senior construction of additional coking debt financing to expand the and hydrocracking capability and Phoenix Park’s cryogenic natural a sulphur unit. gas processing plant in Trinidad.

12 Cantarell HOVENSA Refinery Cape Horn Methanol S&C represented Citibank, EDC S&C represented HOVENSA Cape Horn Methanol, formerly and the other bank lenders in the in the creation, initial financing a joint venture between the $1 billion Cantarell nitrogen gas and subsequent financing of Henley Group and two Chilean BOOT project in Mexico. The HOVENSA LLC, a 50/50 joint shareholders, Compañía project involved the construction venture between Amerada Hess Manufacturera de Papeles y of facilities for the extraction and Petróleos de Venezuela, S.A. Cartones S.A. (CMPC) and a and eventual delivery of nitrogen (PDVSA), to acquire, own and company in the Menendez Group, gas to Petróleos Mexicanos, the operate the Hess 500,000 bpd constructed a facility in Chilean Mexican state-owned petroleum refinery in the U.S. Virgin Islands. Patagonia to convert natural gas company. In 2002, Hovensa LLC issued new to methanol. S&C represented senior secured tax-exempt revenue the Chilean partners and Egypt Petrochemical Project bonds to pay down borrowings subsequently acted as U.S. counsel S&C represented the sponsor in and to fund an extended debt to Fletcher Challenge limited of the structuring of a confidential service reserves account. New Zealand, which purchased a petrochemical project in Egypt. controlling interest in the project Qatar Petrochemical Project from the Henley Group. KPI Project S&C represented a sponsor in the S&C is representing TCO structuring of a petrochemical as feedstock supplier to this project in Qatar. proposed petrochemical project in Kazakhstan.

13 Oil and Gas

Mergers & Acquisitions

&C has an extensive record advising acquirers, target Scompanies and their financial advisers in mergers and acquisitions in the oil and gas sector. We have had the privilege of working on landmark transactions that have helped shape the industry, and our expertise in this field will be invaluable on any oil and gas industry transaction.

“Sullivan & Cromwell is a dominant force in the energy world at large.”

Chambers USA, 2011

14 Selected oil and gas m&a transactions

„„ Enbridge Inc. (Canada) American Energy Partners, and 100% of TgP’s operator in its $43 billion pending LP, in their agreement to company for approximately acquisition of Spectra Energy acquire 75,000 net acres $607 million. (2014) Corp. (U.S.). (2016) and 175 mmcfe per day of net „„ Consortium comprising Italian production in the southern „„ Columbia Pipeline Group, operator SNAM (45%), GIC, Utica and southern Marcellus Inc. (U.S.) in its $13 billion the Singaporean sovereign Shale plays from East acquisition by TransCanada fund (35%) and EDF (France) Resources, Inc. (U.S.) and an Corporation. (2016) (20% through its dedicated unnamed private company for assets fund), in the $3.3 billion „„ CIC Capital (China) as a $1.75 billion. (2014) (€2.4 billion) acquisition of member of a consortium led „„ American Energy – Permian Transport et Infrastructures by Brookfield in a pending Basin, LLC, an affiliate of Gaz France (France) from $5.2 billion acquisition of a American Energy Partners, Total S.A. (France). (2013) 90% stake in the natural gas LP (U.S.), in its agreement to pipeline unit of Petrobras „„ Borealis Infrastructure acquire approximately 63,000 (Brazil). (2016) (Canada) and Ontario net acres of leasehold in the Teachers’ Pension Plan „„ UIL Holdings Corporation southern Permian Basin, Texas Board (Canada) in the sale (U.S.) in its $4.6 billion from affiliates of Enduring of Express Pipeline System acquisition by Iberdrola USA, Resources, LLC (U.S.) for to Spectra Energy as part of and simultaneous renaming $2.5 billion. (2014) a $1.49 billion transaction. to AVANGRID and listing on „„ Repsol (Spain) as U.S. counsel (2013) NYSE. (2015) in its agreement with Talisman „„ Deutsche Bank AG (Germany) „„ Reservoir Capital (U.S.) Energy (Canada) to acquire and Goldman Sachs & Co. in the establishment of a 100% of the shares of Talisman (U.S.) as financial advisers to $100 million joint venture to for US$8.3 billion. (2014) CVR Energy, Inc. (U.S.) in the acquire oil and gas mineral „„ Canada Pension Plan $2.7 billion unsolicited tender interests in Oklahoma, Texas Investment Board (Canada) offer by Icahn Enterprises L.P. and North Dakota. (2015) in a series of transactions (U.S.). (2012) „„ Castleton Commodities pursuant to which it acquired „„ BHP Billiton (Australia) in International LLC (U.S.) a substantial minority stake its $15.1 billion acquisition in its definitive agreement in Transportadora de Gas of Petrohawk Energy to acquire Morgan Stanley’s del Perú S. A. (TgP) (Peru), Corporation (U.S.). (2011) Global Oil Merchanting including its approximately Energy and Services Deal of business. (2015) $200 million acquisition of the Year – Atlas Awards 2012 a 10.4% stake from Graña y „„ Suncor Energy Inc. (Canada) „„ Consortium comprising ENN in its $4.6 billion acquisition of Montero S.A.A. (Peru) and in Energy Holdings Limited Canadian Oil Sands. (2015) its additional acquisition of a 23.6% stake from Tecpetrol (China) and China Petroleum „„ American Energy – Utica, International S.A. (Argentina) & Chemical Corporation LLC and American Energy – (Sinopec) (China) in the Marcellus, LLC, affiliates of pending $2.2 billion voluntary

15 Oil and Gas

Mergers & Acquisitions continued

general offer for China Gas „„ Sempra Energy (U.S.) in its „„ Tenaris (Argentina/ Holdings Limited (Hong agreement with J.P. Morgan Luxembourg) in its $2.2 Kong). S&C also represented Ventures Energy Corporation billion acquisition of Hydril ENN Energy as borrower of a (U.S.) to sell the global metals (U.S.). (2007) bridge facility from Citigroup and oil and European power „„ Statoil ASA (Norway) in U.S. (withdrawn). (2012) and gas businesses of its global issues relating to its $29 billion commodities joint venture „„ Trafigura Beheer B.V. acquisition of Norsk Hydro’s with RBS. (2010) (Netherlands) in antitrust (Norway) oil and gas business and competition law matters „„ Vallourec SA (France) in its and its $1.97 billion acquisition relating to its $389 million $201 million acquisition of of North American Oil Sands acquisition of the remaining Serimax SAS (France). (2010) Corporation (Canada). (2007) 51.7% interest of Iberian „„ Constellation Energy „„ Inpex Corporation (Japan) in Minerals Corp. (Canada) that it (U.S.) in the sale of its its $3.074 billion acquisition of did not already own. (2011–2012) international commodities Teikoku Oil Co., Ltd. (Japan) „„ Electricité de Strasbourg business to an affiliate of (2006) (France) in its acquisition Goldman Sachs (U.S.) and in „„ Occidental Petroleum of Enerest (France) from the sale of the downstream Corp. (U.S.) in its $3.8 Réseau GDS (France) for an natural gas trading business billion acquisition of Vintage undisclosed amount. (2011) of Constellation Energy Petroleum Inc. (U.S.). (2006) Commodities Group to „„ Sempra Energy (U.S.) in Macquarie Cook Energy, LLC „„ Oleoducto de Crudos its agreement with Noble (Australia). (2009) Pesados (Ecuador) in Americas Gas & Power Corp. the acquisition of a 30% (U.S.) to sell the Sempra „„ Canetic Resources Trust interest by China Petroleum Energy Solutions LLC unit (Canada) in its $5.5 billion & Chemical Corporation of its Royal Bank of Scotland acquisition by Penn West (Sinopec). (2006) Group plc (U.K.)–Sempra Energy Trust (Canada). (2008) global commodities joint „„ Smedvig ASA (Norway) in „„ Goldman Sachs Principal venture for approximately its $2.3 billion acquisition by Investment Area (U.S.), as $582 million. (2010) SeaDrill Ltd. (Norway). (2006) a member of the consortium „„ BP (U.K.) in the sale of its which also includes Candover „„ BP Amoco in its $1.5 billion upstream assets in the United Partners Limited, in the $3.2 acquisition of Vastar States, Canada and Egypt to billion acquisition of Expro Resources, Inc. (2000) Apache Corporation (U.S.), International Group plc (U.K.). „„ BP Amoco (U.K.) in its worth a total of $7 billion. (2008) $27 billion acquisition of (2010) „„ Tenaris (Argentina/ ARCO (U.S.) and subsequent „„ China Investment Luxembourg) in its $1.115 $6.5 billion sale of ARCO’s Corporation (China) in a $150 billion sale of Hydril (U.S.) to Alaskan assets (U.S.) to million investment in Triana General Electric (U.S.). (2008) Phillips Petroleum Company Energy Investments, LLC (U.S.). (2000) „„ Total S.A. (France), as parent (U.S.) by a subsidiary of China of Total E&P Canada, in the „„ BP in its $55 billion merger Investment Corporation and acquisition of Synenco Energy, with Amoco. (1999) an affiliate of Morgan Stanley Inc. (Canada). (2008) (U.S.). (2010) 16

Oil and Gas

Project Development and Finance

&C has advised in the development of oil and gas projects Sand their limited recourse financings throughout the world. We have established an enviable level of expertise for this type of work, which ensures our continued involvement in many of the most challenging projects in the sector. While the majority of our work tends to be for sponsors/borrowers, our industry insight also makes us an ideal choice to represent underwriters and lenders.

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN OIL AND GAS

Sullivan & Cromwell 76.19% 36.19%

2nd ranking firm 43.51% 4.87%

3rd ranking firm 40.23% 14.38%

4th ranking firm 39.30% 20.64%

5th ranking firm 36.99% 10.78%

6th ranking firm 35.82% 12.28%

7th ranking firm 33.76% 16.97%

8th ranking firm 32.83% 11.87%

9th ranking firm 31.59% 13.45%

10th ranking firm 30.57% 12.53%

Source: Dealogic ProjectWare, March 2016

18 awards and recognitions

Project Finance Group of the Year Law360, 2015

Cheniere Corpus Christi LNG Americas Deal of the Year Project Finance International, 2015

Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2016

Oil & Gas Legal Adviser of the Year Infrastructure Journal, 2011

Baku-Tbilisi-Ceyhan (BTC) Pipeline Deal of the Decade Infrastructure Journal, 2011

Australia Pacific LNG (APLNG) Oil & Gas Deal of the Year Project Finance International, 2012

Dolphin Energy gas pipeline project Oil & Gas Deal of the Year Infrastructure Journal, 2012 Project Finance International, Middle East, 2012

PNG LNG Global Deal of the Year Infrastructure Journal, 2011 Oil and Gas

Project Development and Finance continued

Australasia

Australia Australia Pacific LNG Project Moomba to Sydney Pipeline North West Shelf LNG Project

New Zealand Maui Gas Field

Papua New Guinea Kutubu Petroleum Project and Pipeline PNG LNG Project

Middle East/Africa Central Eurasia Arabian Gulf Azerbaijan/Georgia/Russia Al-Khaleej Gas Project ACG/Azeri “Early Oil” phase of Full Field Development Dolphin Energy Project Azerbaijan Caspian Sea, Azeri, Chirag and Deep-water Guneshli “Mega-Structure” Egypt Confidential Project Azerbaijan/Georgia/Turkey Baku-Tbilisi-Ceyhan Pipeline (BTC) Mozambique Pande Gas Pipeline Project (early stages) Shah Deniz and SCP Pipeline Project

Kazakhstan Nigeria Nigeria LNG Caspian Pipeline Consortium Nigerian Petroleum Legislative Reforms Tengizchevroil (TCO) Project Nigeria Oil Forward Sale Transactions Russia Caspian Pipeline Consortium Qatar Confidential Petrochemical Project Tyumen Offtake Matters

Russia/Bulgaria/Southern and Saudi Arabia Central Europe Saudi Gas Initiative South Stream Pipeline South Africa Turkmenistan Coega Project Turkmenistan Upstream Yemen Yemen LNG Project 20 Caribbean/Latin America

Brazil Cabiúnas Gas Project EVM Gas Project Malhas Oil Project

Chile Cape Horn Methanol Gas Andes Pipeline

North America Colombia Canada Oleoducto Central Crude Oil Pipeline (Ocensa) Alliance Pipeline Ecuador Northern Border Pipeline Company Heavy Crude Pipeline (OCP)

United States Mexico Alaska Natural Gas Pipeline Project Cantarell Nitrogen Reinjection Project Cameron LNG Peru Cheniere Corpus Christi LNG Camisea Gas Project Freeport LNG Deer Park Refining L.P. Trinidad and Tobago Frontier Pipeline Company Phoenix Park Gas Processors Plant Port Arthur Refinery Project U.S. Virgin Islands Sweeny, Texas Refinery HOVENSA (USVI) Project and Refinancing

Venezuela José Terminal Mariscal Sucre LNG Petrozuata Extra Heavy Oil Project Pigap II Sincor Extra Heavy Oil Project and Subsequent Restructuring

21 Oil and Gas

Capital Markets, Leveraged Finance and Lending

&C has acted in public and private debt and equity Scapital markets offerings and bank-lending transactions for a large number of natural resources companies around the world, giving us critical insight into the commercial, environmental, regulatory and legal issues facing the industry. Our experience has been a mix of advising issuers, borrowers, underwriters, lenders, selling shareholders and sponsors in initial public offerings, investment grade, project bond, high- yield bonds, revolving and term loan bank financings and structured financings and landmark privatizations around the world.

22 IPOs, Securities Offerings and Bank Lending (Selected)

Argentina France United Kingdom Astra Compañía Argentina de Elf Aquitaine 1 (debt & equity) BG Group 1 (debt) Petróleo 3 (debt) Total Capital (Guaranteed by BP 1 (debt & equity) Perez Companc 3 (debt) Total S.A.) 1 (debt) LASMO 1 (debt & equity) Transportadora de Gas del Sur 1 Total Capital Canada 1 (debt) (debt & equity) Total S.A. 1 (debt) United States 3 YPF 1 (equity & IPO) Amerada Hess (equity) Italy American Energy – Marcellus 1 Australia Eni 1, 3 (debt & equity) (debt) Aurora Oil & Gas Limited 1 (debt) Saipem 1 (equity) American Energy – Permian 1 (debt) Alinta Energy Holdings 1 (debt) Snam Rete Gas 1 (equity & IPO) American Energy – Utica 1 (debt) Ampol Exploration 1 (equity) American Energy – Woodford1 Australia Pacific LNG1 (debt) Japan (debt) 1 APA Group 1 (debt) Idemitsu Kosan (equity) Amoco 2 (equity) 1 BHP Billiton 1 (debt) Inpex Corporation (equity & IPO) Ascent Resources 1 (debt exchange Oil Search 1 (equity) offer) Kazakhstan Origin Energy Limited 1 (debt) Aurora USA Oil & Gas 1 (debt) Tengizchevroil 1 (debt) Santos 1, 3 (debt & equity) Cabot Oil and Gas 3 (debt & equity) Woodside Petroleum 1 Kuwait Cal Dive International 1 (equity) (debt & equity) Santa Fe International 3 (equity) Cheniere Energy 1 (debt) Clark Oil & Refining3 (debt) Canada Mexico Deer Park Refining3 (debt) 2 3 Amoco Canada (debt) Pemex (debt) Duke Energy Field Services, LLC 3 1 Enbridge (debt) (debt & IPO) 1 Norway Gulf Canada (debt & IPO) 1 1 Hovensa (debt) 1 Ability Group (equity) Imperial Oil (debt) 2 1, 3 MAPCO (debt) 1 Norsk Hydro (debt & equity) Interprovincial Pipe Line (equity) 2 1 Merey Sweeny (debt) 3 STATOIL (debt, equity & IPO) Norcen Energy Resources (debt) NiSource 3 (equity) Statoil Fuel & Retail 1 (equity & Noble Affiliates3 (debt & equity) China IPO) Parker & Parsley Petroleum 3 CNOOC Limited 3 (equity) (equity) CNPC (Hong Kong) Ltd. 3 (IPO) Spain 3 Quaker State 1 (debt) China Gas Holding Limited Enagas (equity & IPO) 3 R&B Falcon Corporation 3 (equity) (equity) Repsol (debt & equity) Santa Fe Energy Resources 3 ENN Energy 1 (debt) Thailand (equity) Kunlun Energy Co. Ltd. (equity) 3, PTT Exploration and Production 3 3 Santa Fe International Corp. (IPO) PetroChina Company (equity & 4 (debt & equity) Shell Oil 3 (debt) IPO) Southern Union Company 3 (debt) United Arab Emirates Colombia Transocean Inc. 3 (debt) Dolphin Energy 2 (debt) Ecopetrol 3 (debt) Venezuela Petrozuata 1 (debt)

1 Counsel to the issuer, borrower or selling/controlling shareholder 3 Counsel to underwriters/agents or arrangers 2 Designated underwriters’ counsel 4 Sole U.S. Counsel 23 Oil and Gas

State-Owned Oil Companies

ur work in the oil and gas industry includes Oextensive experience with state-owned or national oil companies.

Abu Dhabi National Oil Company (ADNOC) KazMunayGas Counsel to Emirates Aluminium (50% owned by „„ Counsel to the consortium, which includes Mubadala) in negotiations of direct agreement with KazMunayGas and the Russian Federation, in ADNOC the financing of the Caspian Pipeline Consortium China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia)

„ „„ Counsel to Goldman Sachs as financial adviser to „ Counsel to the consortium, which includes CNOOC (China) in the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in Kazakhstan „„ Counsel to the underwriters in equity offerings by CNOOC Limited National Gas Company of Trinidad and Tobago Counsel to the project company in financing for the China Petroleum and Chemical Corporation Phoenix Park natural gas processing project. The (Sinopec) consortium included the state-owned gas company of „„ Counsel to the project company in $8.5 billion Trinidad and Tobago. financing for the APLNG project, owned by Oman Oil Company (OOC) Conoco Phillips, Origin and Sinopec „„ Counsel to Alcan as sponsor in the Sohar smelter „„ Counsel to the consortium comprising ENN project, partners of which included state-owned Energy Holdings Limited and Sinopec in the Oman Oil Company S.A.O.C. and the Abu Dhabi $2.2 billion voluntary general offer for China Gas Water and Electricity Authority (ADWEA) Holdings Limited (withdrawn) (Hong Kong)

„„ Counsel to Oleoducto de Crudos Pesados in the Petróleo Brasileiro S.A. (Petrobras)

acquisition of a 30% interest by Sinopec „„ Counsel to the lenders in $850 million financing for the Cabiúnas Gas Project in Brazil Ecopetrol „„ Counsel to the lenders in $1.6 billion financing for „„ Counsel to Ecopetrol with respect to its Annual the EVM Oilfields Project in Brazil Report on Form 20-F

„„ Counsel to the consortium, which includes PetroChina (listed arm of China National Ecopetrol, in the $2.4 billion OCENSA Pipeline Petroleum Corporation) Project Counsel to the underwriters to PetroChina in its SEC-registered $3,900 million IPO and Reg S equity „„ Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol

24 Petróleos de Venezuela S.A. (PDVSA) Qatar Petroleum (QP)

„„ Counsel to the consortium, comprised of „„ Counsel to ExxonMobil as co-sponsor/developer sponsors Total, PDVSA and Statoil, in the of the Al-Khaleej (AKG-1) gas pipeline designed $4.6 billion Sincor Extra Heavy Oil Project to transport significant quantities of gas from in Venezuela Qatar’s North Field to Kuwait

„„ Counsel to the the project company in the „„ Counsel to the lenders and underwriters to Petrozuata Extra Heavy Oil Export Project Dolphin Energy in discussions with Qatar sponsored by PDVSA Petróleo y Gas S.A. Petroleum and a Conoco Inc. affiliate Yemen Gas Company Petróleos Mexicanos (PEMEX) Counsel to Yemen LNG in the $4.8 billion limited recourse project financing of its upstream, pipeline „„ Counsel to the underwriters on multiple and two train LNG liquefaction project, shareholders debt offerings by Petróleos Mexicanos of which are direct or indirect subsidiaries of Total, „„ Counsel to the consortium for $1.0 billion Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen financing of Deer Park Refinery in the Gas Co. and Yemen’s pension fund, GASSP United States. The consortium included a Pemex subsidiary.

State Oil Company of Azerbaijan Republic (SOCAR) Counsel to the consortium, which includes the Azerbaijani state-owned oil company SOCAR, in the financing of South Caucusus Pipeline and the BTC Pipeline

Turkish Petroleum Corporation (TPAO) Counsel to the consortium, which includes the Turkish state-owned oil company Türkiye Petrolleri Anonim Ortaklığı, or TPAO, in the financing of the South Caucusus Pipeline, the BTC Pipeline, the ACG/Azerbaijan “Mega- Structure” Full Field and the Shah Deniz gas field

25

&C lawyers engaged in oil and gas transactions have Sthe benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

“A dedicated practice offering entirely holistic thinking and excellent commercial understanding.”

Chambers UK, 2010

27 Private Equity

&C advises many private equity sponsors as well as Spublic and private companies considering transactions with sponsors. Within the private equity practice, our Natural Resources Group is focused on transactions with sponsors that primarily invest in the oil and gas, mining and infrastructure sectors. Our deep understanding of the sectors has allowed us to help our clients create innovative structures, designed to allow rapid accumulation and deployment of capital.

Recent Recent matters include advising American Energy Partners Matters in a variety of transactions, including advising American Energy – Permian Basin, LLC in the acquisition of 63,000 net acres of Southern Permian Basin Leasehold and 16,000 BOE per day of net production from Enduring Resources for $2.5 billion; American Energy – Utica, LLC and American Energy – Marcellus, LLC of 75,000 net acres and 175 MMCFE of net production in the Southern Utica and Southern Marcellus shale plays from East Resources and another private company for $1.75 billion, as well as a variety of capital raisings, including bank financings, convertible debt and high yield transactions for American Energy – Permian Basin, LLC, American Energy – Woodford, LLC, American Energy – Marcellus, LLC and American Energy – Utica, LLC. We have also advised the Energy and Minerals Group with respect to its iron ore joint venture with Arcelor-Mittal in Baffinland and the acquisition by its portfolio company Coronado Coal II LLC of coal assets in Logan County, West Virginia from Cliffs Natural Resources Inc. 28 Restructuring

&C has an unrivaled restructuring practice and has been Sthe firm of choice for many oil and gas and other natural resources companies seeking non-traditional investments, sales and restructuring arrangements in connection with the global credit crisis. In the wake of the global financial crisis, the practice, comprising corporate, litigation and tax lawyers, has had significant involvement advising clients as they seek to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side.

Recent highlights include advising

„„ Kenmare Resources its „„ the independent directors of „„ lenders in the restructuring 2016 ground-breaking equity United Company RUSAL of Ennstone Quarries and raise, capital restructuring Limited in connection with the subsequent disposal and and debt restructuring of its the restructuring of the refinancing by its controlling project finance facilities; and RUSAL Group’s $15 billion lenders in the 2014 restructuring of of indebtedness and other „„ a consortium of major its senior and junior facilities obligations oil companies in the „„ RBS and Barclays in the „„ the international and MENA restructuring of Bateman restructuring of the Palaboro lenders in the restructuring NV as the key contractor in Mining company and its of the oil services company the Caspian Oil Fields international banking and Lamprell plc „„ the lending syndicate in commodity hedging facilities „„ the steering committee of the restructuring of the „„ BHP Billiton in the lenders in the restructuring quarrying business of restructuring of its CP of AEA Technology Alfred McAlpine plc Programme plc the UK nuclear „„ Ad hoc committee of Key decommissioning business „„ international lenders in the Energy’s unsecured notes, £1.4 billion restructuring of „„ Total and StatoilHydro — led by Platinum Equity, the international oil refiner as sponsors of the Sincor/ in connection with Key’s Petroplus AG and the PetroCedeño project, in the prepackaged Chapter 11 subsequent insolvencies in restructuring of $1.9 billion six countries of senior debt 29 Commodities, Futures and Derivatives

&C’s Commodities, Futures and Derivatives Group Sprovides a full range of transactional, advisory and litigation services in connection with the structuring, offering and trading of natural resource-based commodity and derivative products of all types.

Representative matters

„„ CFTC, FERC, FTC, Castleton Commodities Hess Corporation (U.S.) in its Department of International LLC (U.S.) in its agreement with an affiliate of Justice and exchange definitive agreement to acquire funds managed by Oaktree Capital Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree trading activities of its interest in Hess Energy Trading Sempra Energy Trading Corp. energy companies Company LLC (U.K.) (2014) its sale of: Occidental Petroleum in its „„ Regulatory and „„ the natural gas, power, energy and commodity trading platform acquisition of Phibro Energy from compliance advice of its RBS-Sempra global Citibank (2009) on government commodities joint venture to BP in the settlement of DOJ and regulations and Société Générale and Société Générale Energy Corp (2011) CFTC investigations of commodities exchange rules manipulation, including entering „„ the North American natural gas into a deferred prosecution applicable to hedging and power trading agreements agreement with the DOJ and a and trading of energy and related commodity consent order with the CFTC products including inventories, and the global metals and oil, as well as the Goldman Sachs and Morgan cross-border European power and gas, Stanley in the formation of businesses of its RBS-Sempra rules, bilateral Intercontinental Exchange, an global commodities joint record keeping venture to J.P. Morgan Ventures electronic trading facility for the and reporting Energy Corporation, the trading of physical commodities commodities trading subsidiary and over-the-counter derivatives obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and dealer evaluations subsequently, Intercontinental „„ the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra connection with its strategic and issues joint venture to Noble Americas Gas & Power Corp., other regulatory matters including a wholly owned subsidiary its acquisition of International of Hong Kong-based Noble Petroleum Exchange (IPE) and its Group Limited (2010) joint venture with NGX 30 Tax

&C has earned a global reputation for innovative tax Splanning and the successful resolution of important tax controversies. Practicing in three jurisdictions (the United States, the United Kingdom and France), the Group prides itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints under which our oil and gas and other natural resources clients operate.

CROSS- With respect to transactional matters, colleagues in other practice areas PRACTICE work seamlessly with members of our tax group to advise on tax issues NETWORK related to all manner of transactions, and, in tax disputes, tax group lawyers work closely with S&C’s litigation group, so that clients receive the benefit of experienced tax lawyers and innovative litigators.

gLOBAL The S&C tax group has advised many of the leading global natural EXPERIENCE resource companies on matters of U.S., U.K. and French tax law, in connection with important M&A and capital markets transactions, disputes with various tax authorities and domestic and cross-border tax planning. Clients have included oil and gas majors, such as BP plc, ExxonMobil, Occidental Petroleum and Total, as well as others in the commodities and energy trading space, including AIG Trading, Barclays, Goldman Sachs and Sempra Energy. In mining and metals, we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP Billiton, Bucyrus International and Inco. We have advised investors and investment funds in natural resource and infrastructure projects, including transactions involving tax-favored alternative energy and synthetic fuel investments.

31 Sanctions and Trade

&C’s advice in this area is given by lawyers with Stransactional experience who have a background in litigation. We help our clients conduct risk-based compliance- related due diligence and risk assessment, and provide our clients with solutions to compliance challenges in light of the findings of due diligence. In the acquisition context, we assist our clients with transition planning and integration of compliance programs and controls. Much of our experience lies in the natural resource industry.

Scope The scope and enforcement of anti-bribery, anti-corruption and trade of Work sanctions laws in the United States and Europe has significantly increased in recent years. Transactions involving natural resource companies often present significant risk under these laws, in light of the particular characteristics of the sector: its global nature, which presents challenges in implementing uniform business policies and procedures; the need to operate in emerging markets, where there may be a lack of infrastructure and controls necessary to combat corruption, unstable political situations that are targeted by trade sanctions and other challenges; and, in light of state ownership of resources and permitting and other development requirements, there is a high degree of likelihood that interaction with government officials will be necessary.

We also help our clients to develop, assess and improve their compliance programs and procedures, including reviewing education, training and internal audit programs. Where necessary, we will assist our clients with implementation of remedial actions, including voluntary disclosure to and settlement with applicable regulators. We have a long history of advising on disputes arising out of investments in, and transactions relating to, the development of natural resources, often in conjunction with the members of our disputes and investigations practice, litigation or arbitration with adverse parties, including host governments.

32 Disputes and Investigations

&C has a long history of advising on disputes and Sinvestigations arising out of investments in, and transactions relating to, the development of natural resources, both in court and in arbitral settings.

Selected In recent years, we have undertaken numerous assignments in both Highlights commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas exploitation, transportation and sales.

„„ Successfully obtained a „„ arbitration proceedings in dismissal for a mining Sweden and extensive parallel company in a securities negotiations for a Canadian class action alleging that mining company against certain directors and a central Asian sovereign officers concealed and then arising out of claimed downplayed the fact that its breaches of a mining primary mining facility in concession agreement Nevada was experiencing „„ preparing for arbitration significant operational proceedings (eventually difficulties settled) on behalf of the „„ Secured a dismissal with sponsors and project company prejudice for a major in a dispute with the host financial institution in a country arising out of the class action alleging that development of a nickel mine various firms conspired to in sub-Saharan Africa manipulate zinc pricing „„ arbitration and court through their ownership of proceedings for the sponsors metal warehouses. and project company in a „„ representing the owners of an dispute with the contractor in oil pipeline in Latin America the construction of a copper in disputes with the host and gold mine in Latin government over tax claims America

„„ preparing for arbitration „„ advising the sellers of LNG proceedings (eventually in contentious repricing settled) on behalf of a negotiations with buyers in European oil major arising Asia, including preparation for out of expropriation of an oil possible arbitration concession in Latin America 33 Lawyer Contacts

Americas Werner F. Ahlers Daryl A. Libow Partner since 2014 Partner since 1994 New York Office Washington, D.C. Office Phone: +1 212 558 1623 Phone: +1 202 956 7650 Fax: +1 212 291 9201 Fax: +1 202 956 6973 [email protected] [email protected] *M&A, Project Finance *Litigation, Antitrust

Robert E. Buckholz Christopher L. Mann Partner since 1987 Partner since 1998 New York Office New York Office Phone: +1 212 558 3876 Phone: +1 212 558 4625 Fax: +1 212 291 9018 Fax: +1 212 291 9092 [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, M&A

Robert G. DeLaMater Inosi M. Nyatta Partner since 1992 Partner since 2011 New York Office New York Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Fax: +1 212 291 9037 Fax: +1 212 291 9781 [email protected] [email protected] *M&A, Capital Markets *Leverage Finance, Project Finance, Capital Markets

John E. Estes Joseph E. Neuhaus Partner since 2002 Partner since 1992 New York Office New York Office Phone: +1 212 558 4349 Phone: +1 212 558 4240 Fax: +1 212 291 9049 Fax: +1 212 291 9105 [email protected] [email protected] *Leverage Finance, Project Finance *arbitration, Disputes

Sergio J. Galvis Kenneth M. Raisler Partner since 1991 Partner since 1994 New York Office New York Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Fax: +1 212 291 9062 Fax: +1 212 291 9118 [email protected] [email protected] *M&A, Project Finance, Capital Markets *Commodities, Futures and Derivatives

David J. Gilberg George J. Sampas Partner since 1996 Partner since 2000 New York Office New York Office Phone: +1 212 558 4680 Phone: +1 212 558 4945 Fax: +1 212 291 9063 Fax: +1 212 291 9131 [email protected] [email protected] *Commodities, Futures and Derivatives *M&A, Private Equity

34 EMEA Nikolaos G. Andronikos Jamieson J. Logie Partner since 2002 Partner since 2001 London Office London Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8420 Fax: +44 20 3350 2007 Fax: +44 20 3350 2002 [email protected] [email protected] *Capital Markets, Project Finance, Joint ventures *Project Finance, Joint ventures

Chris Beatty Richard C. Morrissey Partner since 2015 Partner since 1992 London Office London Office Phone: +44 20 7959 8505 Phone: +44 20 7959 8520 Fax: +44 20 3350 2047 Fax: +44 20 3350 2020 [email protected] [email protected] *Leveraged Finance, Capital Markets *M&A, Joint Ventures

Kathryn A. Campbell Stewart M. Robertson Partner since 1997 Partner since 1996 London Office London Office Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, Joint Ventures

Krystian Czerniecki Vanessa K. Blackmore Partner since 2004 Partner since 2006 Frankfurt Office London Office Phone: +49 69 4272 5525 Phone: +44 20 7959 8480 Fax: +49 69 4272 5210 Fax: +44 20 3350 2008 [email protected] [email protected] *Capital Markets *capital markets

Asia and Australia Craig Jones Garth W. Bray Partner since 2005 Partner since 2001 London Office Beijing Office Phone: +44 20 7959 8488 Phone: +86 10 5923 5900 Fax: +44 20 3350 2088 Fax: +86 10 5923 5950 [email protected] [email protected] *Project Finance, Joint ventures, Leveraged Finance *M&A, Capital Markets

Tim Emmerson Chun Wei Partner since 2007 Partner since 1997 London Office Hong Kong Office Phone: +44 20 7959 8595 Phone: +852 2826 8666 Fax: +44 20 3350 2095 Fax: +852 2522 2295 [email protected] [email protected] *M&A, Joint Ventures *M&A, Capital Markets

35 S&C Offices Worldwide

www.sullcrom.com New York London Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 125 Broad Street 1 New Fetter Lane New York, NY 10004-2498 London EC4A 1AN U.S.A. England

Washington, D.C. Paris Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 1700 New York Avenue, N.W. 24, rue Jean-Goujon Suite 700 75008 Paris Washington, D.C. 20006-5215 France U.S.A. Frankfurt Los Angeles Telephone: +49 69 4272 5200 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 1888 Century Park East 60311 Frankfurt am Main Los Angeles, CA 90067-1725 Germany U.S.A. Melbourne Palo Alto Telephone: +61 3 9635 1500 Telephone: +1 650 461 5600 Facsimile: +61 3 9654 2422 Facsimile: +1 650 461 5700 101 Collins Street 1870 Embarcadero Road Melbourne 3000 Victoria Palo Alto, CA 94303-3308 Australia U.S.A. Sydney Beijing Telephone: +61 2 8227 6700 Telephone: +86 10 5923 5900 Facsimile: +61 2 8227 6750 Facsimile: +86 10 5923 5950 The Chifley Tower Suite 501, China World Office 1 2 Chifley Square One Jian Guo Men Wai Avenue Sydney, New South Wales 2000 Beijing 100004 Australia China

Hong Kong Telephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong

Tokyo Telephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

36 Copyright ©2016 Sullivan & Cromwell LLP | LG5509a Attorney Advertising Prior results do not guarantee a similar outcome. www.sullcrom.com new york . washington, d.c. . los angeles . palo alto london . paris . frankfurt tokyo . hong kong . beijing . melbourne . sydney