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Premier Mining Industry Practice “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 “The partners ‘are detail oriented, efficient and they think strategically’. ‘Their legal expertise is absolutely first rate but equally or more valuable is their general industry/business advice and suggestions on how to tackle issues.” LEGAL 500 LATIN AMERICA, 2013 Mining and Metals &C’s presence in the mining and metals sector is Sunrivaled. We continue to be the firm of choice for structurally complex, market-opening and precedent-setting deals. Our practice is not confined to working with major mining companies, and we frequently apply our expertise to benefit junior mining companies in their growth initiatives, as well as strategic and alternative investors and lenders and underwriters to the industry. We have particular expertise in challenging emerging markets. Our multi-disciplinary approach ensures that clients benefit from our industry experience in each of our core practice areas. 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 The Firm’s standing in the industry is reflected in the number of major mining and metals companies and other active industry participants that it has represented, both directly and in consortia, including: Alumina Kinross Gold Corp. Anglo American Korea Resources (KORES) AngloGold Ashanti Midwest Vanadium Antofagasta Pty. Ltd. Arrium Minera Escondida Ltda. Atlas Iron Minsur BHP Billiton Mitsui Barrick Gold Moly Mines Corporation Newcastle Coal Bluescope Steel Infrastructure Group China Aluminum Newmont Mining International Trading Co., Ltd Nippon Steel China Minmetals Rio Tinto China Shenhua Energy Sociedad Cerro Verde Discovery Metals St. Barbara The Energy and Sumitomo Metal Mining Mineral Group Co., Ltd. Fortescue Metals Group Sumitomo Corporation HudBay Minerals Iluka Inco Ltd. Kenmare Resources 3 Mining and Metals MERGERS & AcQUISITIONS perennial leader in global M&A, S&C consistently A ranks among the top law firms for M&A in the mining and metals sector. The Firm has advised on many of the most industry-altering transactions, for both large mining conglomerates and smaller-cap companies. We are regularly called upon by many of the premier names in the sector to handle their most challenging and complex ventures. We have particular expertise in competition law and its application to the industry. “Recognized for the strength of its mining group, which acts domestically and internationally in relation to M&A and the acquisition and disposition of interests in mines and mining companies.” CHAMBERS USA, 2014 4 MINING AND METALS M&A RANKINGS: U.S. LAW FIRMS, 2006–2016 Ranked by value ($ billions) Sullivan & Cromwell — $234.7 2nd ranking — $183.5 3rd ranking — $162.4 4th ranking — $140.5 5th ranking — $136.7 6th ranking — $134.4 MINING AND METALS M&A RANKINGS: GLOBAL FIRMS, 2006–2016 Ranked by value ($ billions) 1st ranking — $246.3 Sullivan & Cromwell — $234.7 3rd ranking — $214.1 4th ranking — $209.1 5th ranking — $191.5 6th ranking — $183.5 Source: Thomson Reuters, March 31, 2016 Data include representations of principals and financial advisers 5 Mining and Metals MERGERS & AcQUISITIONS continued SELECTED MINING AND METALS M&A TRANSACTIONS Sumitomo Metal Mining Co., Nippon Steel & Sumitomo China Vanadium Titano- Ltd. (Japan) in its $1 billion Metal Corporation (Japan) in Magnetite Mining Company acquisition of an additional 13 its $1.78 billion acquisition with Limited (Hong Kong) in relation percent interest in the Morenci ArcelorMittal SA (Luxembourg) to its proposal for privatization of copper mine operated by of ThyssenKrupp Steel USA, LLC the company by way of a scheme Freeport-McMoRan Inc. (U.S.) (U.S.) (2013) of arrangement to be made (2016) by the company’s controlling Anglo American plc (U.K.) in its shareholder, Keen Talent Holdings Coronado IV LLC (U.S.) $5.5 billion acquisition of certain Ltd. (Hong Kong), a wholly owned in its pending $420 million assets of MMX Mineração e unit of Trisonic International Ltd. acquisition of Buchanan Mine in Metálicos (Brazil) from Mr. Eike (Hong Kong) (2012) southwestern Virginia and certain Batista (2008) other metallurgical coal reserves CST Mining Group Limited from CONSOL Energy Inc. (U.S.) Anglo American plc (U.K.) in (Hong Kong) in the $505 million (2016) the sale of its 70% interest in sale of its 70% stake in Marcobre, the Amapá iron ore operation in the project company which Nippon Steel & Sumitomo Brazil to Zamin Ferrous Limited, operates the Mina Justa copper Metal Corporation (Japan) in a private international mining mine in Peru, to Cumbres Andinas connection with its subsidiary group founded by Pramod S.A. (Peru), a subsidiary of Minsur Osaka Steel Co., Ltd.’s (Japan) Agarwal (2013) S.A. (Peru) (2012) pending acquisition of Tokyo Kohtetsu Co., Ltd. (Japan) (2015) The Energy & Mineral Group Alcan Inc. (Canada) in its $43 (U.S.) in the joint venture between billion acquisition by Rio Tinto plc G-Resources Group Limited its affiliate, Nunavut Iron Ore, (U.K.) (2007) (Hong Kong) in its sale and and ArcelorMittal through an purchase agreement with a increase in interest in Baffinland Nippon Steel Corporation consortium led by EMR Capital Iron Mines Corporation, making (Japan) in its $22.5 billion merger (Australia) and Farallon Capital a capital contribution and an with Sumitomo Metal Industries (U.S.) pursuant to which increase in its share of the Ltd. (Japan) (2012) G-Resources has agreed to dispose equity funding commitments for of its interest in the Martabe Baffinland’s Mary River Project Antofagasta plc (U.K.) in the gold and silver mine in Indonesia (2012) $350 million acquisition by and certain of its subsidiaries for Marubeni Corporation (Japan) $775 million (2015) Bluestone Coal Corporation of a 30% interest in Minera (U.S.) in its $436 million Antucoya (Chile), a greenfield Sumitomo Metal Mining Co., acquisition by OAO Mechel copper project with an estimated Ltd. (Japan) and Sumitomo (Russia) (2009) capital cost of $1.6 billion (2012) Corporation (Japan) in connection with Lundin Anglo American plc (U.K.) in the Barrick Gold Corporation Mining Corporation’s (Canada) $1.28 billion sale of its remaining (Canada) in its $7.7 billion $1.8 billion acquisition of 80% 11.4% interest in AngloGold acquisition of Equinox Minerals of the Candelaria project in Chile Ashanti Limited (South Africa) to Limited (Australia) (2011) (2014) investment funds associated with Paulson & Co. (U.S.) (2009) 6 Nippon Steel Corporation Kinross Gold Corporation Mitsui & Co. (USA), Inc. (U.S.) in (Japan), the largest shareholder (Canada) in relation to the $220 the sale of its interest in TAMCO of Usinas Siderurgicas de Minas million sale of its 19% interest Steel (U.S.) to Gerdau Ameristeel Gerais S.A. (Usiminas) (Brazil), in the Diavik diamond mine Corporation (U.S.) in conjunction in the $2.37 billion acquisition (Canada) to Harry Winston with shareholders Ameron (U.S.) by an investor group comprising Diamond Corporation (Canada) and Tokyo Steel (Japan) (2010) Ternium SA (Argentina), Siderar (2010) (Argentina) and Confab Industrial Mitsui & Co. (USA), Inc. (U.S.) in S.A. (Brazil) of an approximately Kinross Gold Corporation relation to a 50/50 joint venture 28% stake in Usiminas (2012) (Canada) in its $3.1 billion with Nucor Corporation (U.S.) acquisition of Bema Gold intended to serve as a platform to China Aluminum International Corporation (Canada) (2007) establish steel-related projects in Trading Co., Ltd. (China), North America and globally (2010) through its wholly owned Nippon Steel Trading Co. Ltd. subsidiary, Chalco Trading Hong (Japan) in its $1.3 billion merger Nippon Steel Corporation Kong, in its long-term coal with Sumikin Bussan Corp. (Japan) in relation to its purchase supply and purchase agreement (Japan), to form a new company of a 23.3% interest in Minas de with Erdenes Tavan Tolgoi JSC (2013) Revuboe, Limitada (Mozambique) (Mongolia) and Erdenes MGL from Nippon Steel Trading Co. Inco (Canada) in connection with LLC (Mongolia) (2011) Ltd. (Japan) for an undisclosed the $17.8 billion unsolicited bid by amount (2010) Sumitomo Metal Mining Co., Vale (Brazil) (2006) – the largest Ltd. (Japan) and Sumitomo Latin American M&A deal of Nippon Steel Corporation Corporation (Japan) in its 2006. The transaction made Vale, (Japan) in its $350 million joint acquisition of a 45% stake in the already the global leader in iron venture in Mexico with Ternium Sierra Gorda project in Chile ore production, the second-largest S.A. (Mexico) for the manufacture from Quadra FNX Mining Ltd. mining company in the world. and sale of hot-dip galvanized and (Canada) (2011) galvannealed steel sheets primarily Xstrata Copper in its acquisition to serve the Mexican automobile Bucyrus International, Inc. of the Las Bambas copper manufacturing market (2010) (U.S.) in its $1.3 billion acquisition concession in Peru from the of the mining equipment business Peruvian government Antofagasta plc (U.K.) as seller of Terex Corporation (U.S.) (2010) in Marubeni Corporation’s Xstrata Copper in its acquisition (Japan) $1.3 billion acquisition of Lihir Gold Ltd. (Papua New of Tintaya’s copper mines in Peru 30% interests in each of Minera Guinea) in its $8.9 billion from BHP Billiton Esperanza and Minera El Tesoro acquisition by Newcrest Mining (Chile) (2008) Mitsui & Co., Ltd.
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