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. (Japan) in its Ltd. (Australia) (2010) $1.1 billion acquisition from Vale China Minmetals Non-Ferrous Kinross Gold Corporation S.A. (Brazil) of a non-controlling Metals Co. Ltd. (China) in its (Canada) in its C$7.4 billion stake in the Bayóvar phosphorus 50/50 joint venture with Codelco ($7.2 billion) acquisition of Red ore project (Peru) and the entry (Chile) establishing Copper Back Mining Inc. (Canada) (2010) into a joint venture with Vale and Partners Investment Company The Mosaic Company (2010) Ltd. (Bermuda) (2006)
7 Mining and Metals
Project Development and Finance
&C has a unique position among international legal Sadvisers in the mining and metals sector. We are the leading law firm advising sponsors and borrowers worldwide. As the following tables demonstrate, no other law firm comes close to matching our presence and depth.
% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN MINING AND METALS
Sullivan & Cromwell 76.19% 38.10%
2nd ranking firm 54.33% 16.27%
3rd ranking firm 50.00% 7.69%
4th ranking firm 36.99% 2.91%
5th ranking firm 32.83% 4.55%
6th ranking firm 39.30% 14.22%
7th ranking firm 31.59% 5.74%
8th ranking firm 30.57% 3.97%
9th ranking firm 24.85% 15.61%
10th ranking firm 21.41% 7.45%
Source: Dealogic ProjectWare, January 1994 – March 2016
8 6 of the 10 Largest-ever mining projects involved S&C
Dealogic Project Name Country Reported Size Year (US$ billions)
Roy Hill Iron Ore Project Australia $10.5 2014 Fortescue Iron Ore Project Australia $5.0 2012 Oyu Tolgoi Copper and Gold Project Mongolia $4.4 2015 Koniambo Nickel Project New Caledonia $3.8 2008 Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Bauxite Mine and Alumina Refinery Saudi Arabia $3.6 2011 Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Zinc Mine Peru $2.3 1999 Minera Esperanza Copper-Gold Mine Chile $2.2 2009 Antucoya Copper Mine Project Chile $1.9 2013
Source: Dealogic ProjectWare – *Project value now stands at US$7 billion
WORLDWIDE MINING and metals PROJECT FINANCE AND DEVELOPMENT Lawyers REPRESENTING SPONSORS/BORROWERS 1994—2016 Ranked by value ($ billions) and market share* Sullivan & Cromwell
2nd ranking — $16.7 (12.8%) $32.7 (25.0%)
3rd ranking — $15.0 (11.5%)
4th ranking — $13.9 (10.6%)
5th ranking — $11.5 (8.8%)
6th ranking — $10.0 (7.6%)
7th ranking — $8.3 (6.4%)
8th ranking — $8.2 (6.3%)
9th ranking — $7.8 (6.0%)
10th ranking — $6.4 (4.9%)
Source: Dealogic ProjectWare *Percentage of top 10 law firms.
9 Mining and Metals
Project Development and Finance continued
Australia Argyle Diamond Mines Project Bemax Mineral Sands Project Boyne Aluminum Smelter Project Fortescue Iron Ore Project Iluka Resources Mineral Sands Financings Moly Mines Molybdenum Project Queensland Alumina Limited Project Windimurra Vanadium Mine Project Botswana Tbae Selebi-Phikwe Nickel Project and Restructurings Burkina Faso Inata Gold Mine Restructuring China China Minmetals Joint Venture Havens Group Steel Project Joint Venture Mozambique Klemp / Pudong Steel Project Moma Titanium Project and Restructurings Alumax / Yunnan Xin Mei Lu Aluminum Foil Joint New Caledonia Venture Goro Nickel Project Democratic Republic of the Congo Oman Kolwezi Project Sohar Aluminum Smelter Tenke-Fungurumé Copper Project Papua New Guinea Guinea Lihir Gold Project, Refinancing and Boké Bauxite Project Equity Add-on Financing Indonesia South Africa Batu Hijau Copper and Gold Project Palabora Copper Project Restructuring PT Inco and Expansion Nickel Project Spain Ireland Atlantic Copper Smelter Project Lisheen Zinc Project Restructuring and Restructuring Kyrgyz Republic Tanzania Kumtor Gold Project and Restructurings Bulyanhulu Gold Project Madagascar United Arab Emirates Ambatovy Nickel and Cobalt Project Emirates Aluminium Smelter Project and Phase II Titanium Dioxide Project Expansion Financing Mauritania Zambia Tasiast Gold Project (pending) Konkola Deep Copper Project (Phase 1) Mongolia Zimbabwe Oyu Tolgoi Copper and Gold Project Gokwe North Coal/Power Project Hartley Platinum Project
10 Sources say: “They are the
best lawyers in mining project finance in the world.”
IFLR1000, 2013
Ecuador
Fruta del Norte Deposit Argentina Alumbrera Copper and Gold Project Guyana Cerro Vanguardia Gold and Silver Project First Bauxite Refractory Grade Bauxite Project Veladero Gold Project Brazil Mexico Ferteco Iron Ore Project Boleo Copper, Gold, Zinc and Manganese Project Canada Panama Renard Diamond Project Cobre Panama Copper Project (Pending) Yukon Gold Project Peru Chile Antamina Copper and Zinc Project Antucoya Copper Project Cerro Colorado Project Cerro Verde I and Sulfide Projects Collahuasi Copper Project and Refinancing Constancia Copper Project El Abra Project and Refinancing Marcona Mina Justa Copper Project El Tesoro Copper Cathode Project Miski Mayo Phosphate Project Escondida Copper Project and Expansion Quellaveco Copper Project Esperanza Copper, Gold and Silver Project United States La Candelaria Copper Project Capco/Quarto Coal Supply Project Lomas Bayas Copper Acquisition and Refinancing Colowyo Mine Project Los Pelambres Copper Project and Refinancing Red Dog Project Minera Yolanda Nitrates Project Ridgeway Gold Project Sierra Gorda Copper, Gold and Molybdenum Project Refimet Copper Smelter Project Venezuela Zaldivar Copper Project Loma de Niquel Project
11 awards and recognitions
Oyu Tolgoi Copper and Gold Project
Asia-Pacific Mining Deal of the Year ...... Project Finance International, 2015
Fortescue Metals Group
Debt Market Deal of the Year ...... ALB Australasian Law, 2013
Corporate Bond Issue of the Year ...... The Australian Financial Review, 2013
Antucoya Copper Project
Mining Deal of the Year ...... Infrastructure Journal, 2013
Emirates Aluminum Smelter Project
Middle East Mining and Metals Deal of the Year . . . Project Finance, 2013
Middle East Industrial Deal of the Year ...... Project Finance International, 2013
EMEA Industry Deal of the Year ...... Project Finance International, 2007
Boleo Mining Project
Latin America Mining Deal of the Year ...... Project Finance Magazine, 2010
Minera Esperanza
Latin America Mining & Metals Deal of the Year . . . Project Finance International, 2009
Ambatovy Nickel and Cobalt Project
EMEA Mining Deal of the Year ...... Project Finance International, 2007
African Mining Deal of the Year ...... Project Finance, 2007
Fortescue Iron Ore Project
Asia-Pacific Mining Deal of the Year ...... Project Finance, 2006 Mining and Metals
Capital Markets, Leveraged Finance and Lending
he Firm’s extensive experience in bank lending and Tsecurities offerings (both SEC-registered and non- registered) by international mining and metals companies in initial public offerings, investment grade, project bond, high- yield and structured financings around the world reinforces our current knowledge of the sector and of the markets in which the companies seek financing.
Credit and Leveraged Finance
Atlas Iron Ltd. $325 million Fortescue Metals Group over Minera Escondida Limitada term loan B transaction to finance $7.0 billion of multiple high $600 million and $500 million development expenditures yield notes offerings to refinance loan facilities in connection with outstanding project bonds and financing for the expansion of the Barrick Gold Corporation fund expansion initiatives; Escondida copper project $6.5 billion bridge loan $5 billion secured term loan and revolving credit facility B transaction to refinance Minsur S.A. $200 million commitments towards the commercial bank debt, ECA unsecured term loan to finance its acquisition of Equinox Minerals financing and a royalty note; and mining operation Limited for C$7.3 billion initial $2 billion high yield project Newcastle Coal Infrastructure bond financing to build its iron BHP Billiton $7.5 billion credit Group Pty Ltd $325 million ore project facility in connection with its senior secured notes in the acquisition of Petrohawk Energy HudBay Minerals debut $500 traditional U.S. private placement Corporation for $15.1 billion million Rule 144A offering of high market and a simultaneous and $5.2 billion SEC-registered yield notes with registration rights offering of $133 million of guaranteed senior notes offering to finance its Constancia copper/ substantially identical notes to zinc project in Peru one of its equity holders
Lihir Gold Ltd. $9.5 billion Sierra Gorda SCM $1 billion acquisition by Newcrest Mining financing for the Sierra Gorda Ltd. and related financing of copper-molybdenum project $820 million gold project
13 Mining and Metals
Capital Markets, Leveraged Finance and Lending continued
Securities offerings by Mining and Metals Companies
Australia Pioneer International 1 (equity) China/Hong Kong Alcoa of Australia 2 (debt & equity) St. Barbara Ltd. 1 (debt) China Shenhua Energy Company Ashton Mining 1 (equity) QCT Resources 1 (debt) Limited 1 (equity) Alumina Ltd. 1 (equity) Western Mining Corp. Holding 1 China Oriental Group (Co) Ltd. 1 Apex Minerals NL 2 (equity) (debt) (debt, debt tender offer) Arrium Ltd. 1 (equity) WMC Finance (USA) Limited 1 Chong Hing Iron and Steel 1 Bemax Resources Limited 2 (debt) (debt) (equity) Bendigo Mining Limited 1 (equity) WMC Limited 1 (debt) Feishang Anthracite Resources BHP 1 (equity) Zinifex Limited 1 (equity) Limited 1 (equity) BHP Billiton (formerly BHP) 1 G-Resources Group Ltd. 1 (equity) (debt) Argentina 1 BHP Steel 1 (equity) Siderca (equity) France 2 2 Boral Limited 2 (equity) Siderar SAIC (equity) Ugine SA (equity) 1 BlueScope Steel (formerly BHP Ternium (equity) Ghana Steel) 1 (debt) Canada Ashanti Goldfields Company CRA 1 (debt) Alcan 1 (debt) Limited 2 (debt & equity) CSR Ltd. 1, 3 (debt & equity) Ashton Mining of Canada 1 (equity) FMG Finance Pty Ltd/Fortescue Barrick Gold Corp 1 (debt) Germany Metals Group Ltd. 2 (debt) 2 Brascan Limited 2 (debt) Kloeckner & Co Aktiengesellschaft Iluka Resources Ltd. 1 (equity) Cameco Corporation 1 (equity) (equity) Karoon Gas Australia Ltd 2 (equity) Canadian Reynolds Metals Co 2 Lihir Gold Limited 1 (equity) Indonesia (debt) 2 Midwest Vanadium Pty Ltd 1 (debt) Freeport-McMoRan Indonesia Centerra Gold Inc. 1 (equity) M.I.M. Holdings 1 (debt & equity) (debt & equity) Dynatec Corporation 1 (equity) Minara Resources Ltd. 2 (equity) Getchell Resources 1 (debt, equity) Ireland Moly Mines 1 (debt) Goldcorp 1 (equity) Kenmare Resources plc 1 (equity) Newcrest Mining 1 (debt) HudBay 1 (debt) Newcastle Coal Infrastructure Inco Limited 1 (debt & equity) Japan Group 1 (debt) 2 Kinross Gold 1 (debt & equity) Kobe Steel Ltd. (equity) Newmont Gold Company 2 Noranda Inc. 2 (debt) (equity) Mexico Pegasus Gold Inc. 2 (debt) Normandy Mining Limited 1 Altos Hornos de Mexico 2 (debt) Sifto Canada Inc (Namsco Inc) 2 (debt) Grupo Imsa SA de CV 1 (debt, (debt) North Broken Hill Peko 1 (equity) equity) Twinpak Inc 1 (debt) North Limited 1 (debt) Tubos de Acero de Mexico SA 1 OceanaGold Corp 1 (debt) Chile (equity) Pancontinental Mining 1 (debt) Madeco SA 1 (equity) Pasminco 1 (debt)
14 Netherlands United States Reynolds Metals Co 2 (debt) Tyco International Finance NV 2 Allegheny Ludlum Corp 2 (debt) Rio Tinto Finance (USA) Ltd 2 (debt) Aluminum Co of America 2 (debt) (debt) Alumax Inc (AMAX Inc) 1,2 (debt, Ryerson Tull Inc 2 (debt) Norway equity) Santa Fe Pacific Gold Corp 2 2 Norsk Hydro ASA (debt) AmeriSteel Corp (Kyoei Steel) 1 (equity) (equity) Spartech Corp 2 (equity, debt) Papua New Guinea Commonwealth Aluminum Corp 1 Sunclipse Inc 1 (debt) Lihir Gold Limited 1 (equity) (equity) Union Mines Inc 2 (equity) Peru Commonwealth Industries Inc 1 Vulcan Materials Co. 1 (debt) Sociedad Cerro Verde 1 (debt) (equity) Compass Minerals Intl Inc 2 Venezuela 1 Philippines (equity) Venprecar/Sivensa (equity) Atlas Consolidated Mining & Cyprus Minerals Co 2 (debt) 1 Development (equity) English China Clays Delaware 1 (debt) Russia Essex International Inc 2 (equity) United Company RUSAL Limited 4 Freeport-McMoRan Copper & (equity) Gold 2 (debt) South Africa GS Technologies Operating Co 2 AngloGold Ashanti Limited 1 (debt) (equity) Harris Chemical North America 2 (debt) South Korea Inland Steel Industries Inc 2 Pohang Iron & Steel Co Ltd 2 (equity) (debt) Inspiration Resources Corp 2 (debt) Taiwan Lukens Inc 1 (debt) China Steel Corp(Taiwan) 2 Magma Copper Co 2 (equity, debt) (equity) MA Hanna Co 2 (debt) 2 United Kingdom National Intergroup Inc (debt) 2 Anglo American plc 1 (debt) Newmont Mining Corp (debt) 1 BHP Billiton plc 1 (debt) Novelis Inc (debt) 2 Rio Tinto plc 1 (debt & equity) Owens Corning (debt) Precision Castparts Corp 2 (debt)
1 Counsel to the issuer or selling/controlling shareholder 3 Counsel to guarantor 2 Counsel to underwriters/agents 4 Counsel to non-executive director 15
&C lawyers engaged in mining and metals transactions Shave the 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
17 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 mining, oil and gas 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 the Energy and Minerals Matters 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. We have also advised American Energy Partners in a variety of transactions, including advising American Energy – Permian Basin, LLC on 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. 18 Restructuring
&C has an unrivaled restructuring practice and has Sbeen the firm of choice for many natural resource 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 19 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 definitive agreement to acquire funds managed by Oaktree Capital Justice and exchange Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree its interest in Hess Energy Trading trading activities of Sempra Energy Trading Corp. Company LLC (U.K.) (2014) energy companies its sale of:
the natural gas, power, energy Occidental Petroleum in its Regulatory and and commodity trading platform acquisition of Phibro Energy from compliance advice of its RBS-Sempra global Citibank (2009) commodities joint venture to on government Société Générale and Société BP in the settlement of DOJ and regulations and Générale Energy Corp (2011) CFTC investigations of commodities manipulation, including entering exchange rules the North American natural gas into a deferred prosecution applicable to hedging and power trading agreements and related commodity agreement with the DOJ and a and trading of energy inventories, and the global consent order with the CFTC products including metals and oil, as well as the Goldman Sachs and Morgan European power and gas, cross-border Stanley in the formation of businesses of its RBS-Sempra rules, bilateral global commodities joint Intercontinental Exchange, an record keeping venture to J.P. Morgan Ventures electronic trading facility for the Energy Corporation, the trading of physical commodities and reporting commodities trading subsidiary and over-the-counter derivatives obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and subsequently, Intercontinental dealer evaluations the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra joint venture to Noble connection with its strategic and issues 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 20 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 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 US, UK 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.
21 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.
22 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 23 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
24 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 Hong Kong Office Phone: +44 20 7959 8488 Phone: +852 2826 8691 Fax: +44 20 3350 2088 Fax: +852 2826 1766 [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
25 Notes
26 27 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 Suite 2100 Germany Los Angeles, CA 90067-1725 U.S.A. Melbourne Telephone: +61 3 9635 1500 Palo Alto Facsimile: +61 3 9654 2422 Telephone: +1 650 461 5600 101 Collins Street Facsimile: +1 650 461 5700 Melbourne 3000 Victoria 1870 Embarcadero Road Australia Palo Alto, CA 94303-3308 U.S.A. Sydney Telephone: +61 2 8227 6700 Beijing Facsimile: +61 2 8227 6750 Telephone: +86 10 5923 5900 Level 27, The Chifley Tower Facsimile: +86 10 5923 5950 2 Chifley Square Suite 501, China World Office 1 Sydney, New South Wales 2000 One Jian Guo Men Wai Avenue Australia Beijing 100004 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
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