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Infrastructure Investment & Finance ASIA-PACIFIC AND GLOBAL EXPERTISE “Sullivan & Cromwell occupies a niche that other law firms can only envy, acting as the long-term counsel for sponsors of major mining and infrastructure projects worldwide.” IFLR1000, 2015 “For the infrastructure side of the business, they are the firm of choice. They are terrific time after time.” CHAMBERS GLOBAL, 2013 “The team is lauded for its international strength and ability to handle high-profile deals, especially in relation to project development and finance matters. It boasts substantial strength in a number of key areas, including oil and gas, power and infrastructure projects.” CHAMBERS GLOBAL, 2013 Infrastructure Investment and Finance &C is a recognized leader in infrastructure investment Sand finance. The Firm has acted for a variety of industry players, including strategic operators and financial investors, in the acquisition, design, development and expansion and/or finance of major infrastructure assets across a wide array of sectors in recent years. KEY SECTORS S&C’s experience includes advice on investment in a wide range of sectors including: Airports Rail Container terminals and Toll roads port facilities Parking garages Energy Telecommunications Leisure developments Water, waste and the Oil and gas midstream environment RESULTS S&C’s work on some of the largest undertakings in the world, as well as small but complex regional projects, guarantees our intimate familiarity with the business and the challenges associated with a wide variety of infrastructure assets. S&C represents leading sponsors, lenders and other sophisticated infrastructure investors. The Firm’s experience lends perspective and flexibility to its approach; innovative and successful transactions are the result. 2 CLIENTS S&C’s stature in the industry and the Asia-Pacific region is reflected in the number of major infrastructure investors and companies and projects it has advised, both directly and in consortia, including: ACE Investment Fund China Telecom Oil Search Corporation Alinta Energy Holdings Origin Energy Limited China Unicom Limited Ampol Exploration Papua New Guinea LNG CNOOC Limited AquaSure Finance Planning Commission DS Constructions of India Asciano Limited ENN Energy Holdings PLUS Expressways Auckland International Limited Airport Limited PRC Toll Road Company Fortescue Metals Group Aurora Oil & Gas QR National Limited Limited GSPIA Santos Australia Pacific LNG Hanwha Corporation SK Telecom BHP Billiton Huaneng Renewables State Grid International Corporation Borealis Infrastructure Development Limited Idemitsu Kosan Co., Ltd. Broken Hill Proprietary Sydney Airport Finance Inpex Corporation Company Canada Pension Plan Investment Board Lyonnaise Asia Water Telstra Limited Central Japan Railway Transfield Services Company Macquarie Limited Infrastructure Partners China Gas Holding Transurban Group Limited MTR Corporation Tranz Rail Holdings Limited China Huaneng Group Limited National Rail China Mobile Limited West Japan Railway Corporation China Railway Group Company Neptune Orient Lines Limited Woodside Petroleum Newcastle Coal China Renaissance Capital Investment Infrastructure Group “Just top-notch when it comes to execution. They’ll always deliver.” CHAMBERS ASIA, 2016 3 Asia-Pacific Region MARkeT-LeaDING PRACTICE &C is one of the leading U.S. law firms advising on Sinfrastructure transactions in Asia-Pacific, having worked on the most significant project finance, joint venture, M&A, capital markets and other finance matters in the industry. Our leading experience covers a wide range of infrastructure matters, including energy and natural resources, toll roads, airports, rail, ports and container terminals. With offices located in Hong Kong, Beijing, Tokyo, Melbourne and Sydney, S&C is perfectly positioned to advise both corporations and financial institutions in their most important matters in the sector. “They have an intellectual thoroughness that is unmatched by anyone I’ve worked with.” CHAMBERS GLOBAL 2015 BANKING AND FINANCE 4 INFRASTRUCTURE EXpeRIENCE HIGHLIGHTS North America M&A Deal of the Year — Chicago Skyway Acquisition IJGlobal, 2016 Finance Deal of the Year: Projects — Oyu Tolgoi Copper and Gold Project Asian Lawyer Asia Legal Awards, 2017 Standout Energy Deal - Australia Pacific LNG Financial Times US Innovative Lawyers, 2012 Asia-Pacific Region &C’s infrastructure practice is regularly involved in Sa number of M&A, joint venture and finance matters involving strategic road, port, rail, airport and other transportation related assets. Our clients include strategic investors, operators and financial advisers acting on a wide range of public-private partnerships and direct investments in greenfield and brownfield projects worldwide. The unique training of our lawyers in project finance makes them ideally suited to advise on investments, joint ventures, acquisitions and dispositions involving transportation and other infrastructure assets. “They’re a strong firm with a high-quality team of lawyers who will bend over backwards to get the deal done for a client.” CHAMBERS GLOBAL 2016 6 Success in Advising Strategic Operators & Financial Investors S&C has acted for a wide variety of strategic operators and financial investors making infrastructure investments, both directly and in consortia, in the U.S., Latin America, Europe and elsewhere worldwide. Composed of lawyers with deep experience in corporate and project finance, this experience guarantees our intimate familiarity with the business and the challenges associated with successfully closing the most complex transactions. S&C IS THE NUMBEr oNE U.S. LAW FIRM ADVISING ON TRANSPORTATION & INFRASTRUCTURE M&A SINCE 2007 AccORDING TO THOMSON. (AGGREGATE DEAl vALUE IS $95 BILLION) Airports SELECTED the Government of New Zealand and Auckland REPRESENTATIONS International Airport Limited regarding the Auckland International privatization. The privatization included a $96 million Rule 144A offering in 2002 and a $215 million Rule 144A offering in 1998. the underwriters in the $900 million and $500 million Rule 144A/Reg S offerings of guaranteed senior secured notes issued by Sydney Airport Finance Company Pty Limited, a wholly- owned subsidiary of Southern Cross Airports Corporation Holdings Limited which operates the Sydney (Kingsford Smith) Airport under a long-term lease granted by the Australian Federal government. the consortium of GS Infrastructure Partners and Fraport in a potential bid for a long-term concession of the Luis Muñoz Marín Airport in San Juan, Puerto Rico. 8 ur depth of experience in leading Oon transactions in the airport sector is unmatched by any other international firms. GS Global Infrastructure Partners in its the U.S. partner of the Aeropuertos Argentina participation in a consortium led by Hochtief 2000 consortium that purchased the concession to consider a bid for the Chicago Midway to operate the facilities of 33 Argentine airports on International Airport concession. the concession contract. EDF Invest in its $1.355 billion acquisition Schiphol Group (Netherlands) in its $668 together with Atlantia of a 60 percent stake in million investment (8% stake) in majority French Nice Côte d’Azur Airport. state-owned Aéroports de Paris (France), a Paris- based owner and operator of airports in 2008. concession and financing work for the British Airways terminal at JFK Airport. British Airways on legal issues arising from the creation of the privatized British Airports the Municipal Authorities in financings of Authority. airport projects in Philadelphia and Houston. Hong Kong-based partner Jamie Logie, before lead adviser to the bond underwriters for the joining S&C, acted for the developers/sponsors Greensboro-High Point Airport Authority of the fuel hydrant project at Athens Spata terminal project. Additionally, S&C represented Airport. the Bank of New York in a number of industrial revenue bonds including financings for Chicago O’Hare Airport and Tulsa Municipal Airport. 9 Rail SELECTED Asciano Limited (Australia) in its $1 billion REPRESENTATIONS debut U.S. debt offering pursuant to Rule 144A/ Reg S. Asciano is the largest national rail freight and port operator in Australia The underwriters in the $4.29 billion local public offering and Rule 144A U.S. offering for the partial privatization of Central Japan Railway Company (Japan) Fortescue Metals Group Ltd. (Australia) in its Rule 144A/Reg S offering of $ 2.1 billion in U.S. dollar- and euro-denominated Senior Secured Notes. Proceeds of the offering will be used to develop a project consisting of an iron ore mine in the Pilbara Region of Western Australia, a port facility in the Town of Port Hedland and a 260-kilometer railroad connecting the mine to the port The underwriters in Kyushu Railway’s ¥416 billion ($4 billion) IPO, privatization and listing on the Tokyo Stock Exchange, marking the largest IPO by a Japanese issuer in 2016 Mr. Leslie Lee Alexander and Grahamstowe Investments (U.K.) in Grahamstowe’s $38.5 million investment in China Railway Group 10 Limited (China) n Asia-Pacific, S&C’s knowledge of Ithe rail sector is second to none, as evidenced by the variety of transactions we have handled over the years. MTR Corporation Limited (Hong Kong) in its Neptune Orient Lines (Singapore) in its $1.34 billion IPO; multiple SEC-registered debt $315 million sale of its North American and note offerings; multiple Rule 144A bond
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