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 and stacktrain business - Land Transport note offerings; and its commercial paper program Services to Apollo Management (U.S.)
MTR Corporation Limited (Hong Kong), State of Queensland and QR National the world’s largest subway operator by Limited (Australia), Australia’s largest rail market value, in its $1.6 billion rail merger freight operator, on their A$4 billion initial between the Kowloon-Canton Railway public offering. The initial public offering Corporation and MTR, which are majority- of QR National is Australia’s largest IPO in owned by the Hong Kong Government. 13 years and second largest in the country’s S&C’s work included negotiating service history concessions, as well as acquisition of assets The underwriters in the $137.6 million IPO and in the financing of the Hong Kong and listing on the NASDAQ Stock Exchange Transit rail expansion, as well as subsequent and subsequent $67.8 million follow-on financings earning MTR “Asia-Pacific offering of American Depository Shares Borrower of the Year” kudos and the 2001 of Tranz Rail Holdings Limited (New bond financing,“Asia-Pacific Bond of the Zealand) Year” by IFR The issuer and selling shareholder in the The issuer in the initial public offering of $2.4 billion Japanese public offering and MTR Corporation Limited (Hong Kong) international offering of shares in West The Commonwealth of Australia in Japan Railway Company (Japan) in their the privatization of the National Rail final privatization tranche Corporation Ltd (Australia)
11 Toll Roads
Selected Abertis (Spain) and others in their leveraged €5 Representations billion acquisition of SANEF toll roads from the French State
American International Group (U.S.) with regard to a proposed investment in the People’s Republic of China toll road company
a vehicle formed by Borealis Infrastructure Management Inc. (the infrastructure division of OMERS), Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan Board in its acquisition of Skyway Concession Company LLC (SCC) from affiliates of Cintra S.A., Macquarie Infrastructure Partners and Macquarie Atlas Roads
Canada Pension Plan Investment Board (CPPIB) (Canada) in its approximately $1.15 billion acquisition of a 49.99% interest in Grupo Costanera SA (Chile) from Atlantia SpA (Italy)
Fiduciaria Bancolombia S.A., as trustee of Fideicomiso P.A. Pacífico Tres, in its $380 million project bond issuance to finance the construction and improvement of toll roads in the Valle del Cauca region in Colombia. The project financing also 12 included Colombian peso-denominated &C has significant and varied Sexperience advising clients in the toll roads sector.
credit facilities of approximately $270 GS Infrastructure Partners (U.S.) in its joint million, as well as a subordinated liquidity venture arrangements with Abertis (Spain) for facility from the Colombian Government’s the acquisition of a long-term concession of the Financiera de Desarrollo Nacional. The trust PR-5 and PR-22 toll roads in Puerto Rico was created after the Colombian government A high-level review of the Model Concession awarded Colombian corporation Concesión Agreements for State Highways and Ports Pacífico Tres S.A.S. a concession as part prepared by the Planning Commission of India of the country’s “Fourth Generation” (4G) Project, an infrastructure program aimed The financial adviser to PLUS Expressways Bhd at modernizing road infrastructure in the (Malaysia) in its $7.3 billion acquisition by UEM country. (LatinFinance Best Road Financing Group (Malaysia) and The Employees Provident and Best Infrastructure Financing – Andes, Fund of Malaysia. PLUS Expressways Bhd is the 2016; Project Finance International Latin largest operator of toll roads in Southeast Asia, America P3 Deal of the Year, 2016; IJGlobal with toll road assets in Malaysia, Indonesia and Latin America Roads Deal of the Year, 2016; India Latin Lawyer Project Finance Deal of the Sintonia S.A. (Italy) on a €2 billion senior Year, 2016) loan facility to be used by Sintonia to acquire Grupo Sarmiento (Colombia) in the $70 infrastructure assets in the transportation and million loan to Sociedad Concesionaria Vial de communication sectors Los Andes (Colombia) in connection with the Transfield Services Limited (Australia) in financing of certain segments of the Santa Fe connection with potential bids for toll road assets de Bogotá to Puente Real toll road in Colombia. in the Americas The toll road was part of a larger infrastructure development plan in the Capital District of Transurban Group (Australia) in various Santa Fe de Bogotá aspects of its announced infrastructure fund in the United States and Canada 13 Container Terminals and Port Facilities
Selected Asciano Limited (Australia) in its $1 billion Representations debut U.S. debt offering. The offering was conducted in the United States according to Rule 144A and offshore under Regulation S. Asciano is the largest national rail freight and port operator in Australia
Consortium of investors comprising China Investment Corporation, including First Reserve (U.S.), WL Ross & Co. (U.S.), Fairfax Financial Holdings (Canada), Morgan Creek Capital Management (U.S.) and PPM America Capital Partners (U.S.) in the $1 billion equity contribution towards the acquisition, by Diamond S Shipping Group (Cayman Islands), of 30 medium-range refined product carriers from Cido Tanker Holding (Hong Kong)
DP World (U.A.E.) in a number of situations in recent years, including the acquisition of the international terminals and port logistics business, primarily located in Hong Kong, China and Korea, from CSX Corporation (U.S.); and its sale of 100% of the outstanding stock of P&O Ports North America, Inc. (U.S.) and PORTS Insurance Company, Inc. to AIG Global Investment Group’s infrastructure fund 14 he expanse of our footprint in Tthe container terminals and port facilities is unprecedented. From Panama to Australia, Brazil to China, S&C is the legal adviser of choice in this sector.
Fortescue Metals Group (Australia) in a $2 LLX Minas-Rio Logística Comercial billion high yield project bond offering, the Exportadora S.A. (Brazil) in the R$1.3 billion largest by an Australian issuer. The proceeds financing of its iron ore port facility in Brazil. The of the offering, coupled with $400 million financing included lending from BNDES. equity funding, will fund the costs associated Ontario Teachers’ Pension Plan Board with developing a 45 million tonne per annum (Canada) in its purchase of four marine container greenfield iron ore resource development, rail terminals from Orient Overseas (International) infrastructure and port project in the Pilbara Limited of Hong Kong for approximately $2.35 region of western Australia. S&C subsequently billion. The project includes the acquisition advised on the refinancings to fund Fortescue’s of terminals in the United States and Canada expansion activities, as it aims to triple iron ore and represents the largest container terminal production capacity acquisition in North America, as well as the The international managers in the ¥30.9 billion largest North American port financing done in follow-on global offering of investment units of the syndicated loan market GLP J-REIT. GLP J-REIT was founded was The Panama Canal Authority (Panama) in founded with the sponsorship of Global Logistic connection with the legal and constitutional Properties Limited, a Singapore Exchange- framework in preparation for the expansion of listed company and one of the world’s leading the Panama Canal (2004 to 2007) providers of logistics facilities used to provide distribution and warehousing services, including transportation, shipping, storage, stockpiling, cargo handling, packaging, sorting, distribution processing and information functions
15 Water and Waste
Selected AquaSure Finance Pty Ltd (Australia) in its Representations senior secured notes offering in the traditional U.S. private placement market as part of the refinancing to build and develop the Victorian Desalination Plant.
the financial adviser to Casella Waste Systems, Inc. (U.S.) in its $130 million sale of select non- integrated recycling assets to CE Holdings (U.S.).
the financial adviser to SouthWest Water Company (U.S.) in its $427 million acquisition by certain institutional investors advised by J.P. Morgan Asset Management and Water Asset Management L.L.C. (U.S.).
the underwriters to numerous debt and equity offerings by American Water Works, including the $1.434 billion IPO and NYSE listing – at the time, the largest U.S. utility IPO in history.
S&C represented the underwriters as U.S. counsel in the unregistered placement/rights offering of ordinary shares by Transpacific Industries pursuant to Rule 144A/Reg S in 2009.
16 elected S&C infrastructure matters Sin the water and waste sector include:
Canada Pension Plan Investment Board Bank of New York in a series of revenue on the debt financing for the acquisition of bonds and credit facilities for utilities such as AWG plc by its subsidiary company Osprey Elizabethtown Water, San Diego Water Authority Acquisitions Limited, a consortium comprising and Pittsburgh Water & Sewer. Canada Pension Plan Investment Board principals in significant infrastructure and water (CPPIB), Colonial First State Global Asset project experience, including the privatization Management (the asset management division of Malaysia’s wastewater system, a clean water of Commonwealth Bank of Australia), Industry project for an Indian state and various projects in Funds Management (Nominees) Limited and the chemicals and transportation sectors. 3i Group plc.
Suez S.A. and its affiliates in numerous transactions.
the sponsor, Lyonnaise des Eaux, in the formation of Lyonnaise Asia Water Limited for the purpose of investing in start-up and existing potable water production, distribution and treatment facilities and wastewater facilities.
to a project to rebuild the Kuwait City Shuaiba North Power and Water Desalination Facility.
the underwriters in the registered offerings of debt and equity by Washington Water Power Company.
17 Leisure
Selected Canada Pension Plan Investment Board in its Representations combined minority investment with TPG Capital (U.S.) of US$500 million for a combined stake of 17% in MISA Investments Limited (Bermuda), the parent company of Viking Cruises (U.S.)
The Mara and Tisch families, owners of the New York Giants National Football League franchise, consummated a series of transactions, paving the way for the commencement of construction of their $1.6 billion joint venture stadium development project in the Meadowlands Sports Complex together with the Johnson family, the owners of the New York Jets National Football League franchise. S&C represented the Mara and Tisch families and the Giants’ project company, in connection with the $800 million financing of the Giants’ half of the stadium project
The first 100% privately financed stadium of its size and scope, with the largest total initial borrowings ever in the sports industry
“North American Leisure Deal of the Year” in 2007 (Project Finance)
18 ur client list in the leisure sector Ois populated with the most well- known names, a few of our selected transactions include:
S&C also represented the Mara and Tisch American Casino & Entertainment Properties families in connection with the issuance by Giants on its first lien term loans; and its high-yield debt Training Facility LLC (U.S.), another joint venture offering with an aggregate principal amount of of members of the Mara and Tisch families, of $375 million and in subsequent refinancing and $87 million of fixed rate Regulation D bonds tender offers
Kerzner Istithmar Limited (United Arab Disney (U.S.) and Euro Disneyland (“EDL”) Emirates) in the restructuring of its outstanding (France) with respect to the organization of debt under a $700 million senior loan facility a project and first phase of the financing. The and a $275 million second lien facility in project included two theme parks and numerous connection with the simultaneous sale by Kerzner hotels, restaurants, shops, convention facilities International of its 50 percent holding in Kerzner and outdoor recreation facilities, as well as Istithmar Limited to Istithmar World a campground, regional shopping center, offices and a multi-purpose corporate park The Mara and Tisch families in successfully and single and multiple-family dwellings. The completing a series of transactions to refinance a EDL project benefitted from the support of the portion of the existing debt on their $1.6 billion French government. This support included: the joint venture stadium development project in the extension of the Paris commuter railway to the Meadowlands Sports Complex. S&C represented EDL site, access to the TGV high-speed train at the Mara and Tisch families in connection with the EDL site, the construction of new motorway the issuance by Giants Stadium LLC (U.S.), interchanges and various secondary roads, the a joint venture of members of the Mara and creation of a new French public development Tisch families, of $360 million of fixed rate authority to transfer land to EDL and the Regulation D bonds and a $178 million senior provision of loans on special terms. EDL is a secured loan facility. A portion of the proceeds of theme park, resort and planned community, each transaction were used to refinance Giants located on a 4,800-acre site 32 kilometers east Stadium LLC’s existing $618 million outstanding of Paris project revenue bonds 19 Telecommunications
Selected China Mobile Limited in its transaction Representations agreement with CMC (China), China Unicom, China Telecom and China Reform Corporation to sell their telecom towers and related assets to China Tower
China Telecom Corporation Limited (China):
in its $13.4 billion acquisition of certain CDMA network assets and associated liabilities from its parent company, China Telecommunications Corporation
in its $8.2 billion acquisition of ten provincial fixed-line networks from China Telecom Group (China)
in its $5.6 billion acquisition of six provincial networks from China Telecom Group (China)
China Unicom Limited (China):
in its strategic alliance with Telefónica SA (Spain)
in its $939 million sale of certain telecommunications related assets to its major subsidiary, China United Network Communications Corporation Limited 20 (China) e are one of the leading firms Win the telecommunications sector in Asia-Pacific and the rest of the world, having advised some of the most significant telecommunication companies on their groundbreaking transactions.
in the $15.9 billion sale of its CDMA Siemens’ affiliates in the ARCOS-1 Submarine business to China Telecom (China) Cable Network project entailing the development of a submarine fiber optic telecom cable network as parent in the $334 million sale by China project. ARCOS-1 is to connect the United States Unicom Corporation of its paging business to various points in Latin America. The main to China Unicom Group (China) sponsor of the project is New World Network in the $388 million acquisition of nine Holdings Ltd., which has an 85% interest in additional provincial networks from China ARCOS. New World is owned by Global Light Unicom Group Telecommunications Inc. and Siemens Project Ventures in its joint venture with SK Telecom (Korea) Telstra (Australia) as to certain U.S. legal in the $577 million acquisition of nine provincial networks from China Unicom matters in its acquisition of Pacnet Limited Group (Hong Kong) Telestra (Australia) in its $1.6 billion sale of Microsoft Corporation (24% shareholder) in the $2.4 billion refinancing of Jupiter 47.4% of Autohome Inc. to Yun Chen Capital Telecommunications, the largest broadband and Cayman, a special purpose vehicle established cable service provider in Japan. A consortium of by Ping An Insurance; and its subsequent $217.4 U.S., Japanese and European banks agreed to million sale of its remaining 6.5% of the total six-year term loans and a revolving credit loan issued and outstanding shares of Autohome Inc. pursuant to a syndicated loan agreement. The to Yun Chen Capital Cayman loan agreements were structured like a project finance transaction and provided for very limited recourse to the shareholders, a novel transaction structure in Japan
21 Energy
Market-Leading M&A
Selected ACE Investment Fund (Hong Kong) in Representations connection with its agreements to acquire 49% of the equity interest in, and 49% of the loans owed by EDP’s Italian and Polish wind farm project companies for a total consideration of approximately EUR392 million
BHP Billiton (Australia) in its $15.1 billion acquisition of Petrohawk Energy Corporation (U.S.) (Energy and Services Deal of the Year – Atlas Awards 2012)
China Huaneng Group (China) in its $3.04 billion privatization and acquisition of Tuas Power (Singapore)
China Investment Corporation (China) in a $150 million investment in Triana Energy Investments, LLC (U.S.) by a subsidiary of China Investment Corporation and an affiliate of Morgan Stanley (U.S.)
China Renaissance Capital Investment and Dr. Guangzhen Meng (China) in the sale of a 40 percent equity interest in Grant Achieve Global Limited (British Virgin Islands) to Olympus Capital Holdings Asia (Hong Kong) and Anoi Limited (Hong Kong) for an undisclosed amount 22 &C has acted in matters by a large Snumber of major energy companies globally, giving us a critical insight into the commercial, environmental, regulatory and legal issues facing the industry. In Asia-Pacific, our award- winning practice has advised on the below selected transactions:
CIC Capital (China) as a member of a consortium (Korea) in connection with their sale of entire led by Brookfield in the $5.2 billion acquisition outstanding share capital of Daesung Industrial of a 90% stake in the natural gas pipeline unit of Gases Petrobras (Brazil) Israel Corp. and DS Constructions (India) Constellation Energy (U.S.) in the sale of its in their purchase of a Latin American power international commodities business to an affiliate portfolio from Globeleq (Bermuda) of Goldman Sachs (U.S.) and in the sale of the Consortium led by Macquarie Infrastructure downstream natural gas trading business of Partners (Australia) in its $1.59 billion acquisition Constellation Energy Commodities Group to of Duquesne Light Holdings (U.S.) Macquarie Cook Energy, LLC (Australia) The shareholders of Novaled AG (Germany) as DQE Holdings, LLC (U.S.) in connection sellers in the $347 million acquisition by Samsung with necessary documentation negotiations for Group (South Korea) the sale by DUET Group of its 29% interest in DQE Holdings to the Government of Singapore Oleoducto de Crudos Pesados (Ecuador) in the Investment Corporation (GIC) acquisition of a 30% interest by China Petroleum & Chemical Corporation (Sinopec) Consortium comprising ENN Energy Holdings Limited (China) and China Petroleum & Chemical State Grid International Development Limited Corporation (Sinopec) (China) in the proposed (China) in its approximately $4.53 billion $2.2 billion voluntary general offer for China acquisition of an approximately 54.64 percent Gas Holdings Limited (Hong Kong). S&C also stake in CPFL Energia S.A. (Brazil) from Camargo represented ENN Energy as borrower of a bridge Correa S.A. and Brazilian pension funds, and in its loan facility from Citigroup (withdrawn) potential cash tender offer, which could result in a total deal value of approximately $8.29 billion. Goldman Sachs, Daesung Group and other shareholders of Daesung Industrial Gases 23 Energy
Capital Markets
“Energy Practice Group of the Year”
Law360, 2017
24 Selected Representations
Broken Hill Proprietary Oil Search SEC-registered debt offerings, 1996, 1993, 1992 Rule 144A/Reg S equity offering, 2009 Counsel to the issuer Counsel to the issuer
CNOOC Limited Origin Energy Limited Private placement of equity, 2006 Private placement of debt, 2005, 2003 Counsel to the underwriters Counsel to the issuer
China Gas Holding Limited PetroChina Company Unsolicited tender offer, 2011 Reg S equity, 2005 Counsel to the issuer |SEC-registered equity offering (IPO), 2000 Counsel to the underwriters China Unienergy Hong Kong IPO, 2016 PTT Exploration and Production Counsel to the underwriter Rule 144/Reg S equity offering, 1998 Rule 144/Reg S debt offering, 1998 Idemitsu Kosan Co., Ltd. Sole U.S. counsel to the underwriters Rule 144A/Reg S equity offering (IPO), 2006 Counsel to the issuer Santos unregistered equity offering, 2010, 2009 Inpex Corporation Rule 144A debt offering, 1994 Rule 144A/Reg S equity offering (IPO), 2010, Counsel to the issuer and the underwriters 2004 Counsel to the issuer Woodside Petroleum Reg S equity offerings, 2010, 2009 Kunlun Energy Co. Ltd. Rule 144A/Reg S debt offering, 2009, 2003 Rule 144A/Reg S equity, 2012 Rule 144A debt offering, 1998 Counsel to the underwriter Counsel to the issuer
25 Infrastructure Investment and Finance
SELECTED GLOBAL HIGHLIGHTS
Toll Roads A large Mexican toll road (Mexico) Acquisition of 5 Chilean Toll Roads (Chile) Chicago Skyway (U.S.) Dulles Toll Road (U.S.) I-595 Corridor (U.S.) Intersur Concesiones S.A. (Peru) Northwest Parkway (U.S.) Pennsylvania Turnpike (U.S.) Planning Commission of India (India) PLUS Expressways (Malaysia) Pocahontas Parkway (U.S.) PR-5 (Puerto Rico) PR-22 (Puerto Rico) PRC Toll Road Company (China) SANEF Toll Roads (France) Santa Fe de Bogotá to Puente Real Toll Road (Colombia) State Highway 121 (U.S.)
Ports & Container Terminals Asciano Limited (Australia) Carrix (U.S.) DP World (U.A.E.) Fortescue Metals Group (Australia) Airports GCT Global Container Terminals (Canada) Aeropuertos Argentina 2000 Consortium (Argentina) Hamburger Hafen und Logistik (Germany) Athens Spata Airport (Greece) José Terminal Port Complex (U.S.) Auckland International Airport Limited (New Zealand) Maher Terminals LLC (U.S.) Chicago Midway International Airport (U.S.) Minas-Rio Port Facility (Brazil) Chicago O’Hare Airport (U.S.) Newcastle Coal Infrastructure Group (Australia) Greensboro-High Point Airport Authority (U.S.) Ontario Teachers’ Pension Plan Board (Canada) JFK Airport – British Airways Terminal (U.S.) Panama Canal Authority (Panama) Luis Muñoz Marín Airport (U.S.) Port Açu Export Facility (Brazil) Schiphol Group (Netherlands) Triton Container International Limited (Bermuda) Sydney Airport Finance Company (Australia) Tulsa Municipal Airport (U.S.) Various airport projects in Houston and Philadelphia (U.S.)
26 Rail Amtrak (U.S.) Asciano Limited (Australia) Burlington Northern Santa Fe Corp. (U.S.) Canadian National Railway (Canada) Carrix (U.S.) Central Japan Railway Company (Japan) China Railway Group Limited (China) Eurotunnel (France/U.K.) Fortescue Metals Group (Australia) Massachusetts Bay Transportation Authority (U.S.) MTR Corporation Limited (Hong Kong) National Rail Corporation (Australia) Neptune Orient Lines (Singapore) QR National Limited (Australia) Railtrack Group (U.K.) Tranz Rail Holdings Limited (New Zealand) West Japan Railway Company (Japan) Wisconsin Central Transportation Corp. (U.S.)
Energy & Natural Resources Other Significant Infrastructure Mandates Alaska Natural Gas Pipeline (U.S.) American Waterworks (U.S.) Australia Pacific LNG (Australia) Central Parking Corporation (U.S.) Baku-Tbilisi-Ceyhan Pipeline (Azerbaijan/ Georgia/Turkey) Chicago Millennium Garages (U.S.) Dolphin Energy (U.A.E.) Euro Disneyland (France) Express Pipeline System (U.S.) Hyder plc (U.K.) Kuwait City Shuaiba North Power and Water Desalination IPP Program (South Africa) Facility (Kuwait) La Higuera Power Project (Chile) Lyonnaise des Eaux (France) Papua New Guinea LNG (Papua New Meadowlands Sports Complex (U.S.) Guinea) Osmonics (U.S.) PEMEX Asset Acquisition and Leaseback Schroder (U.K.) by KKR (Mexico) Suez S.A. (France) Tétouan Wind Project (Morocco) Techem (Germany) Transportadora de Gas del Perú (Peru) Tres Mesas Wind Project (Mexico)
27 Lawyer Contacts
Asia and Australia
Izumi Akai Waldo D. Jones, Jr. Tokyo Office Sydney Office Phone: +81 3 3213 6145 Phone: +61 2 8227 6702 Fax: +81 3 3213 6470 Fax: +61 2 8227 6744 [email protected] [email protected] *M&A, Capital Markets *M&A, Capital Markets, Project Finance
Garth W. Bray Jamieson J. Logie Hong Kong Office Hong Kong Office Phone: +852 2826 8691 Phone: +852 2826 8616 Fax: +852 2826 1766 Fax: +852 2522 2280 [email protected] [email protected] *M&A, Capital Markets *Project Finance, Joint ventures
Robert Chu Kay Ian Ng Melbourne Office Hong Kong Office Phone: +61 3 9635 1506 Phone: +852 2826 8601 Fax: +61 3 9635 1531 Fax: +852 2826 8602 [email protected] [email protected] *M&A, Capital Markets *M&A, Capital Markets
Michael G. DeSombre Chun Wei Hong Kong Office Hong Kong Office Phone: +852 2826 8696 Phone: +852 2826 8666 Fax: +852 2826 1774 Fax: +852 2522 2295 [email protected] [email protected] *M&A, Private Equity, Joint Ventures *M&A, Capital Markets
Keiji Hatano Gwen Wong Tokyo Office Beijing Office Phone: +81 3 3213 6171 Phone: +86 10 5923 5967 Fax: +81 3 3213 6470 Fax: +86 10 5923 5950 [email protected] [email protected] *M&A, Capital Markets *M&A, Capital Markets
28 Americas
Werner F. Ahlers John E. Estes New York Office New York Office Phone: +1 212 558 1623 Phone: +1 212 558 4349 Fax: +1 212 291 9201 Fax: +1 212 291 9049 [email protected] [email protected] *M&A, Project Finance *Leverage Finance, Project Finance
Sergio J. Galvis Joseph E. Neuhaus New York Office New York Office Phone: +1 212 558 4740 Phone: +1 212 558 4240 Fax: +1 212 291 9062 Fax: +1 212 291 9105 [email protected] [email protected] *M&A, Project Finance, Capital Markets *arbitration, Disputes
Christopher L. Mann Kenneth M. Raisler New York Office New York Office Phone: +1 212 558 4625 Phone: +1 212 558 4675 Fax: +1 212 291 9092 Fax: +1 212 291 9118 [email protected] [email protected] *Project Finance, Capital Markets, M&A *Commodities, Futures and Derivatives
Inosi M. Nyatta George J. Sampas New York Office New York Office Phone: +1 212 558 7822 Phone: +1 212 558 4945 Fax: +1 212 291 9781 Fax: +1 212 291 9131 [email protected] [email protected] *Leverage Finance, Project Finance, Capital Markets *M&A, Private Equity
29 Lawyer Contacts
EMEA
Nikolaos G. Andronikos Tim Emmerson London Office London Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8595 Fax: +44 20 3350 2007 Fax: +44 20 3350 2095 [email protected] [email protected] *Capital Markets, Project Finance, Joint ventures *M&A, PRIVATE EQUITY
Chris Beatty Craig Jones London Office London Office Phone: +44 20 7959 8505 Phone: +44 20 7959 8488 Fax: +44 20 3350 2047 Fax: +44 20 3350 2088 [email protected] [email protected] *Leveraged Finance, Capital Markets *Project Finance, Joint ventures, Leveraged Finance
Vanessa K. Blackmore Ben Perry London Office London Office Phone: +44 20 7959 8480 Phone: +44 20 7959 8477 Fax: +44 20 3350 2008 Fax: +44 20 3350 2077 [email protected] [email protected] *capital markets *Project Finance, M&A, CAPITAL MARKETS, LEVERAGED FINANCE
Krystian Czerniecki Stewart M. Robertson Frankfurt Office London Office Phone: +49 69 4272 5525 Phone: +44 20 7959 8555 Fax: +49 69 4272 5210 Fax: +44 20 3350 2055 [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, Joint Ventures
Olivier de Vilmorin York Schnorbus Paris Office Frankfurt Office Phone: +33 1 7304 5895 Phone: +49 69 4272 5517 Fax: +33 1 7304 1064 Fax: +49 69 4272 5250 [email protected] [email protected] *M&A, CAPITAL MARKETS, LEVERAGED FINANCE *M&A, CAPITAL MARKETS, LEVERAGED FINANCE
30 S&C Offices Worldwide
www.sullcrom.com
Beijing New York London Telephone: +86 10 5923 5900 Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +86 10 5923 5950 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 Suite 501, China World Office 1 125 Broad Street 1 New Fetter Lane One Jian Guo Men Wai Avenue New York, NY 10004-2498 London EC4A 1AN Beijing 100004 U.S.A. England China
Washington, D.C. Paris Hong Kong Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Telephone: +852 2826 8688 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 Facsimile: +852 2522 2280 1700 New York Avenue, N.W. 24, rue Jean-Goujon 28th Floor Suite 700 75008 Paris Nine Queen’s Road Central Washington, D.C. 20006-5215 France Hong Kong U.S.A.
Frankfurt Tokyo Los Angeles Telephone: +49 69 4272 5200 Telephone: +81 3 3213 6140 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +81 3 3213 6470 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 Otemachi First Square 1888 Century Park East 60311 Frankfurt am Main East Tower 16F Los Angeles, CA 90067-1725 Germany 5-1, Otemachi 1-chome U.S.A. Chiyoda-ku, Tokyo 100-0004 Japan Brussels Palo Alto Telephone: +32 7870 5000 Telephone: +1 650 461 5600 Rue Joseph Stevens 7, Suite 1401 Melbourne Facsimile: +1 650 461 5700 Brussels, 1000 Telephone: +61 3 9635 1500 1870 Embarcadero Road Belgium Facsimile: +61 3 9654 2422 Palo Alto, CA 94303-3308 101 Collins Street U.S.A. Melbourne 3000 Victoria Australia
Sydney Telephone: +61 2 8227 6700 Facsimile: +61 2 8227 6750 The Chifley Tower 2 Chifley Square Sydney, New South Wales 2000 Australia
31 Notes
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