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Experience in the Oil and Gas Industry “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives

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Experience in the Oil and Gas Industry “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives Experience in the Oil and Gas Industry “They go to great lengths to understand your industry, business and specific objectives . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.” CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES “Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.” CLIENT QUOTED IN CHAMBERS USA 2013 “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 Oil and Gas &C has significant and varied experience advising clients in “Oil & Gas Legal Adviser of the Year” Sthe oil and gas sector. Our depth of understanding of the oil INFRASTRUCTURE JOURNAL 2011 and gas industry means our lawyers’ advice is always orientated towards the achievement of our clients’ business objectives. S&C’s standing in the industry is reflected in the number We provide tailored solutions informed by market knowledge. of major companies it has represented, both directly and in Our multi-disciplinary approach ensures that clients benefit consortia, including: from our industry experience in each of our core practice areas. AEC (Alberta Energy) INPEX Corporation American Energy Kerr-McGee Partners, LP Nigeria LNG Limited OUR OIL AND GAS Upstream BG Group plc INDUSTRIES Nippon Oil Pipelines BHP Billiton Petroleum Oleoducto Central S.A. LNG BP plc (OCENSA) Downstream Cheniere Energy Oil Search Limited Chevron Corporation PDVSA OUR CORE Mergers & Acquisitions and Joint Ventures ConocoPhillips Repsol PRACTICE AREAS Project Development and Finance Devon Energy Royal Dutch Shell Group Capital Markets, Leveraged Finance & Lending Enbridge Inc. SeaDrill Limited Private Equity EnCana Corp. Sempra Energy Restructuring Eni S.p.A. Statoil ASA Commodities, Futures & Derivatives ExxonMobil Corporation Total S.A. Tax Hess Corporation TransCanada Corporation Sanctions and Trade Hovensa LLC Union Texas Petroleum Disputes and Investigations Hunt Oil Woodside Petroleum Ltd. Imperial Oil Limited 2 3 Oil and Gas STATE-OWNED OIL COMPANIES ur work in the oil and gas industry includes Oextensive experience with state-owned or national oil companies. Abu Dhabi National Oil Company (ADNOC) KazMunayGas Petróleos de Venezuela S.A. (PDVSA) Qatar Petroleum (QP) Counsel to Emirates Aluminium (50% owned by Counsel to the consortium, which includes Counsel to the consortium, comprised of Counsel to ExxonMobil as co-sponsor/developer Mubadala) in negotiations of direct agreement with KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, on the of the Al-Khaleej (AKG-1) gas pipeline designed ADNOC the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project to transport significant quantities of gas from China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia) in Venezuela Qatar’s North Field to Kuwait Counsel to Goldman Sachs as financial adviser to Counsel to the consortium, which includes Counsel to the the project company in the Counsel to the lenders and underwriters to CNOOC (China) on the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Petrozuata Extra Heavy Oil Export Project Dolphin Energy in discussions with Qatar certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in sponsored by PDVSA Petróleo y Gas S.A. Petroleum Kazakhstan and a Conoco Inc. affiliate Counsel to the underwriters in equity offerings Yemen Gas Company by CNOOC Limited National Gas Company of Trinidad and Tobago Petróleos Mexicanos (PEMEX) Counsel to Yemen LNG on the $4.8 billion limited Counsel to the project company in financing for the recourse project financing of its upstream, pipeline Counsel to the underwriters on multiple China Petroleum and Chemical Corporation Phoenix Park natural gas processing project. The and two train LNG liquefaction project, shareholders debt offerings by Petróleos Mexicanos (Sinopec) consortium included the state-owned gas company of of which are direct or indirect subsidiaries of Total, Counsel to the project company in $8.5 billion Trinidad and Tobago. Counsel to the consortium for $1.0 billion Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen financing for the APLNG project, owned by financing of Deer Park Refinery in the Gas Co. and Yemen’s pension fund, GASSP Oman Oil Company(OOC) Conoco Phillips, Origin and Sinopec United States. The consortium included a Counsel to Alcan as sponsor in the Sohar smelter Pemex subsidiary. Counsel to the consortium comprising ENN project, partners of which included state-owned Energy Holdings Limited and Sinopec on the State Oil Company of Azerbaijan Republic Oman Oil Company S.A.O.C. and the Abu Dhabi $2.2 billion voluntary general offer for China Gas (SOCAR) Water and Electricity Authority (ADWEA) Holdings Limited (withdrawn) (Hong Kong) Counsel to the consortium, which includes the Azerbaijani state-owned oil company SOCAR, Counsel to Oleoducto de Crudos Pesados on the Petroleo Brasiliero S.A. (Petrobras) in the financing of South Caucusus Pipeline and acquisition of a 30% interest by Sinopec Counsel to the lenders in $850 million financing the BTC Pipeline for the Cabiúnas Gas Project in Brazil Ecopetrol Turkish Petroleum Corporation (TPAO) Counsel to the lenders in $1.6 billion financing for Counsel to Ecopetrol with respect to its Annual Counsel to the consortium, which includes the EVM Oilfields Project in Brazil Report on Form 20-F the Turkish state-owned oil company Türkiye Petrolleri Anonim Ortaklığı, or TPAO, in the Counsel to the consortium, which includes PetroChina (listed arm of China National Ecopetrol, on the $2.4 billion OCENSA Pipeline Petroleum Corporation) financing of the South Caucusus Pipeline, the Project Counsel to the underwriters to PetroChina on its BTC Pipeline, the ACG/Azerbaijan “Mega- SEC-registered $3,900 million IPO and Reg S equity Structure” Full Field and the Shah Deniz gas field Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol 4 5 Oil and Gas UPSTREAM &C’s deep industry experience includes significant Supstream projects, many in challenging emerging markets. This work extends from the structuring and negotiation of host country and commercial arrangements to the eventual financing, often in emerging markets. SELECTED PROJECTS ACG/Azerbaijan Dolphin Energy — Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects “Mega-Structure” (2004) Qatar/UAE (2009 and 2012) S&C represented the sponsor (2004, ongoing) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C is international finance development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TotalFinaElf, PDVSA counsel to Tengizchevroil LLP, facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion a limited liability partnership please see “Oil and Gas – LNG” and Deep-water Gunashli “mega- refinancing, a project heralded project to develop, produce, involving affiliates of beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy ChevronTexaco, ExxonMobil, the Australia Pacific LNG (2012) involves developing the Central its size. The project, the Middle crude oil from the Orinoco River Government of Kazakhstan and Azeri portion of the Azeri field, East’s largest cross-border gas belt in Venezuela, in the largest others, that raised $4.4 billion in PNG LNG (2010) including the construction of a project, produces gas from the project financing at the time to senior secured debt, comprising Yemen LNG (2008) new production platform, a gas North Field in Qatar, the world’s successfully close in Latin America. $1.1 billion in senior secured compression and water-injection largest non-associated gas field, The project, structured as an notes issued under Rule 144A/ platform and subsea oil and and then transports and sells the unincorporated joint venture, was Regulation S and $3.3 billion gas pipelines. The ACG Phase 1 gas to customers in Dubai, Abu named by IFLR as “Oil and Gas of senior secured debt provided Project followed the successful Dhabi and Oman. The financing Deal of the Year”. by partner co-lenders. Proceeds initial “Early Oil” component of included a $1.25 billion project of the offering and loans were the development of the Azeri, bond, a $1.142 billion commercial used for the expansion of TCO’s Chirag and Deep-water Gunashli bank debt tranche (involving upstream operations at the Tengiz “mega-structure”, which was the participation of 22 banks), a supergiant oil field in Kazakhstan. financed in 1998. $218 million SACE-backed export The financing marked the largest credit tranche and senior co- oil and gas project bond ever and lending by the project sponsors, the second-largest oil and gas Mubadala Development Company, project financing of any type (the Total and Occidental. The bank largest, Sincor, also having had financing was refinanced in the S&C act for the borrower). bond market in 2012. 6 7 Oil and Gas PIPELINES &C has market-leading cross-border pipeline expertise, FACTS AND FIGURES* having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $39 billion approximate amount of debt raised by pipeline projects involving project will need to consider, including key issues arising in S&C in finance plans including MLAs and ECAs and other agencies connection with host-government and inter-governmental such as BNDES, Coface, KEXIM, EBRD, Hermes, IFC, JBIC, MIGA, NEXI, OPIC, SACE, USEXIM, among others.
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