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Experience in the 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 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 ( Energy) „„ Corporation „„ American Energy „„ Kerr-McGee Partners, LP „„ LNG Limited

OUR OIL AND GAS „„ „„ BG Group plc „ INDUSTRIES „ Nippon Oil „„ Pipelines „„ BHP Billiton „„ Oleoducto Central S.A.

„„ LNG „„ BP plc (OCENSA)

„„ Downstream „„ Cheniere Energy „„ Oil Search Limited

„„ „„ PDVSA

OUR CORE „„ Mergers & Acquisitions and Joint Ventures „„ ConocoPhillips „„ PRACTICE AREAS „„ Project Development and Finance „„ „„ Group

„„ Capital Markets, Leveraged Finance & Lending „„ Inc. „„ SeaDrill Limited

„„ Private Equity „„ EnCana Corp. „„ Sempra Energy

„„ Restructuring „„ S.p.A. „„ Statoil ASA

„„ , Futures & Derivatives „„ ExxonMobil Corporation „„ Total S.A.

„„ Tax „„ „„ TransCanada Corporation „„ Sanctions and Trade „„ Hovensa LLC „„ Union Petroleum „„ Disputes and Investigations „„ Hunt Oil „„ Ltd. „„ 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 (ADNOC) KazMunayGas Petróleos de S.A. (PDVSA) 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 National Oil Company (CNOOC) Project (/) in Venezuela Qatar’s North Field to Kuwait

„ „ „ „„ Counsel to 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 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 processing project. The and two train LNG liquefaction project, shareholders debt offerings by Petróleos Mexicanos () 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 Oil Company(OOC) Conoco Phillips, Origin and Sinopec . 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 Republic Oman Oil Company S.A.O.C. and the Abu Dhabi $2.2 billion voluntary general offer for (SOCAR) Water and Electricity Authority (ADWEA) Holdings Limited (withdrawn) () 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. () 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 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 „„ 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 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 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, , OPIC, SACE, USEXIM, among others. agreements and related structuring issues for cross-border pipelines, such as maritime boundary issues. 92 total number of sponsors S&C has advised, individually or as members of consortia, on pipeline projects including IOCs, NOCs from Europe, Asia, , Middle East and Latin America, and REPRESENTATIVE PIPELINE PROJECTS JURISDICTIONS independents. -Tbilisi- Pipeline Project Azerbaijan// Dolphin Energy Gas Pipeline U.A.E./Qatar/Oman 4.45 average number of sponsors S&C has advised on each CPC Pipeline Consortium Financing Russia/Kazakhstan pipeline project. Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe

South Gas Pipeline (Shah Deniz) Azerbaijan/Georgia/Turkey of S&C pipeline projects involved developments in two or Al-Khaleej Gas Pipeline (proposed) Qatar/Kuwait 68% more countries. Alliance Gas Pipeline /U.S.

Alaska Natural Gas Pipeline (proposed) U.S./Canada AIOC Western and Northern Routes Azerbaijan/Georgia/Russia 80% of S&C’s pipeline projects have taken place in emerging markets. Tengizchevroil (TCO) Kazakhstan/Russia

GasAndes Pipeline Argentina/Chile *as of May 2014

Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa)

8 9 Oil and Gas

LNG

&C has been involved in the structuring and financing AWARDS AND RECOGNITIONS Sof some of the largest and most complex LNG projects Cameron LNG „„ Highly commended: “Innovation in Finance Law” 2014 . . . . FT Innovative Lawyers ever undertaken. Our experience in LNG and gas projects North America extends from drafting and negotiating shareholder Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken arrangements, SPAs, shipping contracts and construction and „„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International operating arrangements to negotiating and drafting limited „„ Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance „„ Standout Energy Deal...... FT US Innovative Lawyers recourse financings. „„ Best Project Finance Deal ...... Finance Asia

PNG LNG The world’s then largest-ever energy markets project financing

„„ Global Deal of the Year 2010 ...... Infrastructure Journal “Noted for the strength of its oil and „„ Asia Pacific Deal of the Year ...... Project Finance International „„ Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance

gas projects practice and its attorneys’ „„ Australasian Law Awards: Project Finance Deal of the Year...... Asian Legal Business knowledge of the LNG sector.” „„ Energy Projects: Oil & Gas Team of the Year, 2010 ......  Chambers USA Award CHAMBERS USA 2014 for Excellence Yemen LNG The first large-scale project financing in Yemen

„„ Global Deal of the Year ...... Infrastructure Journal

„„ Oil & Gas Deal of the Year ...... Infrastructure Journal

„„ Middle East Oil & Gas Deal of the Year 2008 ...... Project Finance

„„ Middle East Oil & Gas Deal of the Year...... Project Finance International

10 Oil and Gas

LNG continued

No firm has more relevant, current experience advising sponsors and borrowers on the complexities associated with world-class projects in the LNG sector. In addition to our significant work in emerging markets, S&C is playing a major role in the wave of LNG matters within the United States.

PNG LNG (2010) Advised the project company and consortium Freeport LNG in the $18 billion fully integrated LNG project Advised a potential bidder for a significant involving the exploration, development and equity stake in Train 2 of the Freeport LNG production of natural gas in the highlands of project in Freeport, Texas. , transport of the natural „ gas over a distance of nearly 450 miles from „ „ the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the Corpus Christi LNG (Pending) natural gas into LNG and transport of the LNG S&C is advising Cheniere Energy in the project to customers in Asia. „ financing of its proposed LNG liquefaction „„ PNG LNG was the largest-ever project financing until 2013. project in Corpus Christi, Texas. „

„„ Financed with a combination of commercial bank debt and export credit agency debt. The Cameron LNG (2014) „ financing was structured to accommodate Advising Sempra Energy in connection with the project bonds. financing of its $10.5 billion Cameron LNG export terminal in Hackberry, . Australia Pacific LNG (APLNG) (2012) „„ Commercial development agreements with International counsel to APLNG in the $8.5 billion GDF Suez, and Mitsui project finance facility for the development of & Co., Ltd. Yemen LNG Project (2008) Advised Yemen LNG in the $4.8 billion upstream, its groundbreaking $20 billion coal seam gas to „„ DOE approval to export up to 12 Mtpa of 320 km pipeline and two-train LNG liquefaction project on Curtis Island, domestically produced LNG from the Cameron project in Balhaf. Queensland. LNG terminal to all current and future FTA „„ Advice on commercial contract structuring, pipeline countries. „„ Shareholders are direct or indirect subsidiaries of Total, Hunt Oil, SK Corp., Hyundai Corp., Kogas, Yemen Gas and LNG shipping matters. „„ Financed by JBIC and commercial banks. Co. and Yemen’s pension fund, GASSP. „„ APLNG is owned by Conoco Phillips, Origin and „„ $2.8 billion financing including direct loans from JBIC China Corp. (Sinopec). (buyer’s credit) and KEXIM, uncovered commercial bank loans, bank loans covered by COFACE, NEXI and „„ First unconventional gas to LNG project in the world. KEXIM, and a sponsor senior loan facility.

12 13 Oil and Gas

DOWNSTREAM

e have considerable experience with large-scale Wrefinery and petrochemical projects and their financings. The majority of these projects involved complex structuring and incorporated multiple sources of finance, including project bonds and commercial bank loans.

SELECTED PROJECTS

Bayóvar Phosphorus Deer Park Refining Sweeny Coker Refinery Cantarell HOVENSA Refinery Cape Horn Methanol Ore Project Deer Park Refining Limited S&C represented both the capital S&C represented , EDC S&C represented HOVENSA Cape Horn Methanol, formerly S&C advised Mitsui & Co., Ltd. Partnership was formed by Shell markets underwriters’ financing and the other bank lenders in the in the creation, initial financing a joint venture between the in its acquisition from Vale S.A. Oil Company and a subsidiary of and the bank lenders in the $1 billion Cantarell nitrogen gas and subsequent financing of Henley Group and two Chilean of a non-controlling stake in a of Petróleos Mexicanos to $525 million development and BOOT project in . The HOVENSA LLC, a 50/50 joint shareholders, Compañía phosphorus ore project being own, operate and upgrade construction of a coker and related project involved the construction venture between Amerada Hess Manufacturera de Papeles y developed by Vale in the Bayóvar the refinery portion of a facilities at Phillips Petroleum of facilities for the extraction and Petróleos de Venezuela, S.A. Cartones S.A. (CMPC) and a area of Peru’s Piura Province and fully integrated refinery and Company’s refinery complex in and eventual delivery of nitrogen (PDVSA), to acquire, own and company in the Menendez Group, the entry into a joint venture with petrochemical facility located in Sweeny, Texas. The project was gas to Petróleos Mexicanos, the operate the Hess 500,000 bpd constructed a facility in Chilean Vale and The Mosaic Company. Deer Park, Texas. S&C represented designed to enable Phillips to Mexican state-owned petroleum refinery in the U.S. Virgin Islands. Patagonia to convert natural gas The transaction valued the the underwriters for the initial $1 process lower-cost, heavy sour company. In 2002, Hovensa LLC issued new to methanol. S&C represented Bayóvar project at $1.1 billion, billion capital markets financings crude oil and to improve the senior secured tax-exempt revenue the Chilean partners and with a wholly owned subsidiary and lenders for the subsequent profitability of the refinery. Petrochemical Project bonds to pay down borrowings subsequently acted as U.S. counsel of Mitsui purchasing 25% of the expansion financing. S&C represented the sponsor in and to fund an extended debt to Fletcher Challenge limited of project for $275 million. The Phoenix Park Gas Processors the structuring of a confidential service reserves account. New Zealand, which purchased a transaction represents the first Port Arthur Refinery Limited petrochemical project in Egypt. controlling interest in the project time that a Japanese company has S&C represented the S&C acted as counsel to Phoenix Qatar Petrochemical Project from the Henley Group. acquired an economic interest in underwriters, bank lenders Park Gas Processors Limited (the KPI Project S&C represented a sponsor in the phosphorus deposits. and insurance providers in the project), owned by the National S&C is representing TCO structuring of a petrochemical $860 million refinery upgrade Gas Company of Trinidad and as feedstock supplier to this project in Qatar. project in Port Arthur, Texas. Tobago, Conoco, Inc. and a third proposed petrochemical project The upgrade project included the party, on a $110 million senior in Kazakhstan. construction of additional coking debt financing to expand the and hydrocracking capability and Phoenix Park’s cryogenic natural a sulphur unit. gas processing plant in Trinidad.

14 15 Oil and Gas

MERGERS & ACQUISITIONS

&C has an extensive record advising acquirers, target REPRESENTATIVE OIL AND GAS M&A TRANSACTIONS companies and their financial advisers in mergers „„ American Energy – Permian „„ Consortium comprising Italian „„ Consortium comprising ENN S Basin, LLC, an affiliate of operator (45%), GIC, Energy Holdings Limited American Energy Partners, the Singaporean sovereign (China) and China Petroleum and acquisitions in the oil and gas sector. We have had the LP (U.S.), in its agreement to fund (35%) and EDF (France) & Chemical Corporation acquire approximately 63,000 (20% through its dedicated (Sinopec) (China) in the privilege of working on landmark transactions that have net acres of leasehold in the assets fund), in the $3.3 billion pending $2.2 billion voluntary southern Permian Basin, Texas (€2.4 billion) acquisition of general offer for China Gas from affiliates of Enduring Transport et Infrastructures Holdings Limited (Hong helped shape the industry, and our expertise in this field will Resources, LLC (U.S.) for $2.5 Gaz France (France) from Kong). S&C also represents billion (2014) Total SA (France) (2013) ENN Energy as borrower of a be invaluable on any oil and gas industry transaction. bridge facility from Citigroup „„ American Energy – Utica, „„ Electricité de Strasbourg (withdrawn) (2012) LLC and American Energy – (France) in its acquisition Marcellus, LLC, affiliates of of Enerest (France) from „„ Beheer B.V. American Energy Partners, Réseau GDS (France) for an () in antitrust LP, in their agreement to undisclosed amount (2011) and competition law matters acquire 75,000 net acres relating to its $389 million „„ Borealis Infrastructure and 175 mmcfe per day of net acquisition of the remaining (Canada) and production in the southern 51.7% interest of Iberian Teachers’ Pension Plan Utica and southern Marcellus Minerals Corp. (Canada) that it Board (Canada) in the sale Shale plays from East did not already own (2011–2012) “Sullivan & Cromwell is a of Express Pipeline System Resources, Inc. (U.S.) and an to Spectra Energy as part of „„ Sempra Energy (U.S.) in unnamed private company for a $1.49 billion transaction its agreement with Noble dominant force in the energy $1.75 billion (2014) (2013) Americas Gas & Power Corp. „„ Canada Pension Plan (U.S.) to sell the Sempra „„ Deutsche Bank AG world at large.” Investment Board (Canada) Energy Solutions LLC unit () and Goldman in a series of transactions of its Royal Bank of Scotland CHAMBERS USA 2011 Sachs & Co. (U.S.) as financial pursuant to which it acquired Group plc (U.K.)–Sempra advisers to CVR Energy, substantial minority stake global commodities joint Inc. (U.S.) in the $2.7 billion in Transportadora de Gas venture for approximately unsolicited tender offer by del Perú S. A. (TgP) (Peru), $582 million (2010) Icahn Enterprises L.P. (U.S.) including its approximately (2012) „„ BGP Inc. (China) in its $200 million acquisition of agreement to acquire a a 10.4% stake from Graña y „„ BHP Billiton (Australia) in controlling interest in an oil and Montero S.A.A. (Peru) and in its $15.1 billion acquisition gas exploration equipment joint its additional acquisition of a of Petrohawk Energy venture with ION Geophysical 23.6% stake from Tecpetrol Corporation (U.S.) (2011) Corp (U.S.) and also to acquire International S.A. (Argentina) Energy and Services Deal of approximately 19.9% of ION’s and 100% of TgP’s operator the Year – Atlas Awards 2012 listed common stock and company for approximately arrange for recapitalization of $607 million (2014) its debt (2010)

16 17 Oil and Gas

MERGERS & ACQUISITIONS continued

„„ BP (U.K.) in the sale of its „„ Canetic Resources Trust „„ upstream assets in the United (Canada) in its $5.5 billion Corp. (U.S.) in its $3.8 States, Canada and Egypt to acquisition by Penn West billion acquisition of Vintage Apache Corporation (U.S.), Energy Trust (Canada) (2008) Petroleum Inc. (U.S.) (2006) worth a total of $7 billion „„ Goldman Sachs Principal „„ Oleoducto de Crudos (2010) Investment Area (U.S.), as Pesados (Ecuador) in „„ China Investment a member of the consortium the acquisition of a 30% Corporation (China) in a $150 which also includes Candover interest by China Petroleum million investment in Triana Partners Limited, in the $3.2 & Chemical Corporation Energy Investments, LLC billion acquisition of (Sinopec) (2006) (U.S.) by subsidiary of China International Group plc (U.K.) „„ Smedvig ASA () in Investment Corporation and (2008) its $2.3 billion acquisition by an affiliate of Morgan Stanley „„ (Argentina/ SeaDrill Ltd. (Norway) (2006) (U.S.) (2010) Luxembourg) in its $1.115 „„ BP in its $1.5 billion „„ Sempra Energy (U.S.) in its billion sale of Hydril (U.S.) to acquisition of Vastar agreement with J.P. Morgan General Electric (U.S.) (2008) Resources, Inc. (2000) Ventures Energy Corporation „„ Total S.A. (France), as parent (U.S.) to sell the global metals „„ BP Amoco (U.K.) in its of Total E&P Canada, in the and oil and European power $27 billion acquisition of acquisition of Synenco Energy, and gas businesses of its global ARCO (U.S.) and subsequent Inc. (Canada) (2008) commodities joint venture $6.5 billion sale of ARCO’s with RBS (2010) „„ Tenaris (Argentina/ Alaskan assets (U.S.) to Luxembourg) in its $2.2 Phillips Petroleum Company „„ Vallourec SA (France) in its billion acquisition of Hydril (U.S.) (2000) $201 million acquisition of (U.S.) (2007) Serimax SAS (France) (2010) „„ BP in its $55 billion merger „„ Statoil ASA (Norway) in U.S. with Amoco (1999) „„ Constellation Energy issues relating to its $29 billion (U.S.) in the sale of its „„ Elf Aquitaine (France) in its acquisition of Norsk Hydro’s international commodities $52.4 billion acquisition by (Norway) oil and gas business business to an affiliate of TotalFina (France) (1999) and its $1.97 billion acquisition Goldman Sachs (U.S.) and in of North American the sale of the downstream Corporation (Canada) (2007) natural gas trading business of Constellation Energy „„ Inpex Corporation (Japan) in Commodities Group to its $3.074 billion acquisition of Macquarie Cook Energy, LLC Teikoku Oil Co., Ltd. (Japan) (Australia) (2009) (2006)

18 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE

&C has advised in the development of oil and gas projects AWARDS AND RECOGNITIONS Sand their limited recourse financings throughout the world. We have established an enviable level of expertise for Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2014 this type of work, which ensures our continued involvement in many of the most challenging projects in the sector. While Oil & Gas Legal Adviser of the Year the majority of our work tends to be for sponsors/borrowers, Infrastructure Journal, 2011 our industry insight also makes us an ideal choice to represent Baku-Tbilisi-Ceyhan (BTC) Pipeline underwriters and lenders. Deal of the Decade Infrastructure Journal, 2011

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM Australia Pacific LNG (APLNG) FOR SPONSOR / BORROWER IN OIL AND GAS Oil & Gas Deal of the Year Sullivan & Cromwell 75.53% 35.11% Project Finance International, 2012 2nd ranking firm 44.71% 4.10%

3rd ranking firm 40.22% 19.93% Dolphin Energy gas pipeline project 4th ranking firm 37.81% 13.44% Oil & Gas Deal of the Year 5th ranking firm 37.60% 10.53% Infrastructure Journal, 2012 Project Finance International, Middle East, 2012 6th ranking firm 35.02% 11.78%

7th ranking firm 33.48% 15.73% PNG LNG 8th ranking firm 33.13% 12.24% Global Deal of the Year 9th ranking firm 30.92% 10.77% Infrastructure Journal, 2011 10th ranking firm 30.19% 11.00%

Source: Dealogic ProjectWare, January 1, 1994 – March 19, 2014

20 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE continued

ASIA

Australia Australia Pacific LNG Project

Moomba to Pipeline CARIBBEAN/LATIN AMERICA North West Shelf LNG Project Brazil New Zealand Cabiúnas Gas Project Maui Gas Field EVM Gas Project Papua New Guinea Malhas Oil Project Kutubu Petroleum Project and Pipeline Chile PNG LNG Project Cape Horn Methanol Gas Pipeline

CENTRAL EURASIA MIDDLE EAST/AFRICA NORTH AMERICA Colombia Azerbaijan/Georgia/Russia Arabian Gulf Canada Oleoducto Central Crude Oil Pipeline (Ocensa) ACG/Azeri “Early Oil” phase of Full Field Development Al-Khaleej Gas Project Alliance Pipeline Ecuador Azerbaijan , Azeri, Chirag and Dolphin Energy Project Northern Border Pipeline Company Heavy Crude Pipeline (OCP) Deep-water Guneshli “Mega-Structure” Egypt United States Mexico Azerbaijan/Georgia/Turkey Confidential Project Natural Gas Pipeline Project Cantarell Nitrogen Reinjection Project Baku-Tbilisi-Ceyhan Pipeline (BTC) Cameron LNG Mozambique Peru Shah Deniz and SCP Pipeline Project Corpus Christi LNG Panda Gas Pipeline Project Camisea Gas Project Kazakhstan Freeport LNG Caspian Pipeline Consortium Nigeria Deer Park Refining L.P. Trinidad and Tobago Nigeria LNG Tengizchevroil (TCO) Project Frontier Pipeline Company Phoenix Park Gas Processors Plant Port Arthur Refinery Project Russia Qatar US Virgin Islands Confidential Petrochemical Project Sweeny, Texas Refinery Caspian Pipeline Consortium HOVENSA (USVI) Project and Refinancing Offtake Matters Saudi Arabia Venezuela Russia/Bulgaria/Southern and Saudi Gas Initiative José Terminal Central Europe Mariscal Sucre LNG South Stream Pipeline Coega Project Petrozuata Extra Heavy Oil Project Pigap II Turkmenistan Yemen Sincor Extra Heavy Oil Project and Subsequent Turkmenistan Upstream Yemen LNG Project Restructuring

22 23 Oil and Gas

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

&C has acted in public and private debt and equity IPOS, SECURITIES OFFERINGS AND BANK LENDING (SELECTED) Argentina France capital markets offerings and bank-lending transactions Astra Compañía Argentina de Elf Aquitaine 1 (debt & equity) BG Group 1 (debt) S 3 1 Petróleo (debt) Total Capital (Guaranteed by BP (debt & equity) for a large number of natural resources companies around Perez Companc 3 (debt) Total S.A.) 1 (debt) LASMO 1 (debt & equity) Transportadora de Gas del Sur 1 Total Capital Canada 1 (debt) (debt & equity) Total S.A. 1 (debt) United States the world, giving us critical insight into the commercial, 3 YPF 1 (equity & IPO) Amerada Hess (equity) American Energy – Marcellus 1 environmental, regulatory and legal issues facing the industry. Australia Eni 1, 3 (debt & equity) (debt) Aurora Oil & Gas Limited 1 (debt) 1 (equity) American Energy – Permian 1 Our experience has been a mix of advising issuers, borrowers, Alinta Energy Holdings 1 (debt) 1 (equity) (debt) Ampol Exploration 1 (equity) Snam Rete Gas 1 (equity & IPO) American Energy – Utica 1 (debt) Australia Pacific LNG1 (debt) Amoco 2 (equity) underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Japan Aurora USA Oil & Gas 1 (debt) 1 BHP Billiton 1 (debt) (equity) Cabot Oil and Gas 3 (debt & 1 initial public offerings, investment grade, project bond, high- Oil Search 1 (equity) Inpex Corporation (equity & IPO) equity) Limited 1 (debt) Cal Dive International 1 (equity) Kazakhstan Santos 1, 3 (debt & equity) Clark Oil & Refining3 (debt) yield bonds, revolving and term loan bank financings and Tengizchevroil 1 (debt) Woodside Petroleum 1 Deer Park Refining3 (debt) structured financings and landmark privatizations around (debt & equity) Kuwait Field Services, LLC 3 Santa Fe International 3 (equity) (debt & IPO) Canada Hovensa 1 (debt) 2 the world. Amoco Canada (debt) Mexico MAPCO 2 (debt) 1 3 Enbridge (debt) Pemex (debt) Merey Sweeny 2 (debt) 1 Gulf Canada (debt & IPO) NiSource 3 (equity) 1 Norway Imperial Oil (debt) 3 1 Noble Affiliates (debt & equity) 1 Ability Group (equity) Interprovincial Pipe Line (equity) 3 1, 3 Parker & Parsley Petroleum 3 Norsk Hydro (debt & equity) Norcen Energy Resources (debt) (equity) STATOIL 1 (debt, equity & IPO) 1 (debt) China Statoil & Retail 1 (equity & R&B Falcon Corporation 3 (equity) CNOOC Limited 3 (equity) IPO) Santa Fe Energy Resources 3 CNPC (Hong Kong) Ltd. 3 (IPO) (equity) China Gas Holding Limited 3 Santa Fe International Corp. 3 (equity) Enagas (equity & IPO) 3 (IPO) ENN Energy 1 (debt) Repsol (debt & equity) Shell Oil 3 (debt) Co. Ltd. (equity) 3 3 Southern Union Company (debt) PetroChina Company (equity & 3, PTT Exploration and Production Inc. 3 (debt) IPO) 4 (debt & equity) Venezuela Colombia Petrozuata 1 (debt) Ecopetrol 3 (debt) Dolphin Energy 2 (debt)

1 Counsel to the issuer, borrower or selling/controlling shareholder 3 Counsel to underwriters/agents or arrangers 2 Designated underwriters’ counsel 4 Sole U.S. Counsel 24 25 &C lawyers engaged in oil and gas transactions have Sthe 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

27 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has been Spublic and private companies considering transactions Sthe firm of choice for many oil and gas and other natural with sponsors. Within the private equity practice, our Natural resources companies seeking non-traditional investments, Resources Group is focused on transactions with sponsors that sales and restructuring arrangements in connection with the primarily invest in the oil and gas, mining and infrastructure global credit crisis. In the wake of the global financial crisis, sectors. Our deep understanding of the sectors has allowed the practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side.

RECENT Recent matters include advising American Energy Partners MATTERS in a variety of transactions, including advising American RECENT HIGHLIGHTS INCLUDE ADVISING Energy – Permian Basin, LLC on the acquisition of 63,000 „„ Kenmare Resources plc on „„ the independent directors of „„ Total and StatoilHydro — net acres of Southern Permian Basin Leasehold and the restructuring of its senior United Company RUSAL as sponsors of the Sincor/ 16,000 BOE per day of net production from Enduring and junior facilities (2014) Limited in connection with PetroCedeño project, on the the restructuring of the restructuring of $1.9 billion Resources for $2.5 billion; American Energy – Utica, LLC „„ RBS and on the RUSAL Group’s $15 billion of senior debt (2008) restructuring of the Palaboro and American Energy – Marcellus, LLC of 75,000 net of indebtedness and other Mining company and its „„ Advising lenders on the acres and 175 MMCFE of net production in the Southern obligations (2009) international banking and restructuring of Ennstone Utica and Southern Marcellus shale plays from East hedging facilities „„ Advising the international Quarries and the Resources and another private company for $1.75 billion, and MENA lenders on the subsequent disposal and „„ BHP Billiton on the restructuring of the oil refinancing by its controlling as well as a variety of capital raisings, including bank restructuring of its CP services company Lamprell lenders financings, convertible debt and high yield transactions for Programme (2009) plc (2103) „„ Advising a consortium of American Energy – Permian Basin, LLC, American Energy „„ International lenders on the „„ Advising the steering major oil companies on the – Woodford, LLC, American Energy – Marcellus, LLC and £1.4 billion restructuring of committee of lenders on restructuring of Bateman the international oil refiner American Energy – Utica, LLC. We have also advised the the restructuring of AEA NV as the key contractor in AG and the Energy and Minerals Group with respect to its iron ore Technology plc the UK the Caspian Oil Fields subsequent insolvencies in nuclear decommissioning joint venture with Arcelor-Mittal in Baffinland and the six countries* (2013) „„ Advising the lending business acquisition by its portfolio company Coronado Coal II LLC syndicate on the of coal assets in Logan County, West from Cliffs restructuring of the quarrying business of Natural Resources Inc. Alfred McAlpine plc 28 29 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of -based commodity States, the United Kingdom and France), the Group prides and derivative products of all types. itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints REPRESENTATIVE MATTERS „„ CFTC, FERC, FTC, Sempra Energy Trading Corp. Occidental Petroleum in its under which our oil and gas and other natural resources Department of its sale of: acquisition of Phibro Energy from Citibank (2009) Justice and exchange „„ the natural gas, power, energy clients operate. and commodity trading platform investigations of of its RBS-Sempra global BP in the settlement of DOJ and CFTC investigations of commodities trading activities of commodities joint venture to Société Générale and Société manipulation, including entering energy companies Générale Energy Corp (2011) into a deferred prosecution CROSS- With respect to transactional matters, colleagues in other practice areas „„ the North American natural gas agreement with the DOJ and a PRACTICE work seamlessly with members of our tax group to advise on tax issues „„ Regulatory and consent order with the CFTC NETWORK and power trading agreements related to all manner of transactions, and, in tax disputes, tax group and related commodity compliance advice lawyers work closely with S&C’s litigation group, so that clients receive inventories, and the global Goldman Sachs and Morgan on government metals and oil, as well as the Stanley in the formation of the benefit of experienced tax lawyers and innovative litigators. regulations and European power and gas, Intercontinental Exchange, an GLOBAL The S&C tax group has advised many of the leading global natural businesses of its RBS-Sempra electronic trading facility for the exchange rules global commodities joint EXPERIENCE resource companies on matters of US, UK and French tax law, in trading of physical commodities applicable to hedging venture to J.P. Morgan Ventures connection with important M&A and capital markets transactions, and over-the-counter derivatives Energy Corporation, the disputes with various tax authorities and domestic and cross-border and trading of energy commodities trading subsidiary on physical commodities, and tax planning. Clients have included oil and gas majors, such as BP plc, products including of J.P. Morgan Chase (2010) subsequently, Intercontinental Exchange, LLC (ICE) in ExxonMobil, Occidental Petroleum and TOTAL, as well as others in „„ the Sempra Energy Solutions cross-border the commodities and energy trading space, including AIG Trading, LLC unit of its RBS-Sempra connection with its strategic and rules, bilateral joint venture to Noble other regulatory matters including Barclays, Goldman Sachs and Sempra Energy. In mining and metals, record keeping Americas Gas & Power Corp., its acquisition of International we have advised Pechiney S.A./Alcan Inc./ Alcan, BHP a wholly owned subsidiary Petroleum Exchange (IPE) and its Billiton, Bucyrus International and Inco. We have advised investors and reporting of Hong Kong-based Noble joint venture with NGX and investment funds in natural resource and infrastructure projects, Group Limited (2010) obligations, swap including transactions involving tax-favored alternative energy and Energy Trading Innovations dealer evaluations Hess Corporation (U.S.) in its investments. LLC (ETI) in its acquisition of and other current agreement with an affiliate of a 47% stake in Louis Dreyfus funds managed by Oaktree Capital issues Highbridge Energy LLC (LDHE) Management L.P. (U.S.) pursuant from a group of sellers, including to which Hess will sell to Oaktree affiliates of Highbridge Capital its interest in Hess Energy Trading Management and J.P. Morgan Company LLC (U.K.) (2014) 30 31 Sanctions and Trade Disputes and Investigations

&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and Stransactional experience who have a background in Sinvestigations arising out of investments in, and litigation. We help our clients conduct risk-based compliance- transactions relating to, the development of natural resources, related due diligence and risk assessment, and provide our both in court and in arbitral settings. clients with solutions to compliance challenges in light of SELECTED In recent years, we have undertaken numerous assignments in both the findings of due diligence. In the acquisition context, we HIGHLIGHTS commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas assist our clients with transition planning and integration of exploitation, transportation and sales. „„ advising the sellers of LNG „„ preparing for arbitration compliance programs and controls. Much of our experience in contentious repricing proceedings (eventually negotiations with buyers in settled) on behalf of the lies in the natural resource industry. Asia, including preparation for sponsors and project company possible arbitration in a dispute with the host country arising out of the „„ preparing for arbitration development of a nickel mine proceedings (eventually SCOPE The scope and enforcement of anti-bribery, anti-corruption and trade in sub-Saharan Africa settled) on behalf of a OF WORK sanctions laws in the United States and Europe has significantly European oil major arising „„ arbitration and court increased in recent years. Transactions involving natural resource out of expropriation of an oil proceedings for the sponsors companies often present significant risk under these laws, in light of concession in Latin America and project company in a the particular characteristics of the sector: its global nature, which dispute with the contractor in presents challenges in implementing uniform business policies and „„ representing the owners of an the construction of a copper procedures; the need to operate in emerging markets, where there may oil pipeline in Latin America and gold mine in Latin be a lack of infrastructure and controls necessary to combat corruption, in disputes with the host America unstable political situations that are targeted by trade sanctions and government over tax claims

other challenges; and, in light of of resources and „„ arbitration proceedings in permitting and other development requirements, there is a high degree Sweden and extensive parallel of likelihood that interaction with government officials will be necessary. negotiations for a Canadian mining company against a We also help our clients to develop, assess and improve their compliance central Asian sovereign arising programs and procedures, including reviewing education, training and out of claimed breaches internal audit programs. Where necessary, we will assist our clients with of a mining concession implementation of remedial actions, including voluntary disclosure to agreement 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.

32 33 Lawyer Contacts

AMERICAS EMEA Werner F. Ahlers Daryl A. Libow Nikolaos G. Andronikos Jamieson J. Logie Partner since 2014 Partner since 1994 208 Partner since 2002 Partner since 2001 Office , D.C. Office Office London Office Phone: +1 212 558 1623 Phone: +1 202 956 7650 Phone: +44 20 7959 8470 Phone: +44 20 7959 8420 Fax: +1 212 291 9201 Fax: +1 202 956 6973 Fax: +44 20 3350 2007 Fax: +44 20 3350 2002 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE *LITIGATION, ANTITRUST *CAPITAL MARKETS, PROJECT FINANCE *PROJECT FINANCE

Robert E. Buckholz Christopher L. Mann Chris Beatty Richard C. Morrissey Partner since 1987 Partner since 1998 Partner-elect Partner since 1992 New York Office New York Office London Office London Office Phone: +1 212 558 3876 Phone: +1 212 558 4625 Phone: +44 20 7959 8505 Phone: +44 20 7959 8520 Fax: +1 212 291 9018 Fax: +1 212 291 9092 Fax: +44 20 3350 2047 Fax: +44 20 3350 2020 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, M&A *LEVERAGE FINANCE, CAPITAL MARKETS *M&A, JOINT VENTURES

Robert G. DeLaMater Inosi M. Nyatta Kathryn A. Campbell Stewart M. Robertson Partner since 1992 Partner since 2011 Partner since 1997 Partner since 1996 New York Office New York Office London Office London Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES

John E. Estes Joseph E. Neuhaus Krystian Czerniecki Vanessa K. Blackmore Partner since 2002 Partner since 1992 Partner since 2004 Partner since 2006 New York Office New York Office Frankfurt Office London Office Phone: +1 212 558 4349 Phone: +1 212 558 4240 Phone: +49 69 4272 5525 Phone: +44 20 7959 8480 Fax: +1 212 291 9049 Fax: +1 212 291 9105 Fax: +49 69 4272 5210 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES *CAPITAL MARKETS *CAPITAL MARKETS

ASIA AND AUSTRALIA Sergio J. Galvis Kenneth M. Raisler Craig Jones Garth W. Bray Partner since 1991 Partner since 1994 Partner since 2005 Partner since 2001 New York Office New York Office London Office Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Phone: +44 20 7959 8488 Phone: +86 10 5923 5900 Fax: +1 212 291 9062 Fax: +1 212 291 9118 Fax: +44 20 3350 2088 Fax: +86 10 5923 5950 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *PROJECT FINANCE *M&A, CAPITAL MARKETS

David J. Gilberg George J. Sampas Tim Emmerson Chun Wei Partner since 1996 Partner since 2000 Partner since 2007 Partner since 1997 New York Office New York Office London Office Hong Kong Office Phone: +1 212 558 4680 Phone: +1 212 558 4945 Phone: +44 20 7959 8595 Phone: +852 2826 8666 Fax: +1 212 291 9063 Fax: +1 212 291 9131 Fax: +44 20 3350 2095 Fax: +852 2522 2295 [email protected] [email protected] [email protected] [email protected] *COMMODITIES, FUTURES AND DERIVATIVES *M&A, PRIVATE EQUITY *M&A, JOINT VENTURES *M&A, CAPITAL MARKETS

34 35 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 7304 1000 Facsimile: +1 202 293 6330 Facsimile: +33 1 7304 1010 1701 New York Avenue, N.W. 24, rue Jean Goujon Washington, DC 20006-5215 75008 Paris U.S.A. France

Los Angeles Frankfurt Telephone: +1 310 712 6600 Telephone: +49 69 4272 5200 Facsimile: +1 310 712 8800 Facsimile: +49 69 4272 5210 1888 Century Park East Neue Mainzer Strasse 52 Los Angeles, CA 90067-1725 60311 Frankfurt am Main U.S.A. Germany

Palo Alto Brussels Conference Facility Telephone: +1 650 461 5600 Telephone: +32 2 789 5055 Facsimile: +1 650 461 5700 7 Rue Joseph II, 1st Floor 1870 Embarcadero Road 1000 Brussels Palo Alto, CA 94303-3308 U.S.A. Melbourne Beijing Telephone: +61 3 9635 1500 Telephone: +86 10 5923 5900 Facsimile: +61 3 9654 2422 Facsimile: +86 10 5923 5950 101 Collins Street Suite 501 Melbourne, Victoria 3000 China World Trade Center Tower 1 Australia No. 1, Jianguo Menwai Avenue Beijing 100004 Sydney P.R. China Telephone: +61 2 8227 6700 Facsimile: +61 2 8227 6750 Hong Kong Level 27, The Chifley Tower Telephone: +852 2826 8688 2 Chifley Square Facsimile: +852 2522 2280 Sydney, Wales 2000 28th Floor, Nine Queen’s Road Australia 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

36

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