Premier Natural Resources Practice “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives

Premier Natural Resources Practice “They go to great lengths to understand your industry, business and specific objectives . . . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.”

CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES

“Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.”

CLIENT QUOTED IN CHAMBERS USA 2013

“Sullivan & Cromwell has ‘very thorough knowledge of the industry’.”

Client Quoted In LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas Premier Natural Resources Practice

&C has served the needs of extractive industry clients Our multi-disciplinary approach ensures that clients benefit from our industry experience in each of our Sfor over a century. Lawyers in our Natural Resources practice areas, from advising junior resource companies, private equity and commodities traders to some of the Group have advised on many of the most transformative world’s largest energy and mining companies and their financiers. Our core practice areas and the natural and complex transactions in both the oil and gas and resources industries we serve include: mining and minerals industries. Our experience extends OUR GLOBAL Mergers & Acquisitions and Joint Ventures PRACTICE AREAS across the natural resources sector and is global in scope, Project Development & Finance from Argentina to Zimbabwe. Capital Markets, Leveraged Finance & Lending

Private Equity

Restructuring

Commodities, Futures & Derivatives

Tax

Sanctions and Trade

Disputes and Investigations

OUR INDUSTRIES Oil and Gas

—— Upstream

—— Pipelines

—— LNG

—— Downstream

Mining and Metals

2 3 Oil and Gas

&C has significant and varied experience advising clients S&C’s standing in the industry is reflected in the number of major companies it has represented, both directly and in Sin the oil and gas sector. Our depth of understanding of the consortia, including: oil and gas industry means our lawyers’ advice is always oriented AEC (Alberta Energy) INPEX towards achieving the commercial objectives of our clients. American Energy Nigeria LNG Partners Nippon Oil

We provide tailored solutions informed by market knowledge. BG Group Oleoducto Central Our multi-disciplinary approach ensures that clients benefit BGP Inc. (OCENSA) BHP Billiton Petroleum Oil Search from our industry experience in each of our core practice areas. BP PDVSA

Cheniere Energy PetroChina

Chevron Repsol

CNOOC Royal Dutch Shell

ConocoPhillips SeaDrill

Devon Energy Sempra Energy

Enbridge Sinopec

EnCana Statoil “Oil & Gas Legal Adviser of the Year” Eni Total ENN Energy Transportadora de Gas INFRASTRUCTURE JOURNAL, 2011 del Sur ExxonMobil

Woodside Petroleum Hess

Hunt Oil

4 5 Oil and Gas

UPSTREAM

&C’s deep industry experience includes significant Supstream projects globally. This work, often in challenging emerging markets, extends from the structuring and negotiation of host country and commercial arrangements to the eventual financing.

SELECTED PROJECTS ACG/Azerbaijan Dolphin Energy — Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects “Mega-Structure” (2004) Qatar/UAE (2009, 2012, 2015) S&C represented the sponsor (2004, 2016) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C advised Tengizchevroil LLP development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TotalFinaElf, PDVSA (TCO) in its 2016 $16 billion facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion project financing to fund the please see “Oil and Gas – LNG” and Deepwater Gunashli “mega- refinancing, a project heralded project to develop, produce, $42.5 billion expansion and beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy modification of its upstream Australia Pacific LNG (2012) involves developing the Central its size. The project, the Middle crude oil from the Orinoco River operations at the Tengiz super Azeri portion of the Azeri field, East’s largest cross-border gas belt in Venezuela, in the largest giant oilfield in Kazakhstan. The PNG LNG (2010)

including the construction of a project, produces gas from the project financing at the time to transaction, which closed in July Yemen LNG (2008, ongoing) new production platform, a gas North Field in Qatar, the world’s successfully close in Latin America. 2016, is the largest upstream compression and water-injection largest non-associated gas field, The project, structured as an oil industry project financing platform and subsea oil and and then transports and sells unincorporated joint venture, was to date and the second-largest gas pipelines. The ACG Phase 1 the gas to customers in Dubai, named by IFLR as “Oil and Gas project financing ever. TCO is a Project followed the successful Abu Dhabi and Oman. The Deal of the Year”. Kazakh partnership comprising initial “Early Oil” component of financing included a $1.25 billion affiliates of Chevron, ExxonMobil, the development of the Azeri, project bond, a $1.142 billion KazMunayGas, the Kazakh state Chirag and Deepwater Gunashli commercial bank debt tranche oil company, and Lukoil. S&C has “mega-structure”, which was (involving the participation of advised TCO on numerous other financed in 1998. 22 banks), a $218 million SACE- financing and commercial matters backed export credit tranche and since 2004. Named by PFI as senior co-lending by the project “European Oil & Gas Deal of the sponsors, Mubadala Development Year” in 2016. Company, Total and Occidental. The bank financing was refinanced in the bond market in 2012. In 2015, S&C advised the lenders/underwriters on a new 6 $863 million term loan facility. 7 Oil and Gas

PIPELINES

FACTS AND FIGURES* &C has market-leading cross-border pipeline expertise, 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 $41 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. 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, Africa, Middle East and Latin America, and REPRESENTATIVE PIPELINE PROJECTS JURISDICTIONS independents. Baku-Tbilisi-Ceyhan Pipeline Project Azerbaijan/Georgia/Turkey 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. South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe

South Caucasus 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 Canada/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 December 2016

Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa) Colombia

8 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 Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2016 ever undertaken. Our experience in LNG and gas projects Cheniere Corpus Christi LNG The largest single project financing in the United States extends from drafting and negotiating shareholder Americas Deal of the Year ...... Project Finance International North America LNG Deal of the Year ...... IJ Global arrangements, SPAs, shipping contracts, and construction and Cameron LNG operating arrangements to negotiating and drafting limited One of the largest single project financings in the United States

Project Finance Deal of the Year 2014: Americas...... IFLR U.S. recourse financings. Deal of the Year 2014: Americas...... Trade Finance

Highly commended: “Innovation in Finance Law” 2014. . . . FT Innovative Lawyers North America Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken

Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International

“Earns plaudits for its LNG practice.” Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance

CHAMBERS GLOBAL, 2015 Standout Energy Deal...... FT US Innovative Lawyers

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

Asia Pacific Deal of the Year...... Project Finance International

Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance

Energy Projects: Oil & Gas Team of the Year 2010...... Chambers USA Award for Excellence Yemen LNG The first large-scale project financing in Yemen

Global Deal of the Year 2008...... 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 in 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.

SELECTED GLOBAL LNG PROJECTS

PNG LNG (2010) The project company and consortium in Freeport LNG (2013) the $18 billion fully integrated LNG project A potential bidder for a significant equity involving the exploration, development and stake in Train 2 of the Freeport LNG project production of natural gas in the highlands of in Freeport, Texas. Papua New Guinea, 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 Cheniere Corpus Christi LNG (2015) natural gas into LNG and transport of the LNG Cheniere Energy in the project financing of to customers in Asia. its $11.5 billion LNG liquefaction project in PNG LNG was the largest-ever project financing until 2013. 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 Sempra Energy in connection with the financing project bonds. of its $10.5 billion Cameron LNG export terminal in Hackberry, Louisiana. Nigeria LNG Project Yemen LNG Project (2008, ongoing) Australia Pacific LNG (APLNG) (2012) Commercial development agreements with GDF Suez, Mitsubishi Corporation and Mitsui Issuer’s counsel in Yemen LNG in the $4.8 billion APLNG in the $8.5 billion project finance facility & Co., Ltd. connection with a significant upstream, 320 km pipeline and two- for the development of its groundbreaking proposed financing for LNG. train LNG liquefaction project in Balhaf. $20 billion coal seam gas to liquefied natural DOE approval to export up to 12 Mtpa of gas project on Curtis Island, Queensland. domestically produced LNG from the Cameron Shareholders are direct or indirect LNG terminal to all current and future FTA subsidiaries of Total, Hunt Oil, SK Corp., Advice on commercial contract structuring, countries. Hyundai Corp., Kogas, Yemen Gas Co. pipeline and LNG shipping matters. and Yemen’s pension fund, GASSP. Financed by JBIC, NEXI and commercial banks. APLNG is owned by Conoco Phillips, Origin and $2.8 billion financing including direct China Petrochemical Corp. (Sinopec). loans from JBIC (buyer’s credit) and KEXIM, uncovered commercial bank First unconventional gas to LNG project in loans, bank loans covered by COFACE, the world. NEXI and 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 involve complex structuring and incorporate 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 Citibank, 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 Mexico. 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 fuels 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. Egypt 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 SELECTED OIL AND GAS M&A TRANSACTIONS

Transportadora de Gas del to acquire Morgan Stanley’s a 10.4% stake from Graña y companies and their financial advisers in mergers Sur S.A. (TGS) (Argentina) in Global Oil Merchanting Montero S.A.A. (Peru) and in S Grupo Inversor Petroquímica business. (2015) its additional acquisition of a S.L. (Spain), WST S.A. 23.6% stake from Tecpetrol and acquisitions in the oil and gas sector. We have had the Suncor Energy Inc. (Canada) (Argentina), and PCT LLC’s in its $4.6 billion acquisition of International S.A. (Argentina) (U.S.) mandatory tender Canadian Oil Sands. (2015) and 100% of TgP’s operator privilege of working on landmark transactions that have offer for the acquisition of company for approximately up to a total of 194,651,345 American Energy – Utica, $607 million. (2014) book-entry Class B shares of LLC and American Energy – helped shape the industry, and our expertise in this field will Consortium comprising Italian common stock representing Marcellus, LLC, affiliates of American Energy Partners, operator SNAM (45%), GIC, be invaluable on any oil and gas industry transaction. up to a total of 24.5% of the the Singaporean sovereign capital stock of TGS (2017) LP, in their agreement to acquire 75,000 net acres fund (35%) and EDF (France) CIC Capital (China) as a and 175 mmcfe per day of net (20% through its dedicated member of a consortium led production in the southern assets fund), in the $3.3 billion by Brookfield in its $5.2 billion Utica and southern Marcellus (€2.4 billion) acquisition of acquisition of a 90% stake in Shale plays from East Transport et Infrastructures the natural gas pipeline unit of Resources, Inc. (U.S.) and an Gaz France (France) from Petrobras (Brazil). (2017) unnamed private company for Total S.A. (France). (2013) Enbridge Inc. (Canada) in $1.75 billion. (2014) Borealis Infrastructure its $43 billion acquisition of (Canada) and Ontario “Sullivan & Cromwell is a American Energy – Permian Spectra Energy Corp. (U.S.). Basin, LLC, an affiliate of Teachers’ Pension Plan (2016) American Energy Partners, Board (Canada) in the sale of Express Pipeline System dominant force in the energy Columbia Pipeline Group, LP (U.S.), in its agreement to Inc. (U.S.) in its $13 billion acquire approximately 63,000 to Spectra Energy as part of acquisition by TransCanada net acres of leasehold in the a $1.49 billion transaction. world at large.” Corporation. (2016) southern Permian Basin, Texas (2013) from affiliates of Enduring Deutsche Bank AG (Germany) CHAMBERS USA, 2011 UIL Holdings Corporation (U.S.) in its $4.6 billion Resources, LLC (U.S.) for and Goldman Sachs & Co. acquisition by Iberdrola USA, $2.5 billion. (2014) (U.S.) as financial advisers to CVR Energy, Inc. (U.S.) in the and simultaneous renaming Repsol (Spain) as U.S. counsel to AVANGRID and listing on in its agreement with Talisman $2.7 billion unsolicited tender NYSE. (2015) Energy (Canada) to acquire offer by Icahn Enterprises L.P. 100% of the shares of Talisman (U.S.). (2012) Reservoir Capital (U.S.) in the establishment of a for US$8.3 billion. (2014) BHP Billiton (Australia) in its $15.1 billion acquisition $100 million joint venture to Canada Pension Plan acquire oil and gas mineral Investment Board (Canada) of Petrohawk Energy interests in Oklahoma, Texas in a series of transactions Corporation (U.S.). (2011) and North Dakota. (2015) pursuant to which it acquired Energy and Services Deal of a substantial minority stake the Year – Atlas Awards 2012 Castleton Commodities International LLC (U.S.) in Transportadora de Gas Consortium comprising ENN in its definitive agreement del Perú S. A. (TgP) (Peru), Energy Holdings Limited including its approximately (China) and China Petroleum $200 million acquisition of 16 17

Oil and Gas

MERGERS & ACQUISITIONS continued

& Chemical Corporation Investment Corporation and Tenaris (Argentina/ (Sinopec) (China) in the an affiliate of Morgan Stanley Luxembourg) in its $2.2 pending $2.2 billion voluntary (U.S.). (2010) billion acquisition of Hydril general offer for China Gas (U.S.). (2007) Sempra Energy (U.S.) in its Holdings Limited (Hong agreement with J.P. Morgan Statoil ASA (Norway) in U.S. Kong). S&C also represented Ventures Energy Corporation issues relating to its $29 billion ENN Energy as borrower of a (U.S.) to sell the global metals acquisition of Norsk Hydro’s bridge facility from Citigroup and oil and European power (Norway) oil and gas business (withdrawn). (2012) and gas businesses of its global and its $1.97 billion acquisition Trafigura Beheer B.V. commodities joint venture of North American Oil Sands (Netherlands) in antitrust with RBS. (2010) Corporation (Canada). (2007) and competition law matters Vallourec SA (France) in its Inpex Corporation (Japan) in relating to its $389 million $201 million acquisition of its $3.074 billion acquisition of acquisition of the remaining Serimax SAS (France). (2010) Teikoku Oil Co., Ltd. (Japan) 51.7% interest of Iberian (2006) Minerals Corp. (Canada) that it Constellation Energy did not already own. (2011–2012) (U.S.) in the sale of its Occidental Petroleum international commodities Corp. (U.S.) in its $3.8 Electricité de Strasbourg business to an affiliate of billion acquisition of Vintage (France) in its acquisition Goldman Sachs (U.S.) and in Petroleum Inc. (U.S.). (2006) of Enerest (France) from the sale of the downstream Oleoducto de Crudos Réseau GDS (France) for an natural gas trading business undisclosed amount. (2011) Pesados (Ecuador) in of Constellation Energy the acquisition of a 30% Sempra Energy (U.S.) in Commodities Group to interest by China Petroleum its agreement with Noble Macquarie Cook Energy, LLC & Chemical Corporation Americas Gas & Power Corp. (Australia). (2009) (Sinopec). (2006) (U.S.) to sell the Sempra Canetic Resources Trust Smedvig ASA (Norway) in Energy Solutions LLC unit (Canada) in its $5.5 billion of its Royal Bank of Scotland its $2.3 billion acquisition by acquisition by Penn West SeaDrill Ltd. (Norway). (2006) Group plc (U.K.)–Sempra Energy Trust (Canada). (2008) global commodities joint BP Amoco in its $1.5 billion venture for approximately Goldman Sachs Principal acquisition of Vastar $582 million. (2010) Investment Area (U.S.), as Resources, Inc. (2000) a member of the consortium BP (U.K.) in the sale of its which also includes Candover BP Amoco (U.K.) in its upstream assets in the United Partners Limited, in the $3.2 $27 billion acquisition of States, Canada and Egypt to billion acquisition of Expro ARCO (U.S.) and subsequent Apache Corporation (U.S.), International Group plc (U.K.). $6.5 billion sale of ARCO’s worth a total of $7 billion. (2008) Alaskan assets (U.S.) to (2010) Phillips Petroleum Company Tenaris (Argentina/ (U.S.). (2000) China Investment Luxembourg) in its $1.115 Corporation (China) in a $150 billion sale of Hydril (U.S.) to BP in its $55 billion merger million investment in Triana General Electric (U.S.). (2008) with Amoco. (1999) Energy Investments, LLC (U.S.) by a subsidiary of China Total S.A. (France), as parent of Total E&P Canada, in the acquisition of Synenco Energy, 18 Inc. (Canada). (2008) Oil and Gas

PROJECT DEVELOPMENT & FINANCE

&C has advised in the development of oil and gas projects AWARDS AND RECOGNITIONS and their limited recourse financings throughout the S Energy Practice Group of the Year world. We have established an enviable level of expertise for Law360, 2016 this type of work, which ensures our continued involvement Project Finance Group of the Year in many of the most challenging projects in the sector. While Law360, 2015 the majority of our work tends to be for sponsors/borrowers, Cheniere Corpus Christi LNG our industry insight also makes us an ideal choice to represent Americas Deal of the Year Project Finance International, 2015 underwriters and lenders. Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2016

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN OIL AND GAS Oil & Gas Legal Adviser of the Year Infrastructure Journal, 2011 Sullivan & Cromwell 76.36% 39.09%

2nd ranking firm 43.87% 4.91% Baku-Tbilisi-Ceyhan (BTC) Pipeline 3rd ranking firm 40.26% 15.50% Deal of the Decade 4th ranking firm 39.37% 19.69% Infrastructure Journal, 2011

5th ranking firm 36.67% 10.81%

6th ranking firm 35.91% 12.15% Dolphin Energy gas pipeline project

7th ranking firm 34.98% 17.24% Oil & Gas Deal of the Year Infrastructure Journal, 2012 8th ranking firm 32.49% 12.90% Project Finance International, Middle East, 2012 9th ranking firm 31.81% 12.26% 10th ranking firm 21.59% 17.00% PNG LNG

Source: Dealogic ProjectWare, March 2017 Global Deal of the Year Infrastructure Journal, 2011

20 Oil and Gas

PROJECT DEVELOPMENT & FINANCE continued

AUSTRALASIA

Australia Australia Pacific LNG Project

Moomba to Sydney 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 Andes Pipeline MIDDLE EAST/AFRICA

CENTRAL EURASIA NORTH AMERICA Arabian Gulf Colombia Azerbaijan/Georgia/Russia Al-Khaleej Gas Project Canada Oleoducto Central Crude Oil Pipeline (Ocensa) ACG/Azeri “Early Oil” phase of Full Field Development Dolphin Energy Project Alliance Pipeline Ecuador Azerbaijan Caspian Sea, Azeri, Chirag and Northern Border Pipeline Company Heavy Crude Pipeline (OCP) Deepwater Guneshli “Mega-Structure” Egypt Confidential Project United States Mexico Azerbaijan/Georgia/Turkey Alaska Natural Gas Pipeline Project Mozambique Cantarell Nitrogen Reinjection Project Baku-Tbilisi-Ceyhan Pipeline (BTC) Cameron LNG Pande Gas Pipeline Project (early stages) Peru Shah Deniz and SCP Pipeline Project Cheniere Corpus Christi LNG Camisea Gas Project Kazakhstan Nigeria Freeport LNG Nigeria LNG Caspian Pipeline Consortium Deer Park Refining L.P. Trinidad and Tobago Nigerian Petroleum Legislative Reforms Tengizchevroil (TCO) Project Frontier Pipeline Company Phoenix Park Gas Processors Plant Nigeria Oil Forward Sale Transactions Port Arthur Refinery Project Russia U.S. Virgin Islands Sweeny, Texas Refinery Caspian Pipeline Consortium Qatar HOVENSA (USVI) Project and Refinancing Confidential Petrochemical Project Tyumen Offtake Matters Venezuela Russia/Bulgaria/Southern and Saudi Arabia José Terminal Central Europe Saudi Gas Initiative Mariscal Sucre LNG South Stream Pipeline South Africa Petrozuata Extra Heavy Oil Project Pigap II Turkmenistan Coega Project Sincor Extra Heavy Oil Project and Subsequent Turkmenistan Upstream Yemen Restructuring Yemen LNG Project 22 23 Oil and Gas

CAPITAL MARKETS, LEVERAGED FINANCE & LENDING

&C has acted in public and private debt and equity IPOS, SECURITIES OFFERINGS AND BANK LENDING (SELECTED) Argentina France United Kingdom capital markets offerings and bank-lending transactions Astra Compañía Argentina de Elf Aquitaine 1 (debt & equity) BG Group 1 (debt) S Petróleo 3 (debt) Total Capital (Guaranteed by BP 1 (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 3 the world, giving us critical insight into the commercial, YPF 1 (equity & IPO) Amerada Hess (equity) Italy 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) Saipem 1 (equity) American Energy – Permian 1 (debt) Our experience has been a mix of advising issuers, borrowers, Alinta Energy Holdings 1 (debt) Snam Rete Gas 1 (equity & IPO) American Energy – Utica 1 (debt) Ampol Exploration 1 (equity) American Energy – Woodford1 Australia Pacific LNG1 (debt) Japan (debt) 1 underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Idemitsu Kosan (equity) Amoco 2 (equity) 1 BHP Billiton 1 (debt) Inpex Corporation (equity & IPO) Ascent Resources 1 (debt exchange Oil Search 1 (equity) offer) initial public offerings, investment grade, project bond, high- Kazakhstan Origin Energy Limited 1 (debt) Aurora USA Oil & Gas 1 (debt) Tengizchevroil 1 (debt) yield bonds, revolving and term loan bank financings and Santos 1, 3 (debt & equity) Cabot Oil and Gas 3 (debt & equity) Woodside Petroleum 1 Kuwait Cal Dive International 1 (equity) (debt & equity) Santa Fe International 3 (equity) Cheniere Energy 1 (debt) structured financings and landmark privatizations around Clark Oil & Refining3 (debt) Canada Mexico Deer Park Refining3 (debt) 2 3 the world. Amoco Canada (debt) Pemex (debt) Duke Energy Field Services, LLC 3 1 Enbridge (debt) (debt & IPO) 1 Norway Gulf Canada (debt & IPO) 1 1 Hovensa (debt) 1 Ability Group (equity) Imperial Oil (debt) 2 1, 3 MAPCO (debt) 1 Norsk Hydro (debt & equity) Interprovincial Pipe Line (equity) 2 1 Merey Sweeny (debt) 3 STATOIL (debt, equity & IPO) Norcen Energy Resources (debt) NiSource 3 (equity) Statoil Fuel & Retail 1 (equity & Noble Affiliates3 (debt & equity) China IPO) Parker & Parsley Petroleum 3 CNOOC Limited 3 (equity) (equity) CNPC (Hong Kong) Ltd. 3 (IPO) Spain “Private Equity Deal of the Year” 3 Quaker State 1 (debt) China Gas Holding Limited Enagas (equity & IPO) 3 R&B Falcon Corporation 3 (equity) LATINFINANCE, 2016 (equity) Repsol (debt & equity) Santa Fe Energy Resources 3 ENN Energy 1 (debt) Thailand (equity) Kunlun Energy Co. Ltd. (equity) 3, PTT Exploration and Production 3 3 Santa Fe International Corp. (IPO) PetroChina Company (equity & 4 (debt & equity) Shell Oil 3 (debt) IPO) Southern Union Company 3 (debt) United Arab Emirates Colombia Transocean Inc. 3 (debt) Dolphin Energy 2 (debt) Ecopetrol 3 (debt) Venezuela Petrozuata 1 (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 Oil and Gas

STATE-OWNED OIL COMPANIES

ur work in the oil and gas industry includes extensive Oexperience with state-owned or national oil companies, including work for consortia that include state-owned oil companies.

Abu Dhabi National Oil Company (ADNOC) KazMunayGas Petróleos de Venezuela S.A. (PDVSA) Turkish Petroleum Corporation (TPAO) Counsel to Emirates Aluminium (50% owned by Counsel to the consortium, which includes the Counsel to the consortium, which includes Counsel to the consortium, comprised of Mubadala) in negotiations of direct agreement with Turkish state-owned oil company Türkiye Petrolleri KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, in the ADNOC Anonim Ortaklığı, or TPAO, in the financing of the the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project South Caucusus Pipeline, the BTC Pipeline, the ACG/ Project (Kazakhstan/Russia) in Venezuela China National Offshore Oil Company (CNOOC) Azerbaijan “Mega-Structure” Full Field and the Shah Counsel to the consortium, which includes Counsel to the the project company in the Counsel to Goldman Sachs as financial adviser to Deniz gas field CNOOC (China) in the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Petrozuata Extra Heavy Oil Export Project Qatar Petroleum (QP) certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in sponsored by PDVSA Petróleo y Gas S.A. Kazakhstan and a Conoco Inc. affiliate Counsel to ExxonMobil as co-sponsor/developer Counsel to the underwriters in equity offerings of the Al-Khaleej (AKG-1) gas pipeline designed by CNOOC Limited National Gas Company of Trinidad and Tobago Petróleos Mexicanos (PEMEX) to transport significant quantities of gas from Counsel to the project company in financing for the Counsel to the underwriters on multiple Qatar’s North Field to Kuwait China Petroleum and Chemical Corporation Phoenix Park natural gas processing project. The (Sinopec) debt offerings by Petróleos Mexicanos consortium included the state-owned gas company of Counsel to the lenders and underwriters to Counsel to the consortium for $1.0 billion Counsel to the project company in $8.5 billion Trinidad and Tobago. Dolphin Energy in discussions with Qatar financing for the APLNG project, owned by financing of Deer Park Refinery in the Petroleum 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. Yemen Gas Company Counsel to the consortium comprising ENN project, partners of which included state-owned Counsel to Yemen LNG in the $4.8 billion limited Counsel to both the initial purchasers of Energy Holdings Limited and Sinopec in the Oman Oil Company S.A.O.C. and the Abu Dhabi recourse project financing of its upstream, pipeline senior notes and the lenders in a senior $2.2 billion voluntary general offer for China Gas Water and Electricity Authority (ADWEA) and two train LNG liquefaction project, shareholders secured credit facility in connection with Holdings Limited (withdrawn) (Hong Kong) of which are direct or indirect subsidiaries of Total, KKR’s acquisition and leaseback of certain Petróleo Brasileiro S.A. (Petrobras) Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen Counsel to Oleoducto de Crudos Pesados in the PEMEX assets (LatinFinance 2016 Private Counsel to the lenders in $850 million financing Gas Co. and Yemen’s pension fund, GASSP acquisition of a 30% interest by Sinopec Equity Deal of the Year and IJGlobal 2016 for the Cabiúnas Gas Project in Brazil Latin America M&A Deal of the Year) Ecopetrol Counsel to the lenders in $1.6 billion financing for Counsel to Ecopetrol with respect to its Annual the EVM Oilfields Project in Brazil State Oil Company of Azerbaijan Republic Report on Form 20-F (SOCAR) PetroChina (listed arm of China National Counsel to the consortium, which includes the Counsel to the consortium, which includes Petroleum Corporation) Azerbaijani state-owned oil company SOCAR, in the Ecopetrol, in the $2.4 billion OCENSA Pipeline Counsel to the underwriters to PetroChina in its financing of South Caucusus Pipeline and the BTC Project SEC-registered $3,900 million IPO and Reg S equity Pipeline Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol

26 27 Mining and Metals

MERGERS & ACQUISITIONS

perennial leader in global M&A, S&C consistently A ranks among the top law firms for M&A in the mining MINING AND METALS M&A RANKINGS: U.S. LAW FIRMS, 2006–2016 and metals sector. The Firm has advised on many of the Ranked by value ($ billions) most industry-altering transactions, for both large mining Sullivan & Cromwell — $234.7 conglomerates and smaller-cap companies. We are regularly 2nd ranking — $183.5

3rd ranking — $162.4 called upon by many of the premier names in the sector to 4th ranking — $140.5

5th ranking — $136.7 handle their most challenging and complex ventures. We have 6th ranking — $134.4 particular expertise in competition law and its application to the industry.

“Recognized for the strength of MINING AND METALS M&A RANKINGS: GLOBAL FIRMS, 2006–2016 Ranked by value ($ billions) its mining group, which acts

domestically and internationally in 1st ranking — $246.3 Sullivan & Cromwell — $234.7 relation to M&A and the acquisition 3rd ranking — $214.1 4th ranking — $209.1 and disposition of interests in mines 5th ranking — $191.5 6th ranking — $183.5 and mining companies.”

CHAMBERS USA 2014 Source: Thomson Reuters, March 31, 2016 Data include representations of principals and financial advisers

28 29 Mining and Metals

MERGERS & ACQUISITIONS continued

SELECTED MINING AND METALS M&A

Coronado IV LLC (U.S.) Nippon Steel & Sumitomo China Vanadium Titano- Nippon Steel Corporation Kinross Gold Corporation Mitsui & Co. (USA), Inc. (U.S.) in in its pending $420 million Metal Corporation (Japan) in Magnetite Mining Company (Japan), the largest shareholder (Canada) in relation to the $220 the sale of its interest in TAMCO acquisition of Buchanan Mine in its $1.78 billion acquisition with Limited (Hong Kong) in relation of Usinas Siderurgicas de Minas million sale of its 19% interest Steel (U.S.) to Gerdau Ameristeel southwestern Virginia and certain ArcelorMittal SA (Luxembourg) to its proposal for privatization of Gerais S.A. (Usiminas) (Brazil), in the Diavik diamond mine Corporation (U.S.) in conjunction other metallurgical coal reserves of ThyssenKrupp Steel USA, LLC the company by way of a scheme in the $2.37 billion acquisition (Canada) to Harry Winston with shareholders Ameron (U.S.) from CONSOL Energy Inc. (U.S.) (U.S.) (2013) of arrangement to be made by an investor group comprising Diamond Corporation (Canada) and Tokyo Steel (Japan) (2010) (2016) by the company’s controlling Ternium SA (Argentina), Siderar (2010) Anglo American plc (U.K.) in its shareholder, Keen Talent Holdings (Argentina) and Confab Industrial Mitsui & Co. (USA), Inc. (U.S.) in Sumitomo Metal Mining Co., $5.5 billion acquisition of certain Ltd. (Hong Kong), a wholly owned S.A. (Brazil) of an approximately Kinross Gold Corporation relation to a 50/50 joint venture Ltd. (Japan) in its $1 billion assets of MMX Mineração e unit of Trisonic International Ltd. 28% stake in Usiminas (2012) (Canada) in its $3.1 billion with Nucor Corporation (U.S.) acquisition of an additional 13 Metálicos (Brazil) from Mr. Eike (Hong Kong) (2012) acquisition of Bema Gold intended to serve as a platform to percent interest in the Morenci Batista (2008) China Aluminum International Corporation (Canada) (2007) establish steel-related projects in copper mine operated by CST Mining Group Limited Trading Co., Ltd. (China), North America and globally (2010) Freeport-McMoRan Inc. (U.S.) Anglo American plc (U.K.) in (Hong Kong) in the $505 million through its wholly owned Nippon Steel Trading Co. Ltd. (2016) the sale of its 70% interest in sale of its 70% stake in Marcobre, subsidiary, Chalco Trading Hong (Japan) in its $1.3 billion merger Nippon Steel Corporation the Amapá iron ore operation in the project company which Kong, in its long-term coal with Sumikin Bussan Corp. (Japan) in relation to its purchase Nippon Steel & Sumitomo Brazil to Zamin Ferrous Limited, operates the Mina Justa copper supply and purchase agreement (Japan), to form a new company of a 23.3% interest in Minas de Metal Corporation (Japan) in a private international mining mine in Peru, to Cumbres Andinas with Erdenes Tavan Tolgoi JSC (2013) Revuboe, Limitada (Mozambique) connection with its subsidiary group founded by Pramod S.A. (Peru), a subsidiary of Minsur (Mongolia) and Erdenes MGL from Nippon Steel Trading Co. Inco (Canada) in connection with Osaka Steel Co., Ltd.’s (Japan) Agarwal (2013) S.A. (Peru) (2012) LLC (Mongolia) (2011) Ltd. (Japan) for an undisclosed pending acquisition of Tokyo the $17.8 billion unsolicited bid by amount (2010) Kohtetsu Co., Ltd. (Japan) (2015) The Energy & Mineral Group Alcan Inc. (Canada) in its $43 Sumitomo Metal Mining Co., Vale (Brazil) (2006) – the largest (U.S.) in the joint venture between billion acquisition by Rio Tinto plc Ltd. (Japan) and Sumitomo Latin American M&A deal of Nippon Steel Corporation G-Resources Group Limited its affiliate, Nunavut Iron Ore, (U.K.) (2007) Corporation (Japan) in its 2006. The transaction made Vale, (Japan) in its $350 million joint (Hong Kong) in its sale and and ArcelorMittal through an acquisition of a 45% stake in the already the global leader in iron venture in Mexico with Ternium purchase agreement with a increase in interest in Baffinland Nippon Steel Corporation Sierra Gorda project in Chile ore production, the second-largest S.A. (Mexico) for the manufacture consortium led by EMR Capital Iron Mines Corporation, making (Japan) in its $22.5 billion merger from Quadra FNX Mining Ltd. mining company in the world. and sale of hot-dip galvanized and (Australia) and Farallon Capital a capital contribution and an with Sumitomo Metal Industries (Canada) (2011) galvannealed steel sheets primarily (U.S.) pursuant to which increase in its share of the Ltd. (Japan) (2012) Xstrata Copper in its acquisition to serve the Mexican automobile G-Resources has agreed to dispose equity funding commitments for Bucyrus International, Inc. of the Las Bambas copper manufacturing market (2010) of its interest in the Martabe Baffinland’s Mary River Project Antofagasta plc (U.K.) in the (U.S.) in its $1.3 billion acquisition concession in Peru from the gold and silver mine in Indonesia (2012) $350 million acquisition by of the mining equipment business Peruvian government Antofagasta plc (U.K.) as seller and certain of its subsidiaries for Marubeni Corporation (Japan) of Terex Corporation (U.S.) (2010) in Marubeni Corporation’s Xstrata Copper in its acquisition $775 million. (2015) Bluestone Coal Corporation of a 30% interest in Minera (Japan) $1.3 billion acquisition of (U.S.) in its $436 million Antucoya (Chile), a greenfield Lihir Gold Ltd. (Papua New of Tintaya’s copper mines in Peru 30% interests in each of Minera Sumitomo Metal Mining Co., acquisition by OAO Mechel copper project with an estimated Guinea) in its $8.9 billion from BHP Billiton Esperanza and Minera El Tesoro Ltd. (Japan) and Sumitomo (Russia) (2009) capital cost of $1.6 billion (2012) acquisition by Newcrest Mining (Chile) (2008) Mitsui & Co., Ltd. (Japan) in its Corporation (Japan) in Ltd. (Australia) (2010) $1.1 billion acquisition from Vale connection with Lundin Anglo American plc (U.K.) in the Barrick Gold Corporation China Minmetals Non-Ferrous S.A. (Brazil) of a non-controlling Mining Corporation’s (Canada) $1.28 billion sale of its remaining (Canada) in its $7.7 billion Kinross Gold Corporation Metals Co. Ltd. (China) in its stake in the Bayóvar phosphorus $1.8 billion acquisition of 80% 11.4% interest in AngloGold acquisition of Equinox Minerals (Canada) in its C$7.4 billion 50/50 joint venture with Codelco ore project (Peru) and the entry of the Candelaria project in Chile Ashanti Limited (South Africa) to Limited (Australia) (2011) ($7.2 billion) acquisition of Red (Chile) establishing Copper into a joint venture with Vale and (2014) investment funds associated with Back Mining Inc. (Canada) (2010) Partners Investment Company Paulson & Co. (U.S.) (2009) The Mosaic Company (2010) Ltd. (Bermuda) (2006)

30 31 Mining and Metals

PROJECT DEVELOPMENT & FINANCE

&C has a unique position among international legal 6 OF THE 10 LARGEST-EVER MINING PROJECTS INVOLVED S&C DEALOGIC advisers in the mining and metals sector. We are the PROJECT NAME COUNTRY REPORTED SIZE YEAR S (US$ BILLIONS) leading law firm advising sponsors and borrowers worldwide. Roy Hill Iron Ore Project Australia $10.5 2014 Fortescue Iron Ore Project Australia $5.0 2012 As the following tables demonstrate, no other law firm comes Oyu Tolgoi Copper and Gold Project Mongolia $4.4 2015 Koniambo Nickel Project New Caledonia $3.8 2008 close to matching our presence and depth. Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Bauxite Mine and Alumina Refinery Saudi Arabia $3.6 2011 Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Zinc Mine Peru $2.3 1999 % OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK Minera Esperanza Copper-Gold Mine Chile $2.2 2009 FIRM FOR SPONSOR / BORROWER IN OIL AND GAS Antucoya Copper Mine Project Chile $1.9 2013 Sullivan & Cromwell 76.36% 39.09% Source: Dealogic ProjectWare – *Project value now stands at US$7 billion 2nd ranking firm 43.87% 4.91%

3rd ranking firm 40.26% 15.50%

4th ranking firm 39.37% 19.69% WORLDWIDE MINING AND METALS PROJECT FINANCE AND DEVELOPMENT 5th ranking firm 36.67% 10.81% LAWYERS REPRESENTING SPONSORS/BORROWERS 1994—2015 6th ranking firm 35.91% 12.15% Ranked by value ($ billions) and market share*

7th ranking firm 34.98% 17.24% Sullivan & Cromwell $31.6 (25.0%) 8th ranking firm 32.49% 12.90% 2nd ranking — $16.7 (13.3%) 9th ranking firm 31.81% 12.26% 3rd ranking — $14.1 (11.2%) 4th ranking — $13.9 (11.0%) 10th ranking firm 21.59% 17.00% 5th ranking — $11.5 (9.1%)

6th ranking — $10 (7.9%) Source: Dealogic ProjectWare, March 2017 7th ranking — $8.3 (6.6%)

8th ranking — $7.8 (6.2%)

9th ranking — $6.7 (5.3%)

10th ranking — $5.3 (4.2%)

Source: Dealogic ProjectWare *Percentage of top 10 law firms.

32 33 Mining and Metals

PROJECT DEVELOPMENT & FINANCE continued Sources say: “They are the

Australia best lawyers in mining project Argyle Diamond Mines Project Bemax Mineral Sands Project finance in the world” Boyne Aluminum Smelter Project IFLR1000 2013 Fortescue Iron Ore Project Iluka Resources Mineral Sands Financings Inata Gold Mine Restructuring

Moly Mines Molybdenum Project Queensland Alumina Limited Project Windimurra Vanadium Mine Project

Botswana

Tbae Selebi-Phikwe Nickel Project and Restructurings Burkina Faso Inata Gold Mine Restructuring China China Minmetals Joint Venture Mozambique Ecuador Moma Titanium Project and Restructurings Havens Group Steel Project Joint Venture Fruta del Norte Deposit Klemp / Pudong Steel Project New Caledonia Argentina Alumbrera Copper and Gold Project Guyana Alumax / Yunnan Xin Mei Lu Aluminum Foil Joint Goro Nickel Project Venture Cerro Vanguardia Gold and Silver Project First Bauxite Refractory Grade Bauxite Project Oman Veladero Gold Project Democratic Republic of the Congo Sohar Aluminum Smelter Mexico Kolwezi Project Brazil Tenke-Fungurumé Copper Project Papua New Guinea Ferteco Iron Ore Project Boleo Copper, Gold, Zinc and Manganese Lihir Gold Project, Refinancing and Project Guinea Canada Equity Add-on Financing Panama Boké Bauxite Project Renard Diamond Project South Africa Cobre Panama Copper Project (Pending) Yukon Gold Project Indonesia Palabora Copper Project Restructuring Peru Batu Hijau Copper and Gold Project Chile Spain Antamina Copper and Zinc Project PT Inco and Expansion Nickel Project Antucoya Copper Project Atlantic Copper Smelter Project Cerro Colorado Project Cerro Verde I and Sulfide Projects Ireland and Restructuring Collahuasi Copper Project and Refinancing Constancia Copper Project Lisheen Zinc Project Restructuring Tanzania El Abra Project and Refinancing Marcona Mina Justa Copper Project Kyrgyz Republic Bulyanhulu Gold Project El Tesoro Copper Cathode Project Miski Mayo Phosphate Project Kumtor Gold Project and Restructurings Quellaveco Copper Project United Arab Emirates Escondida Copper Project and Expansion Madagascar Emirates Aluminium Smelter Project and Phase II Esperanza Copper, Gold and Silver Project United States La Candelaria Copper Project Ambatovy Nickel and Cobalt Project and Restructuring Expansion Financing Capco/Quarto Coal Supply Project Lomas Bayas Copper Acquisition and Refinancing Titanium Dioxide Project Zambia Colowyo Mine Project Los Pelambres Copper Project and Refinancing Konkola Deep Copper Project (Phase 1) Red Dog Project Mauritania Minera Yolanda Nitrates Project Ridgeway Gold Project Tasiast Gold Project (pending) Zimbabwe Sierra Gorda Copper, Gold and Molybdenum Project Mongolia Gokwe North Coal/Power Project Refimet Copper Smelter Project Venezuela Oyu Tolgoi Copper and Gold Project Hartley Platinum Project Zaldivar Copper Project Loma de Niquel Project

34 35 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE & LENDING

AWARDS AND RECOGNITIONS he Firm’s extensive experience in bank lending and securities offerings (both SEC-registered and non- Oyu Tolgoi Copper and Gold Project T Asia-Pacific Mining Deal of the Year ...... Project Finance International, 2015 registered) by international mining and metals companies in

Fortescue Metals Group initial public offerings, investment grade, project bond, high-

Debt Market Deal of the Year ...... ALB Australasian Law, 2013 yield and structured financings around the world reinforces Corporate Bond Issue of the Year ...... The Australian Financial Review, 2013 our current knowledge of the sector and of the markets in Antucoya Copper Project

Mining Deal of the Year ...... Infrastructure Journal, 2013 which the companies seek finance.

Emirates Aluminum Smelter Project

Middle East Mining and Metals Deal of the Year . . . Project Finance, 2013

Middle East Industrial Deal of the Year ...... Project Finance International, 2013 CREDIT AND LEVERAGED FINANCE

EMEA Industry Deal of the Year ...... Project Finance International, 2007 Atlas Iron Ltd. $325 million Fortescue Metals Group over Minera Escondida Limitada term loan B transaction to finance $7.0 billion of multiple high $600 million and $500 million Boleo Mining Project development expenditures yield notes offerings to refinance loan facilities in connection with outstanding project bonds and financing for the expansion of the Barrick Gold Corporation Latin America Mining Deal of the Year ...... Project Finance Magazine, 2010 fund expansion initiatives; Escondida copper project $6.5 billion bridge loan $5 billion secured term loan and revolving credit facility Minsur S.A. $200 million Minera Esperanza B transaction to refinance commitments towards the commercial bank debt, ECA unsecured term loan to finance its acquisition of Equinox Minerals mining operation Latin America Mining & Metals Deal of the Year . . . Project Finance International, 2009 financing and a royalty note; and Limited for C$7.3 billion initial $2 billion high yield project Newcastle Coal Infrastructure bond financing to build its iron Ambatovy Nickel and Cobalt Project BHP Billiton $7.5 billion credit Group Pty Ltd $325 million ore project facility in connection with its senior secured notes in the EMEA Mining Deal of the Year ...... Project Finance International, 2007 acquisition of Petrohawk Energy HudBay Minerals debut $500 traditional U.S. private placement Corporation for $15.1 billion market and a simultaneous African Mining Deal of the Year ...... Project Finance, 2007 million Rule 144A offering of high and $5.2 billion SEC-registered yield notes with registration rights offering of $133 million of guaranteed senior notes offering substantially identical notes to Fortescue Iron Ore Project to finance its Constancia copper/ zinc project in Peru one of its equity holders Asia-Pacific Mining Deal of the Year ...... Project Finance, 2006 Lihir Gold Ltd. $9.5 billion Sierra Gorda SCM $1 billion acquisition by Newcrest Mining financing for the Sierra Gorda Ltd. and related financing of copper-molybdenum project $820 million gold project

37 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE & LENDING continued

SECURITIES OFFERINGS BY MINING AND METALS COMPANIES

Australia Pioneer International 1 (equity) China/Hong Kong Netherlands United States Reynolds Metals Co 2 (debt) Alcoa of Australia 2 (debt & equity) St. Barbara Ltd. 1 (debt) China Shenhua Energy Company Tyco International Finance NV 2 Allegheny Ludlum Corp 2 (debt) Rio Tinto Finance (USA) Ltd 2 Ashton Mining 1 (equity) QCT Resources 1 (debt) Limited 1 (equity) (debt) Aluminum Co of America 2 (debt) (debt) Alumina Ltd. 1 (equity) Western Mining Corp. Holding 1 China Oriental Group (Co) Ltd. 1 Alumax Inc (AMAX Inc) 1,2 (debt, Ryerson Tull Inc 2 (debt) Apex Minerals NL 2 (equity) (debt) (debt) Norway equity) Santa Fe Pacific Gold Corp 2 2 Arrium Ltd. 1 (equity) WMC Finance (USA) Limited 1 Chong Hing Iron and Steel 1 Norsk Hydro ASA (debt) AmeriSteel Corp (Kyoei Steel) 1 (equity) Bemax Resources Limited 2 (debt) (debt) (equity) (equity) Spartech Corp 2 (equity, debt) Papua New Guinea Bendigo Mining Limited 1 (equity) WMC Limited 1 (debt) Feishang Anthracite Resources Commonwealth Aluminum Corp 1 Sunclipse Inc 1 (debt) Lihir Gold Limited 1 (equity) BHP 1 (equity) Zinifex Limited 1 (equity) Limited 1 (equity) (equity) Union Mines Inc 2 (equity) BHP Billiton (formerly BHP) 1 G-Resources Group Ltd. 1 (equity) Peru Commonwealth Industries Inc 1 Vulcan Materials Co. 1 (debt) Argentina (debt) Sociedad Cerro Verde 1 (debt) (equity) 1 1 Siderca (equity) France BHP Steel (equity) Compass Minerals Intl Inc 2 Venezuela 2 2 1 2 Siderar SAIC (equity) Ugine SA (equity) Boral Limited (equity) Philippines (equity) Venprecar/Sivensa (equity) Ternium 1 (equity) BlueScope Steel (formerly BHP Atlas Consolidated Mining & Cyprus Minerals Co 2 (debt) Ghana 1 Steel) 1 (debt) Development (equity) 1 Canada Ashanti Goldfields Company English China Clays Delaware 1 CRA (debt) 1 2 (debt) Alcan (debt) Limited (debt & equity) Russia 1, 3 2 CSR Ltd. (debt & equity) 1 Essex International Inc (equity) Ashton Mining of Canada (equity) United Company RUSAL Limited 4 FMG Finance Pty Ltd/Fortescue 1 Germany Freeport-McMoRan Copper & Barrick Gold Corp (debt) (equity) Metals Group Ltd. 2 (debt) 2 2 Brascan Limited 2 (debt) Kloeckner & Co Aktiengesellschaft Gold (debt) Iluka Resources Ltd. 1 (equity) 2 Cameco Corporation 1 (equity) (equity) South Africa GS Technologies Operating Co 2 Karoon Gas Australia Ltd (equity) 1 Canadian Reynolds Metals Co 2 AngloGold Ashanti Limited (debt) 1 Indonesia Lihir Gold Limited (equity) (equity) Harris Chemical North America 2 (debt) 2 Midwest Vanadium Pty Ltd 1 (debt) Freeport-McMoRan Indonesia Centerra Gold Inc. 1 (equity) (debt) M.I.M. Holdings 1 (debt & equity) (debt & equity) South Korea 2 Dynatec Corporation 1 (equity) Inland Steel Industries Inc 2 2 Minara Resources Ltd. (equity) 1 Pohang Iron & Steel Co Ltd (equity) Getchell Resources (debt, equity) Ireland 1 2 Moly Mines (debt) 1 (debt) Inspiration Resources Corp Goldcorp (equity) Kenmare Resources plc 1 (equity) Newcrest Mining 1 (debt) HudBay 1 (debt) (debt) Taiwan 1 Newcastle Coal Infrastructure 1 Japan Lukens Inc (debt) Inco Limited (debt & equity) China Steel Corp(Taiwan) 2 1 2 2 Group (debt) 1 Kobe Steel Ltd. (equity) Magma Copper Co (equity, debt) Kinross Gold (debt & equity) (equity) Newmont Gold Company 2 2 Noranda Inc. 2 (debt) MA Hanna Co (debt) Mexico 2 (equity) 2 United Kingdom National Intergroup Inc (debt) Pegasus Gold Inc. (debt) 2 1 Altos Hornos de Mexico (debt) 2 Normandy Mining Limited 2 Anglo American plc 1 (debt) Newmont Mining Corp (debt) Sifto Canada Inc (Namsco Inc) 1 (debt) Grupo Imsa SA de CV (debt, 1 (debt) BHP Billiton plc 1 (debt) Novelis Inc (debt) 1 equity) 2 North Broken Hill Peko (equity) 1 Rio Tinto plc 1 (debt & equity) Owens Corning (debt) Twinpak Inc (debt) 1 North Limited 1 (debt) Tubos de Acero de Mexico SA Precision Castparts Corp 2 (debt) OceanaGold Corp 1 (debt) Chile (equity) Pancontinental Mining 1 (debt) Madeco SA 1 (equity) 1 Pasminco (debt) 1 Counsel to the issuer or selling/controlling shareholder 3 Counsel to guarantor 2 Counsel to underwriters/agents 4 Counsel to non-executive director 38 39 &C lawyers engaged in natural resources transactions Shave the benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

“A dedicated practice offering entirely holistic thinking and excellent commercial understanding.”

CHAMBERS UK 2010

41 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has Spublic and private companies considering transactions Sbeen the firm of choice for many natural resource with sponsors. Within the private equity practice, our Natural companies seeking non-traditional investments, sales and Resources Group is focused on transactions with sponsors that restructuring arrangements in connection with the global primarily invest in the oil and gas, mining and infrastructure credit crisis. In the wake of the global financial crisis, the sectors. Our deep understanding of the sectors has allowed 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 Morgan Stanley and other initial RECENT HIGHLIGHTS INCLUDE ADVISING MATTERS purchasers in a $530.8 million senior secured notes offering and Crédit Agricole and other lenders in a $500 million senior Antofagasta plc/Minera BHP Billiton in the lenders in the restructuring Los Pelambres in its restructuring of its CP of Ennstone Quarries and secured credit facility, each in connection with KKR’s acquisition transfer of its 40 percent Programme the subsequent disposal and and leaseback of certain Pemex oil and gas infrastructure assets stake in the Alto Maipo refinancing by its controlling (LatinFinance 2016 Private Equity Deal of the Year and IJGlobal the independent directors of hydroelectric project to AES United Company RUSAL lenders 2016 Latin America M&A Deal of the Year); American Energy Gener S.A. Limited in connection with a consortium of major Partners in a variety of transactions, including advising American Kenmare Resources its the restructuring of the oil companies in the Energy – Permian Basin, LLC on the acquisition of 63,000 net 2016 ground-breaking equity RUSAL Group’s $15 billion restructuring of Bateman acres of Southern Permian Basin Leasehold and 16,000 BOE per raise, capital restructuring of indebtedness and other NV as the key contractor in day of net production from Enduring Resources for $2.5 billion; and debt restructuring of its obligations the Caspian Oil Fields project finance facilities; and American Energy – Utica, LLC and American Energy – Marcellus, the international and MENA the lending syndicate in LLC of 75,000 net acres and 175 MMCFE of net production in in the 2014 restructuring of lenders in the restructuring the restructuring of the the Southern Utica and Southern Marcellus shale plays from East its senior and junior facilities of the oil services company quarrying business of Resources and another private company for $1.75 billion, as well as RBS and Barclays in the Lamprell plc Alfred McAlpine plc restructuring of the Palaboro a variety of capital raisings, including bank financings, convertible the steering committee of Ad hoc committee of Key Mining company and its debt and high yield transactions for American Energy – Permian lenders in the restructuring Energy’s unsecured notes, international banking and Basin, LLC, American Energy – Woodford, LLC, American Energy of AEA Technology led by Platinum Equity, commodity hedging facilities – Marcellus, LLC and American Energy – Utica, LLC. We have plc the UK nuclear in connection with Key’s also advised the Energy and Minerals Group with respect to its international lenders in the decommissioning business prepackaged Chapter 11 £1.4 billion restructuring of iron ore joint venture with Arcelor-Mittal in Baffinland and the Total and StatoilHydro — the international oil refiner acquisition by its portfolio company Coronado Coal II LLC of as sponsors of the Sincor/ Petroplus AG and the coal assets in Logan County, West Virginia from Cliffs Natural PetroCedeño project, in the subsequent insolvencies in restructuring of $1.9 billion Resources Inc. 42 six countries of senior debt 43 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 natural resource-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 under REPRESENTATIVE MATTERS CFTC, FERC, FTC, Castleton Commodities Hess Corporation (U.S.) in its which our natural resources clients operate. Department of International LLC (U.S.) in its agreement with an affiliate of definitive agreement to acquire funds managed by Oaktree Capital Justice and exchange Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree trading activities of Sempra Energy Trading Corp. its interest in Hess Energy Trading Company LLC (U.K.) (2014) CROSS- With respect to transactional matters, colleagues in other practice areas energy companies its sale of: PRACTICE work seamlessly with members of our tax group to advise on tax issues the natural gas, power, energy Occidental Petroleum in its NETWORK related to all manner of transactions, and, in tax disputes, tax group Regulatory and and commodity trading platform acquisition of Phibro Energy from lawyers work closely with S&C’s litigation group, so that clients receive of its RBS-Sempra global compliance advice Citibank (2009) the benefit of experienced tax lawyers and innovative litigators. commodities joint venture to on government BP in the settlement of DOJ and Société Générale and Société GLOBAL The S&C tax group has advised many of the leading global natural regulations and Générale Energy Corp (2011) CFTC investigations of commodities EXPERIENCE resource companies on matters of US, UK and French tax law, in manipulation, including entering exchange rules the North American natural gas connection with important M&A and capital markets transactions, into a deferred prosecution applicable to hedging and power trading agreements disputes with various tax authorities and domestic and cross-border agreement with the DOJ and a and related commodity tax planning. Clients have included oil and gas majors, such as BP plc, and trading of energy consent order with the CFTC inventories, and the global ExxonMobil, Occidental Petroleum and TOTAL, as well as others in products including metals and oil, as well as the Goldman Sachs and Morgan the commodities and energy trading space, including AIG Trading, European power and gas, cross-border Stanley in the formation of Barclays, Goldman Sachs and Sempra Energy. In mining and metals, businesses of its RBS-Sempra we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP rules, bilateral global commodities joint Intercontinental Exchange, an record keeping venture to J.P. Morgan Ventures electronic trading facility for the Billiton, Bucyrus International and Inco. We have advised investors Energy Corporation, the trading of physical commodities and investment funds in natural resource and infrastructure projects, and reporting commodities trading subsidiary and over-the-counter derivatives including transactions involving tax-favored alternative energy and obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and synthetic fuel investments. subsequently, Intercontinental dealer evaluations the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra connection with its strategic and joint venture to Noble issues Americas Gas & Power Corp., other regulatory matters including a wholly owned subsidiary its acquisition of International of Hong Kong-based Noble Petroleum Exchange (IPE) and its Group Limited (2010) joint venture with NGX 44 45 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. Successfully obtained a arbitration proceedings in compliance programs and controls. Much of our experience dismissal for a mining Sweden and extensive parallel company in a securities negotiations for a Canadian class action alleging that mining company against lies in the natural resource industry. certain directors and a central Asian sovereign officers concealed and then arising out of claimed downplayed the fact that its breaches of a mining SCOPE The scope and enforcement of anti-bribery, anti-corruption and trade primary mining facility in concession agreement OF WORK Nevada was experiencing sanctions laws in the United States and Europe has significantly preparing for arbitration significant operational increased in recent years. Transactions involving natural resource proceedings (eventually difficulties companies often present significant risk under these laws, in light of settled) on behalf of the the particular characteristics of the sector: its global nature, which Secured a dismissal with sponsors and project company presents challenges in implementing uniform business policies and prejudice for a major in a dispute with the host procedures; the need to operate in emerging markets, where there may financial institution in a country arising out of the be a lack of infrastructure and controls necessary to combat corruption, class action alleging that development of a nickel mine unstable political situations that are targeted by trade sanctions and various firms conspired to in sub-Saharan Africa other challenges; and, in light of state ownership of resources and manipulate zinc pricing arbitration and court permitting and other development requirements, there is a high degree through their ownership of proceedings for the sponsors of likelihood that interaction with government officials will be necessary. metal warehouses. and project company in a We also help our clients to develop, assess and improve their compliance representing the owners of an dispute with the contractor in programs and procedures, including reviewing education, training and oil pipeline in Latin America the construction of a copper internal audit programs. Where necessary, we will assist our clients with in disputes with the host and gold mine in Latin implementation of remedial actions, including voluntary disclosure to government over tax claims America

and settlement with applicable regulators. We have a long history of preparing for arbitration advising the sellers of LNG advising on disputes arising out of investments in, and transactions proceedings (eventually in contentious repricing relating to, the development of natural resources, often in conjunction settled) on behalf of a negotiations with buyers in with the members of our disputes and investigations practice, litigation European oil major arising Asia, including preparation for or arbitration with adverse parties, including host governments. out of expropriation of an oil possible arbitration concession in Latin America 46 47 Lawyer Contacts

AMERICAS EMEA Werner F. Ahlers Daryl A. Libow Nikolaos G. Andronikos Stewart M. Robertson Partner since 2014 Partner since 1994 Partner since 2002 Partner since 1996 New York Office Washington, D.C. Office London Office London Office Phone: +1 212 558 1623 Phone: +1 202 956 7650 Phone: +44 20 7959 8470 Phone: +44 20 7959 8555 Fax: +1 212 291 9201 Fax: +1 202 956 6973 Fax: +44 20 3350 2007 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE *LITIGATION, ANTITRUST *CAPITAL MARKETS, PROJECT FINANCE, JOINT VENTURES *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES

Robert E. Buckholz Christopher L. Mann Chris Beatty Vanessa K. Blackmore Partner since 1987 Partner since 1998 Partner since 2015 Partner since 2006 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 8480 Fax: +1 212 291 9018 Fax: +1 212 291 9092 Fax: +44 20 3350 2047 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, M&A *LEVERAGED FINANCE, CAPITAL MARKETS *CAPITAL MARKETS

ASIA AND AUSTRALIA Robert G. DeLaMater Inosi M. Nyatta Kathryn A. Campbell Garth W. Bray Partner since 1992 Partner since 2011 Partner since 1997 Partner since 2001 New York Office New York Office London Office Hong Kong Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8580 Phone: +852 2826 8691 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2080 Fax: +852 2826 1766 [email protected] [email protected] [email protected] [email protected] *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS *CAPITAL MARKETS *M&A, CAPITAL MARKETS

John E. Estes Joseph E. Neuhaus Krystian Czerniecki Jamieson J. Logie Partner since 2002 Partner since 1992 Partner since 2004 Partner since 2001 New York Office New York Office Frankfurt Office Hong Kong Office Phone: +1 212 558 4349 Phone: +1 212 558 4240 Phone: +49 69 4272 5525 Phone: +852 2826 8616 Fax: +1 212 291 9049 Fax: +1 212 291 9105 Fax: +49 69 4272 5210 Fax: +852 2522 2280 [email protected] [email protected] [email protected] [email protected] *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES *CAPITAL MARKETS *PROJECT FINANCE, JOINT VENTURES

Sergio J. Galvis Kenneth M. Raisler Craig Jones Chun Wei Partner since 1991 Partner since 1994 Partner since 2005 Partner since 1997 New York Office New York Office London Office Hong Kong Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Phone: +44 20 7959 8488 Phone: +852 2826 8666 Fax: +1 212 291 9062 Fax: +1 212 291 9118 Fax: +44 20 3350 2088 Fax: +852 2522 2295 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *PROJECT FINANCE, JOINT VENTURES, LEVERAGED FINANCE *M&A, CAPITAL MARKETS

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

48 49 Notes

50 51 S&C Offices Worldwide

WWW.SULLCROM.COM New York London Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 125 Broad Street 1 New Fetter Lane New York, NY 10004-2498 London EC4A 1AN U.S.A. England

Washington, D.C. Paris Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 1700 New York Avenue, N.W. 24, rue Jean-Goujon Suite 700 75008 Paris Washington, D.C. 20006-5215 France U.S.A. Frankfurt Los Angeles Telephone: +49 69 4272 5200 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 1888 Century Park East 60311 Frankfurt am Main Los Angeles, CA 90067-1725 Germany U.S.A. Melbourne Palo Alto Telephone: +61 3 9635 1500 Telephone: +1 650 461 5600 Facsimile: +61 3 9654 2422 Facsimile: +1 650 461 5700 101 Collins Street 1870 Embarcadero Road Melbourne 3000 Victoria Palo Alto, CA 94303-3308 Australia U.S.A. Sydney Beijing Telephone: +61 2 8227 6700 Telephone: +86 10 5923 5900 Facsimile: +61 2 8227 6750 Facsimile: +86 10 5923 5950 The Chifley Tower Suite 501, China World Office 1 2 Chifley Square One Jian Guo Men Wai Avenue Sydney, New South Wales 2000 Beijing 100004 Australia China

Hong Kong Telephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong

Tokyo Telephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

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