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

CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES

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

CLIENT QUOTED IN CHAMBERS USA 2013

“The partners ‘are detail oriented, efficient and they think strategically’. ‘Their legal expertise is absolutely first rate but equally or more valuable is their general industry/business advice and suggestions on how to tackle issues.”

LEGAL 500 LATIN AMERICA 2013 Mining and Metals

&C’s presence in the mining and metals sector is The Firm’s standing in the industry is reflected in the number of major mining and metals companies and other Sunrivaled. We continue to be the firm of choice for active industry participants that it has represented, both directly and in consortia, including: structurally complex, market-opening and precedent-setting deals. Our practice is not confined to working with major „„ Alcan „„ Inco Ltd. „„ Alumina „„ Kenmare Resources mining companies, and we frequently apply our expertise to „„ Anglo American „„ Kinross Gold Corp. benefit junior mining companies in their growth initiatives, „„ AngloGold Ashanti „„ Korea Resources (KORES) „„ Antofagasta as well as strategic and alternative investors and lenders and „„ Lihir Gold Ltd. „„ Arrium

„„ Midwest Vanadium underwriters to the industry. We have particular expertise „„ Atlas Iron Pty. Ltd. in challenging emerging markets. Our multi-disciplinary „„ BHP Billiton „„ Minera Escondida Ltda. „„ Barrick Gold „„ Minsur approach ensures that clients benefit from our industry Corporation

„„ Mitsui experience in each of our core practice areas, which include: „„ Bluescope Steel „„ Moly Mines „„ CST Mining Group

„„ Newcastle Coal „„ China Aluminum Infrastructure Group OUR CORE „„ Mergers & Acquisitions and Joint Ventures International Trading PRACTICE AREAS Co., Ltd „„ Newmont Mining „„ Project Development and Finance „„ China Minmetals „„ Nippon Steel „„ Capital Markets, Leveraged Finance & Lending „„ China Shenhua Energy „„ Rio Tinto „„ Private Equity „„ Discovery Metals „„ Sociedad Cerro Verde „„ Restructuring „„ The Energy and „„ St. Barbara „„ Commodities, Futures & Derivatives Mineral Group „„ Sumitomo Metal Mining „„ Tax „„ Fortescue Metals Group Co., Ltd. „„ Sanctions and Trade „„ HudBay Minerals „„ Sumitomo Corporation „„ Disputes and Investigations „„ Iluka

2 3 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 and metals sector. The Firm has advised on many of the

MINING AND METALS M&A RANKINGS: U.S. LAW FIRMS, 2004–2013 most industry-altering transactions, for both large mining Ranked by value ($ billions) conglomerates and smaller-cap companies. We are regularly Sullivan & Cromwell — $235.9 2nd ranking — $184.0 called upon by many of the premier names in the sector to 3rd ranking — $159.7

4th ranking — $144.8 handle their most challenging and complex ventures. We have 5th ranking — $139.4

6th ranking — $129.0 particular expertise in competition law and its application Source: Thomson Reuters, January 12, 2014 to the industry.

“Recognized for the strength of MINING AND METALS M&A RANKINGS: GLOBAL FIRMS, 2004–2013 its mining group, which acts Ranked by value ($ billions)

1st ranking — $244.1 domestically and internationally in Sullivan & Cromwell — $235.9 3rd ranking — $211.9 relation to M&A and the acquisition 4th ranking — $184.0 5th ranking — $180.4 and disposition of interests in mines 6th ranking — $174.7 Source: Thomson Reuters, January 12, 2014 and mining companies.”

CHAMBERS USA 2014

4 5 Mining and Metals

MERGERS & ACQUISITIONS continued

SELECTED MINING AND METALS M&A

Nippon Steel & Sumitomo China Vanadium Titano- Nippon Steel Corporation Lihir Gold Ltd. (Papua New Mitsui & Co., Ltd. (Japan) in its Anglo American plc (U.K.) in the Metal Corporation (Japan) in Magnetite Mining Company (Japan), the largest shareholder Guinea) in its $8.9 billion $1.1 billion acquisition from Vale $1.28 billion sale of its remaining its $1.78 billion acquisition with Limited (Hong Kong) in relation of Usinas Siderurgicas de Minas acquisition by Newcrest Mining S.A. (Brazil) of a non-controlling 11.4% interest in AngloGold ArcelorMittal SA (Luxembourg) to its proposal for privatization of Gerais S.A. (Usiminas) (Brazil), Ltd. (Australia) (2010) stake in the Bayóvar phosphorus Ashanti Limited (South Africa) to of ThyssenKrupp Steel USA, LLC the company by way of a scheme in the $2.37 billion acquisition ore project (Peru) and the entry investment funds associated with (U.S.) (2013) of arrangement to be made by an investor group comprising Kinross Gold Corporation into a joint venture with Vale and Paulson & Co. (U.S.) (2009) by the company’s controlling Ternium SA (Argentina), Siderar (Canada) in its C$7.4 billion The Mosaic Company (2010) Anglo American plc (U.K.) in shareholder, Keen Talent Holdings (Argentina) and Confab Industrial ($7.2 billion) acquisition of Red Antofagasta plc (U.K.) as seller the sale of its 70% interest in Ltd. (Hong Kong), a wholly owned S.A. (Brazil) of an approximately Back Mining Inc. (Canada) (2010) Mitsui & Co. (USA), Inc. (U.S.) in in Marubeni Corporation’s (Japan) the Amapá iron ore operation in unit of Trisonic International Ltd. 28% stake in Usiminas (2012) the sale of its interest in TAMCO $1.3 billion acquisition of 30% Nippon Steel Trading Co. Ltd. Brazil to Zamin Ferrous Limited, (Hong Kong) (2012) Steel (U.S.) to Gerdau Ameristeel interests in each of Minera a private international mining Barrick Gold Corporation (Japan) in its $1.3 billion merger Corporation (U.S.) in conjunction Esperanza and Minera El Tesoro group founded by Pramod CST Mining Group Limited (Canada) in its $7.7 billion with Sumikin Bussan Corp. with shareholders Ameron (U.S.) (Chile) (2008) Agarwal (2013) (Hong Kong) in the $505 million acquisition of Equinox Minerals (Japan), to form a new company and Tokyo Steel (Japan) (2010) sale of its 70% stake in Marcobre, Limited (Australia) (2011) (2013) Anglo American plc (U.K.) in its The Energy & Mineral Group the project company which Mitsui & Co. (USA), Inc. (U.S.) in $5.5 billion acquisition of certain Dynatec Corporation in the (U.S.) in the joint venture between operates the Mina Justa copper China Aluminum International relation to a 50/50 joint venture assets of MMX Mineração e sale of a 27.5% interest in the its affiliate, Nunavut Iron Ore, mine in Peru, to Cumbres Andinas Trading Co., Ltd. (China), with Nucor Corporation (U.S.) Metálicos (Brazil) from Mr. Eike Ambatovy nickel and cobalt and ArcelorMittal through an S.A. (Peru), a subsidiary of Minsur through its wholly owned intended to serve as a platform Batista (2008) mining project (Madagascar) to increase in interest in Baffinland S.A. (Peru) (2012) subsidiary, Chalco Trading Hong to establish steel-related projects Iron Mines Corporation, making Kong, in its long-term coal both Sumitomo Corporation and in North America and globally China Minmetals Non-Ferrous a capital contribution and an Alcan Inc. (Canada) in its $43 supply and purchase agreement Korea Resources Corporation, (2010) Metals Co. Ltd. (China) in their increase in its share of the billion acquisition by Rio Tinto plc with Erdenes Tavan Tolgoi JSC as well as in SNC-Lavalin Inc.’s 50/50 joint venture establishing equity funding commitments for (U.K.) (2007) (Mongolia) and Erdenes MGL acquisition of a 5% interest Nippon Steel Corporation Copper Partners Investment Baffinland’s Mary River Project LLC (Mongolia) (2011) (2006) (Japan) in relation to its purchase Company Ltd. (Bermuda) (2006) (2012) Nippon Steel Corporation of a 23.3% interest in Minas de (Japan) in its $22.5 billion merger Sumitomo Metal Mining Co., Inco (Canada) in connection with Revuboe, Limitada (Mozambique) Kinross Gold Corporation Xstrata Copper in its acquisition with Sumitomo Metal Industries Ltd. (Japan) and Sumitomo the $17.8 billion unsolicited bid by from Nippon Steel Trading Co. (Canada) in relation to the $220 of Tintaya’s copper mines in Peru Ltd. (Japan) (2012) Corporation (Japan) in its Vale (Brazil) (2006) – the largest Ltd. (Japan) for an undisclosed million sale of its 19% interest from BHP Billiton acquisition of a 45% stake in the Latin American M&A deal of amount (2010) in the Diavik diamond mine Antofagasta plc (U.K.) in the Sierra Gorda project in Chile 2006. The transaction made Vale, (Canada) to Harry Winston Xstrata Copper in its acquisition $350 million acquisition by from Quadra FNX Mining Ltd. already the global leader in iron Nippon Steel Corporation Diamond Corporation (Canada) of the Las Bambas copper Marubeni Corporation (Japan) (Canada) (2011) ore production, the second-largest (Japan) in its $350 million joint (2010) concession in Peru from the of a 30% interest in Minera mining company in the world. venture in Mexico with Ternium Peruvian government Antucoya (Chile), a greenfield Bucyrus International, Inc. S.A. (Mexico) for the manufacture Bluestone Coal Corporation (U.S.) copper project with an estimated (U.S.) in its $1.3 billion acquisition and sale of hot-dip galvanized in its $436 million acquisition by Kinross Gold Corporation capital cost of $1.6 billion (2012) of the mining equipment business and galvannealed steel sheets OAO Mechel (Russia) (2009) (Canada) in its $3.1 billion of Terex Corporation (U.S.) (2010) primarily to serve the Mexican acquisition of Bema Gold automobile manufacturing market Corporation (Canada) (2007) (2010) 6 7 Mining and Metals

PROJECT DEVELOPMENT AND FINANCE

&C has a unique position among international legal 7 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. Fortescue Iron Ore Project Australia $5.0 2012 Koniambo Nickel Project New Caledonia $3.8 2008 As the following tables demonstrate, no other law firm comes Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Bauxite Mine and Alumina Refinery Saudi Arabia $3.6 2011 close to matching our presence and depth. Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Zinc Mine Peru $2.3 1999 Minera Esperanza Copper-Gold Mine Chile $2.2 2009 Antucoya Copper Mine Project Chile $1.9 2013 Batu Hijau Copper and Gold Mine Indonesia $1.9 1997 Sierra Gorda Copper Molybdenum Project Chile $1.8 2012

Source: Dealogic ProjectWare – *Project value now stands at US$7 billion

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN MINING AND METALS

Sullivan & Cromwell 75.53% 39.36% WORLDWIDE MINING AND METALS PROJECT FINANCE AND DEVELOPMENT LAWYERS REPRESENTING SPONSORS/BORROWERS 2nd ranking firm 53.53% 16.03% 1994—2013 3rd ranking firm 51.25% 8.86% Ranked by value ($ billions) and market share*

4th ranking firm 40.25% 15.16% Sullivan & Cromwell $30.28 (37%) 5th ranking firm 37.47% 3.72% 2nd ranking — $9.45 (12%)

6th ranking firm 33.04% 4.76% 3rd ranking — $8.55 (10%)

7th ranking firm 31.03% 5.38% 4th ranking — $7.12 (9%) 5th ranking — $6.50 (8%) 8th ranking firm 30.23% 4.45% 6th ranking — $4.88 (6%)

9th ranking firm 23.72% 16.51% 7th ranking — $4.71 (6%) 10th ranking firm 21.65% 8.24% 8th ranking — $3.80 (5%) 9th ranking — $3.68 (4%)

Source: Dealogic ProjectWare, January 1, 1994 – March 19, 2014 10th ranking — $2.64 (3%)

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

8 9 Mining and Metals

PROJECT DEVELOPMENT AND 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 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 (pending) Hartley Platinum Project Zaldivar Copper Project Loma de Niquel Project

10 11 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

AWARDS AND RECOGNITIONS he Firm’s extensive experience in bank lending and securities offerings (both SEC-registered and non- Fortescue Metals Group T „„ Debt Market Deal of the Year ...... ALB Australasian Law, 2013 registered) by international mining and metals companies in

„„ Corporate Bond Issue of the Year ...... The Australian Financial Review, 2013 initial public offerings, investment grade, project bond, high- Antucoya Copper Project yield and structured financings around the world reinforces „„ Mining Deal of the Year ...... Infrastructure Journal, 2013 our current knowledge of the sector and of the markets in Emirates Aluminum Smelter Project

„„ Middle East Mining and Metals Deal of the Year . . . Project Finance, 2013 which the companies seek finance.

„„ Middle East Industrial Deal of the Year...... Project Finance International, 2013

„„ EMEA Industry Deal of the Year ...... Project Finance International, 2007

Boleo Mining Project CREDIT AND LEVERAGED FINANCE

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

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

13 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND 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 Normandy Mining Limited 1 Altos Hornos de Mexico (debt) 2 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) North Broken Hill Peko 1 equity) 2 (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 14 15 &C lawyers engaged in mining and metals 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

17 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 mining, oil and gas 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 the Energy and Minerals MATTERS Group with respect to its iron ore joint venture with RECENT HIGHLIGHTS INCLUDE ADVISING Arcelor-Mittal in Baffinland and the acquisition by its „„ Kenmare Resources plc on „„ the independent directors of „„ Total and StatoilHydro — portfolio company Coronado Coal II LLC of coal assets in the restructuring of its senior United Company RUSAL as sponsors of the Sincor/ Logan County, West Virginia from Cliffs Natural Resources and junior facilities (2014) Limited in connection with PetroCedeño project, on the the restructuring of the restructuring of $1.9 billion Inc. We have also advised American Energy Partners in „„ RBS and Barclays on the RUSAL Group’s $15 billion of senior debt (2008) restructuring of the Palaboro a variety of transactions, including advising American of indebtedness and other Mining company and its „„ Advising lenders on the Energy – Permian Basin, LLC on the acquisition of 63,000 obligations (2009) international banking and restructuring of Ennstone net acres of Southern Permian Basin Leasehold and commodity hedging facilities „„ Advising the international Quarries and the 16,000 BOE per day of net production from Enduring and MENA lenders on the subsequent disposal and „„ BHP Billiton on the restructuring of the oil refinancing by its controlling Resources for $2.5 billion; American Energy – Utica, LLC restructuring of its CP services company Lamprell lenders and American Energy – Marcellus, LLC of 75,000 net Programme (2009) plc (2103) „„ Advising a consortium of acres and 175 MMCFE of net production in the Southern „„ International lenders on the „„ Advising the steering major oil companies on the Utica and Southern Marcellus shale plays from East £1.4 billion restructuring of committee of lenders on restructuring of Bateman the international oil refiner Resources and another private company for $1.75 billion, the restructuring of AEA NV as the key contractor in Petroplus AG and the as well as a variety of capital raisings, including bank Technology plc the UK the Caspian Oil Fields subsequent insolvencies in nuclear decommissioning financings, convertible debt and high yield transactions for six countries* (2013) „„ Advising the lending business American Energy – Permian Basin, LLC, American Energy syndicate on the – Woodford, LLC, American Energy – Marcellus, LLC and restructuring of the quarrying business of American Energy – Utica, LLC. Alfred McAlpine plc 18 19 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, Sempra Energy Trading Corp. Occidental Petroleum in its which our natural resources clients operate. Department of its sale of: acquisition of Phibro Energy from Citibank (2009) Justice and exchange „„ the natural gas, power, energy 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 CROSS- With respect to transactional matters, colleagues in other practice areas energy companies Générale Energy Corp (2011) into a deferred prosecution PRACTICE work seamlessly with members of our tax group to advise on tax issues NETWORK „„ the North American natural gas agreement with the DOJ and a related to all manner of transactions, and, in tax disputes, tax group „„ Regulatory and and power trading agreements consent order with the CFTC lawyers work closely with S&C’s litigation group, so that clients receive and related commodity compliance advice the benefit of experienced tax lawyers and innovative litigators. inventories, and the global Goldman Sachs and Morgan on government metals and oil, as well as the Stanley in the formation of GLOBAL The S&C tax group has advised many of the leading global natural regulations and European power and gas, Intercontinental Exchange, an EXPERIENCE resource companies on matters of US, UK and French tax law, in businesses of its RBS-Sempra electronic trading facility for the exchange rules global commodities joint connection with important M&A and capital markets transactions, trading of physical commodities applicable to hedging venture to J.P. Morgan Ventures disputes with various tax authorities and domestic and cross-border and over-the-counter derivatives Energy Corporation, the tax planning. Clients have included oil and gas majors, such as BP plc, and trading of energy commodities trading subsidiary on physical commodities, and ExxonMobil, Occidental Petroleum and TOTAL, as well as others in products including of J.P. Morgan Chase (2010) subsequently, Intercontinental the commodities and energy trading space, including AIG Trading, Exchange, LLC (ICE) in cross-border „„ the Sempra Energy Solutions Barclays, Goldman Sachs and Sempra Energy. In mining and metals, LLC unit of its RBS-Sempra connection with its strategic and we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP rules, bilateral joint venture to Noble other regulatory matters including record keeping Americas Gas & Power Corp., its acquisition of International Billiton, Bucyrus International and Inco. We have advised investors a wholly owned subsidiary Petroleum Exchange (IPE) and its and investment funds in natural resource and infrastructure projects, and reporting of Hong Kong-based Noble joint venture with NGX including transactions involving tax-favored alternative energy and obligations, swap Group Limited (2010) synthetic fuel investments. Energy Trading Innovations dealer evaluations Hess Corporation (U.S.) in its 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) 20 21 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. „„ arbitration proceedings in „„ advising the sellers of LNG compliance programs and controls. Much of our experience Sweden and extensive parallel in contentious repricing negotiations for a Canadian negotiations with buyers in lies in the natural resource industry. mining company against a Asia, including preparation for central Asian sovereign arising possible arbitration out of claimed breaches „„ representing the owners of an of a mining concession oil pipeline in Latin America SCOPE The scope and enforcement of anti-bribery, anti-corruption and trade agreement in disputes with the host OF WORK sanctions laws in the United States and Europe has significantly „„ preparing for arbitration government over tax claims increased in recent years. Transactions involving natural resource proceedings (eventually companies often present significant risk under these laws, in light of „„ preparing for arbitration settled) on behalf of the the particular characteristics of the sector: its global nature, which proceedings (eventually sponsors and project company presents challenges in implementing uniform business policies and settled) on behalf of a in a dispute with the host procedures; the need to operate in emerging markets, where there may European oil major arising country arising out of the be a lack of infrastructure and controls necessary to combat corruption, out of expropriation of an oil development of a nickel mine unstable political situations that are targeted by trade sanctions and concession in Latin America in sub-Saharan Africa other challenges; and, in light of state ownership of resources and permitting and other development requirements, there is a high degree „„ arbitration and court of likelihood that interaction with government officials will be necessary. proceedings for the sponsors and project company in a We also help our clients to develop, assess and improve their compliance dispute with the contractor in programs and procedures, including reviewing education, training and the construction of a copper internal audit programs. Where necessary, we will assist our clients with and gold mine in Latin implementation of remedial actions, including voluntary disclosure to America 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.

22 23 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 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 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 Beijing 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

24 25 Notes

26 27 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 Belgium 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, New South 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

28

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