Experience in the Oil and Gas Industry
ASIA-PACIFIC AND GLOBAL EXPERTISE “Their ability to constantly deliver the highest quality product in extremely challenging time-frames and under very strong pressure is remarkable.” IFLR, 2016 Oil and Gas
&C has significant and varied experience advising clients “Oil & Gas Legal Adviser of the Year” Sin the oil and gas sector. Our depth of understanding of INFRASTRUCTURE JOURNAL, 2011 the oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of S&C’s standing in the industry and the Asia-Pacific region our clients active in Asia-Pacific and worldwide. We provide is reflected in the number of major companies it has represented, both directly and in consortia, including: tailored solutions informed by market knowledge. Our multi-
AEC (Alberta Energy) INPEX disciplinary approach ensures that clients benefit from our American Energy Nigeria LNG Partners industry experience in each of our core practice areas. Nippon Oil
BG Group Oleoducto Central
BGP Inc. (OCENSA) OUR OIL AND GAS Upstream INDUSTRIES BHP Billiton Petroleum Oil Search Pipelines BP PDVSA LNG Cheniere Energy PetroChina Downstream Chevron Repsol
CNOOC Royal Dutch Shell
Mergers & Acquisitions and Joint Ventures OUR GLOBAL ConocoPhillips SeaDrill PRACTICE AREAS Project Development & Finance Devon Energy Sempra Energy
Capital Markets, Leveraged Finance & Lending Enbridge Sinopec
Private Equity EnCana Statoil
Restructuring Eni Total
Commodities, Futures & Derivatives ENN Energy Transportadora de Gas
Tax del Sur ExxonMobil
Sanctions and Trade Woodside Petroleum Hess
Disputes and Investigations Hunt Oil
2 3 Asia-Pacific Region
&C has maintained a leading Asia-Pacific practice for SELECTED PROJECT DEVELOPMENT & FINANCE HIGHLIGHTS
nearly a century. Through high-quality legal service, Australia New Zealand S Australia Pacific LNG Project Maui Gas Field Moomba to Sydney Pipeline S&C has established a distinguished legal practice across the Papua New Guinea North West Shelf LNG Project Kutubu Petroleum Project and Pipeline region. Today, more than 50 S&C lawyers work in the Firm’s Azerbaijan/Georgia/Russia PNG LNG Project ACG/Azeri “Early Oil” phase of Full Field Development Russia Azerbaijan Caspian Sea, Azeri, Chirag and Deepwater Asia offices in Beijing, Hong Kong and Tokyo. The Firm also Caspian Pipeline Consortium Guneshli “Mega-Structure” Tyumen Offtake Matters has offices in Melbourne and Sydney. We are proud to have Azerbaijan/Georgia/Turkey Russia/Bulgaria/Southern and Central Europe Baku-Tbilisi-Ceyhan Pipeline (BTC) South Stream Pipeline served clients in the Asia-Pacific region in first-of-their-kind, Shah Deniz and SCP Pipeline Project Kazakhstan Turkmenistan Turkmenistan Upstream innovative transactions, many of which were singled out as Caspian Pipeline Consortium Tengizchevroil (TCO) Project landmark transactions for the region, including significant financings in the oil and gas sector. MARKET-LEADING PRACTICE
2 of 3 $32 billion “They handle complexity extremely Largest-ever oil and gas projects in Asia-Pacific involved S&C S&C is the leading adviser to sponsors in the well, are excellent at communicating, U.S. LAW FIRMS development and financing of oil and gas projects Sullivan & Cromwell – 11% 2nd ranking firm – 2.5% in the region, having advised on more than and are sensitive to different cultures 3rd ranking firm – 2% 4th ranking firm – 2% $32 billion of sector projects in Asia-Pacific. while still giving great advice.” 5th ranking firm – 1.3% In addition, the Firm regularly advises on strategic JV, M&A, restructuring and other matters across CHAMBERS ASIA, 2015 the region’s expanding oil and gas and natural resouces sector, and frequently acts for lenders Percentage represents market share of all international law firms advising sponsors/borrowers. and underwriters on complex projects. Source: Dealogic ProjectWare, November 22, 2016
4 5 Asia-Pacific Region
MERGERS & ACQUISITIONS
&C is a leading adviser on strategic M&A matters in SELECTED HIGHLIGHTS
BGP Inc. (China), a subsidiary also represented ENN Energy Enterprises, Inc. (doing SAsia-Pacific, ranking as a top U.S. law firm for M&A in of the China National as borrower of a bridge facility business as Solar Monkey) Petroleum Corporation in its from Citigroup (withdrawn). (U.S.). (2011) acquisition of a controlling (2012) the region (Thomson). We advise on investment, joint venture Inpex Corporation (Japan) in interest in an oil and gas Consortium comprising Italian its $3.074 billion acquisition of exploration equipment joint and other M&A matters involving the acquisition or sale of operator SNAM (45%), GIC, Teikoku Oil Co., Ltd. (Japan). venture with ION Geophysical the Singaporean sovereign (2006) Corp (U.S.), a NYSE listed fund (35%) and EDF (France) companies engaged in the oil and gas sector in Asia-Pacific. company, and in its acquisition Goldman Sachs as financial (20% through its dedicated of approximately 19.9% of adviser to CNOOC (China) in assets fund), in the $3.3 billion ION’s listed common stock the $2.9 billion acquisition of Our experience includes a number of mandates involving the acquisition of Transport et and the arrangement for certain oil and gas exploration Infrastructures Gaz France recapitalization of its debt. assets from Tullow Oil. (2012) acquisition or disposition of oil and gas infrastructure assets, (TIGF) from Total SA (France). (2010) (2013) Goldman, Sachs & Co., BHP Billiton (Australia) in financial adviser to including pipelines. Constellation Energy its $15.1 billion acquisition SapuraCrest Petroleum Group, Inc. (U.S.) in the of Petrohawk Energy Berhad (Malaysia) in its $4 sale of the downstream Corporation (U.S.). (2011) billion merger with Kencana natural gas trading business Petroleum Berhad (Malaysia). China Investment of Constellation Energy (2012) Corporation (China) in a $150 Commodities Group, Inc. million investment in Triana (U.S.) to Macquarie Cook Oleoducto de Crudos Energy Investments, LLC Energy, LLC (Australia), a Pesados (Ecuador) in (U.S.) by a subsidiary of China subsidiary of Macquarie Bank the acquisition of a 30% Investment Corporation and Limited (Australia). (2009) interest by China Petroleum an affiliate of Morgan Stanley & Chemical Corporation ENN Energy China (U.S.). (2010) (Sinopec). (2006) Investment, a wholly-owned “They understand issues quite CIC Capital (China) as a subsidiary of ENN Energy PetroChina (China) in member of a consortium led Holdings Limited (Cayman its acquisition of a 51.89% by Brookfield in its $5.2 billion Islands), in its RMB4 indirect interest in CNPC quickly and work proactively to acquisition of a 90% stake in billion equity investment (Hong Kong) Limited. (2008) the natural gas pipeline unit of (representing a 1.12% equity Petrobras (Brazil). (2017) interest) in Sinopec Marketing find solutions.” (China). (2014) Consortium comprising ENN CHAMBERS ASIA, 2014 Energy Holdings Limited Hanwha Corporation (Korea) (China) and China Petroleum in its acquisition of common & Chemical Corporation stock representing 49% of (Sinopec) (China) in the $2.2 equity interests of Komodo billion voluntary general offer for China Gas Holdings Limited (Hong Kong). S&C
6 7 Asia-Pacific Region
CAPITAL MARKETS, LEVERAGED FINANCE & LENDING
&C has advised a range of companies active throughout Sthe oil and gas space in important capital raising transactions. We are also adept at structuring project bonds for developments in the oil and gas sector.
SELECTED CLIENTS
Alinta Energy Holdings Idemitsu Kosan
Ampol Exploration Inpex Corporation
APA Group Kunlun Energy Co. Ltd.
Aurora Oil & Gas Limited Oil Search
Australia Pacific LNG Origin Energy Limited
BHP Billiton PetroChina Company*
China Gas Holding Limited PTT Exploration and Production*
CNOOC Limited* Santos*
CNPC (Hong Kong) Ltd.* Tengizchevroil
ENN Energy Woodside Petroleum
*Asterisk indicates S&C represented the underwriter/agent or arranger. Otherise, we advised the issuer.
8 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 10 $863 million term loan facility. 11 Oil and Gas
PIPELINES
&C has market-leading cross-border pipeline expertise, FACTS AND FIGURES* having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $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
12 13 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 14 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.
16 17 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 HOVENSA Refinery Cantarell Cape Horn Methanol Ore Project Deer Park Refining Limited S&C represented both the capital S&C represented HOVENSA S&C represented Citibank, EDC Cape Horn Methanol, formerly S&C advised Mitsui & Co., Ltd. Partnership was formed by Shell markets underwriters’ financing in the creation, initial financing and the other bank lenders in the a joint venture between the in its acquisition from Vale S.A. Oil Company and a subsidiary of and the bank lenders in the and subsequent financing of $1 billion Cantarell nitrogen gas Henley Group and two Chilean of a non-controlling stake in a of Petróleos Mexicanos to $525 million development and HOVENSA LLC, a 50/50 joint BOOT project in Mexico. The shareholders, Compañía phosphorus ore project being own, operate and upgrade construction of a coker and related venture between Amerada Hess project involved the construction Manufacturera de Papeles y developed by Vale in the Bayóvar the fuels refinery portion of a facilities at Phillips Petroleum and Petróleos de Venezuela, S.A. of facilities for the extraction Cartones S.A. (CMPC) and a area of Peru’s Piura Province and fully integrated refinery and Company’s refinery complex in (PDVSA), to acquire, own and and eventual delivery of nitrogen company in the Menendez Group, the entry into a joint venture with petrochemical facility located in Sweeny, Texas. The project was operate the Hess 500,000 bpd gas to Petróleos Mexicanos, the constructed a facility in Chilean Vale and The Mosaic Company. Deer Park, Texas. S&C represented designed to enable Phillips to refinery in the U.S. Virgin Islands. Mexican state-owned petroleum Patagonia to convert natural gas The transaction valued the the underwriters for the initial $1 process lower-cost, heavy sour In 2002, Hovensa LLC issued new company. 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. bonds to pay down borrowings Morgan Stanley subsequently acted as U.S. counsel of Mitsui purchasing 25% of the expansion financing. and to fund an extended debt Morgan Stanley and other initial to Fletcher Challenge limited of project for $275 million. The Phoenix Park Gas Processors service reserves account. purchasers in a $530.8 million New Zealand, which purchased a transaction represents the first Port Arthur Refinery Limited senior secured notes offering and controlling interest in the project time that a Japanese company has S&C represented the S&C acted as counsel to Phoenix Egypt Petrochemical Project Crédit Agricole and other lenders from the Henley Group. acquired an economic interest in underwriters, bank lenders Park Gas Processors Limited (the S&C represented the sponsor in in a $500 million senior secured phosphorus deposits. and insurance providers in the project), owned by the National the structuring of a confidential credit facility, each in connection $860 million refinery upgrade Gas Company of Trinidad and petrochemical project in Egypt. with KKR’s acquisition and Qatar Petrochemical Project project in Port Arthur, Texas. Tobago, Conoco, Inc. and a third leaseback of certain Pemex oil and S&C represented a sponsor in the The upgrade project included the party, on a $110 million senior KPI Project gas infrastructure assets. Named structuring of a petrochemical construction of additional coking debt financing to expand the S&C is representing TCO 2016 Private Equity Deal of the project in Qatar. and hydrocracking capability and Phoenix Park’s cryogenic natural as feedstock supplier to this Year by LatinFinance. a sulphur unit. gas processing plant in Trinidad. proposed petrochemical project in Kazakhstan. 18 19 Oil and Gas
MERGERS & ACQUISITIONS
&C has an extensive record advising acquirers, target “Sullivan & Cromwell is a Scompanies and their financial advisers in mergers and acquisitions in the oil and gas sector. We have had the dominant force in the energy privilege of working on landmark transactions that have world at large.” CHAMBERS USA, 2011 helped shape the industry, and our expertise in this field will be invaluable on any oil and gas industry transaction.
SELECTED OIL AND GAS M&A TRANSACTIONS
BP (U.K.) in its announced Transportadora de Gas del UIL Holdings Corporation American Energy – Utica, Canada Pension Plan Borealis Infrastructure agreement with Bridas Sur S.A. (TGS) (Argentina) in (U.S.) in its $4.6 billion LLC and American Energy – Investment Board (an arm of OMERS), and Corporation (Argentina) to Grupo Inversor Petroquímica acquisition by Iberdrola USA, Marcellus, LLC, affiliates of (CPPIB) (Canada) in Ontario Teachers’ Pension form a new integrated energy S.L. (Spain), WST S.A. and simultaneous renaming American Energy Partners, a series of transactions Plan (Canada) in their $1.49 company, Pan American (Argentina), and PCT LLC’s to AVANGRID and listing on LP, in their agreement to in which it acquired a billion sale of Express Pipeline Energy Group (Argentina), by (U.S.) mandatory tender NYSE. (2015) acquire 75,000 net acres substantial minority stake in System (U.S.) to Spectra combining their interests in offer for the acquisition of and 175 mmcfe per day of net Transportadora de Gas del Energy (U.S.) (2013) Reservoir Capital (U.S.) the oil and gas producer Pan up to a total of 194,651,345 production in the southern Perú S.A. (TgP) (Peru) and in the establishment of a Deutsche Bank AG (Germany) American Energy (Argentina) book-entry Class B shares of Utica and southern Marcellus entered into a joint venture $100 million joint venture to and Goldman Sachs & Co. and the refiner and marketer common stock representing Shale plays from East with respect to TgP’s operating acquire oil and gas mineral (U.S.) as financial advisers to Axion Energy (Argentina) up to a total of 24.5% of the Resources, Inc. (U.S.) and an company, Tecgas Inc. (Tecgas) interests in Oklahoma, Texas CVR Energy, Inc. (U.S.) in the in a cash-free transaction. capital stock of TGS. (2017) unnamed private company for (2013-2017) and North Dakota. (2015) $2.7 billion unsolicited tender The new company, Pan $1.75 billion. (2014) CIC Capital (China) as a Consortium comprising Italian offer by Icahn Enterprises L.P. American Energy Group, will Castleton Commodities member of a consortium led American Energy – Permian operator SNAM (45%), GIC, (U.S.). (2012) be the largest privately owned International LLC (U.S.) by Brookfield in its $5.2 billion Basin, LLC, an affiliate of the Singaporean sovereign integrated energy company in its definitive agreement BHP Billiton (Australia) in acquisition of a 90% stake in American Energy Partners, fund (35%) and EDF (France) operating in Argentina. (2017) to acquire Morgan Stanley’s its $15.1 billion acquisition the natural gas pipeline unit of LP (U.S.), in its agreement to (20% through its dedicated Global Oil Merchanting of Petrohawk Energy Andeavor (U.S.) in the merger Petrobras (Brazil). (2017) acquire approximately 63,000 assets fund), in the $3.3 billion business. (2015) Corporation (U.S.). (2011) of Andeavor Logistics and net acres of leasehold in the (€2.4 billion) acquisition of Enbridge Inc. (Canada) in Energy and Services Deal of Western Refining Logistics Suncor Energy Inc. (Canada) southern Permian Basin, Texas Transport et Infrastructures its $43 billion acquisition of the Year – Atlas Awards 2012 for $1.8 billion and the in its $4.6 billion acquisition of from affiliates of Enduring Gaz France (France) from Spectra Energy Corp. (U.S.). repositioning of Andeavor Canadian Oil Sands. (2015) Resources, LLC (U.S.) for Total S.A. (France). (2013) (2016) Logistics through a $4 billion $2.5 billion. (2014) IDR buy-in. (2017) Columbia Pipeline Group, Repsol (Spain) as U.S. counsel Inc. (U.S.) in its $13 billion in its agreement with Talisman acquisition by TransCanada Energy (Canada) to acquire Corporation. (2016) 100% of the shares of Talisman 20 for US$8.3 billion. (2014) 21 Oil and Gas
MERGERS & ACQUISITIONS continued
Consortium comprising ENN China Investment Total S.A. (France), as parent Energy Holdings Limited Corporation (China) in a $150 of Total E&P Canada, in the (China) and China Petroleum million investment in Triana acquisition of Synenco Energy, & Chemical Corporation Energy Investments, LLC Inc. (Canada). (2008) (Sinopec) (China) in the (U.S.) by a subsidiary of China Tenaris (Argentina/ pending $2.2 billion voluntary Investment Corporation and Luxembourg) in its $2.2 general offer for China Gas an affiliate of Morgan Stanley billion acquisition of Hydril Holdings Limited (Hong (U.S.). (2010) (U.S.). (2007) Kong). S&C also represented Sempra Energy (U.S.) in its ENN Energy as borrower of a Statoil ASA (Norway) in U.S. agreement with J.P. Morgan bridge facility from Citigroup issues relating to its $29 billion Ventures Energy Corporation (withdrawn). (2012) acquisition of Norsk Hydro’s (U.S.) to sell the global metals (Norway) oil and gas business Trafigura Beheer B.V. and oil and European power and its $1.97 billion acquisition (Netherlands) in antitrust and gas businesses of its global of North American Oil Sands and competition law matters commodities joint venture Corporation (Canada). (2007) relating to its $389 million with RBS. (2010) acquisition of the remaining Inpex Corporation (Japan) in Vallourec SA (France) in its 51.7% interest of Iberian its $3.074 billion acquisition of $201 million acquisition of Minerals Corp. (Canada) that it Teikoku Oil Co., Ltd. (Japan) Serimax SAS (France). (2010) did not already own. (2011–2012) (2006) Constellation Energy Electricité de Strasbourg Occidental Petroleum (U.S.) in the sale of its (France) in its acquisition Corp. (U.S.) in its $3.8 international commodities of Enerest (France) from billion acquisition of Vintage business to an affiliate of Réseau GDS (France) for an Petroleum Inc. (U.S.). (2006) Goldman Sachs (U.S.) and in undisclosed amount. (2011) the sale of the downstream Oleoducto de Crudos Sempra Energy (U.S.) in natural gas trading business Pesados (Ecuador) in its agreement with Noble of Constellation Energy the acquisition of a 30% Americas Gas & Power Corp. Commodities Group to interest by China Petroleum (U.S.) to sell the Sempra Macquarie Cook Energy, LLC & Chemical Corporation Energy Solutions LLC unit (Australia). (2009) (Sinopec). (2006) of its Royal Bank of Scotland Canetic Resources Trust Smedvig ASA (Norway) in Group plc (U.K.)–Sempra (Canada) in its $5.5 billion its $2.3 billion acquisition by global commodities joint acquisition by Penn West SeaDrill Ltd. (Norway). (2006) venture for approximately Energy Trust (Canada). (2008) BP Amoco in its $1.5 billion $582 million. (2010) Goldman Sachs Principal acquisition of Vastar BP (U.K.) in the sale of its Investment Area (U.S.), as Resources, Inc. (2000) upstream assets in the United a member of the consortium BP Amoco (U.K.) in its States, Canada and Egypt to which also includes Candover $27 billion acquisition of Apache Corporation (U.S.), Partners Limited, in the $3.2 ARCO (U.S.) and subsequent worth a total of $7 billion. billion acquisition of Expro $6.5 billion sale of ARCO’s (2010) International Group plc (U.K.). Alaskan assets (U.S.) to (2008) Phillips Petroleum Company Tenaris (Argentina/ (U.S.). (2000) Luxembourg) in its $1.115 BP in its $55 billion merger billion sale of Hydril (U.S.) to with Amoco. (1999) 22 General Electric (U.S.). (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 Oil & Gas Legal Adviser of the Year FOR SPONSOR / BORROWER IN OIL AND GAS 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% Dolphin Energy gas pipeline project 6th ranking firm 35.91% 12.15% Oil & Gas Deal of the Year 7th ranking firm 34.98% 17.24% 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 Global Deal of the Year Source: Dealogic ProjectWare, March 2017 Infrastructure Journal, 2011
24 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 26 27 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 3 Quaker State 1 (debt) China Gas Holding Limited Enagas (equity & IPO) 3 R&B Falcon Corporation 3 (equity) (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 28 29 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 Counsel to the consortium, which includes Counsel to the consortium, comprised of Mubadala) in negotiations of direct agreement with the Turkish state-owned oil company Türkiye KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, in the ADNOC Petrolleri Anonim Ortaklığı, or TPAO, in the the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project financing of the South Caucusus Pipeline, the Project (Kazakhstan/Russia) in Venezuela China National Offshore Oil Company (CNOOC) BTC Pipeline, the ACG/Azerbaijan “Mega- Counsel to the consortium, which includes Counsel to the the project company in the Counsel to Goldman Sachs as financial adviser to Structure” Full Field and the Shah 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 Pemex subsidiary. Yemen Gas Company Counsel to Alcan as sponsor in the Sohar smelter Counsel to the consortium comprising ENN Counsel to Yemen LNG in the $4.8 billion limited project, partners of which included state-owned Counsel to both the initial purchasers of Energy Holdings Limited and Sinopec in the recourse project financing of its upstream, pipeline Oman Oil Company S.A.O.C. and the Abu Dhabi senior notes and the lenders in a senior $2.2 billion voluntary general offer for China Gas and two train LNG liquefaction project, shareholders Water and Electricity Authority (ADWEA) 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 Gas Co. and Yemen’s pension fund, GASSP acquisition of a 30% interest by Sinopec Counsel to the lenders in $850 million financing 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 State Oil Company of Azerbaijan Republic the EVM Oilfields Project in Brazil Report on Form 20-F (SOCAR) Counsel to the consortium, which includes the Counsel to the consortium, which includes PetroChina (listed arm of China National Azerbaijani state-owned oil company SOCAR, Ecopetrol, in the $2.4 billion OCENSA Pipeline Petroleum Corporation) in the financing of South Caucusus Pipeline and Project Counsel to the underwriters to PetroChina in its the BTC Pipeline SEC-registered $3,900 million IPO and Reg S equity Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol
30 31 &C lawyers engaged in oil and gas transactions have Sthe benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.
“A dedicated practice offering entirely holistic thinking and excellent commercial understanding.”
CHAMBERS UK, 2010
33 Private Equity Restructuring
&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has been Spublic and private companies considering transactions Sthe firm of choice for many oil and gas and other natural with sponsors. Within the private equity practice, our Natural resources companies seeking non-traditional investments, Resources Group is focused on transactions with sponsors that sales and restructuring arrangements in connection with the primarily invest in the oil and gas, mining and infrastructure global credit crisis. In the wake of the global financial crisis, sectors. Our deep understanding of the sectors has allowed the practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side. RECENT Recent matters include advising Morgan Stanley and other initial MATTERS purchasers in a $530.8 million senior secured notes offering and Crédit RECENT HIGHLIGHTS INCLUDE ADVISING
Agricole and other lenders in a $500 million senior secured credit facility, Kenmare Resources its the independent directors of lenders in the restructuring each in connection with KKR’s acquisition and leaseback of certain Pemex 2016 ground-breaking equity United Company RUSAL of Ennstone Quarries and oil and gas infrastructure assets (LatinFinance Private Equity Deal of the raise, capital restructuring Limited in connection with the subsequent disposal and and debt restructuring of its the restructuring of the refinancing by its controlling Year); American Energy Partners in a variety of transactions, including project finance facilities; and RUSAL Group’s $15 billion lenders advising American Energy – Permian Basin, LLC on the acquisition of in the 2014 restructuring of of indebtedness and other a consortium of major 63,000 net acres of Southern Permian Basin Leasehold and 16,000 BOE its senior and junior facilities obligations oil companies in the per day of net production from Enduring Resources for $2.5 billion; RBS and Barclays in the the international and MENA restructuring of Bateman American Energy – Utica, LLC and American Energy – Marcellus, LLC of restructuring of the Palaboro lenders in the restructuring NV as the key contractor in 75,000 net acres and 175 MMCFE of net production in the Southern Utica Mining company and its of the oil services company the Caspian Oil Fields international banking and Lamprell plc the lending syndicate in and Southern Marcellus shale plays from East Resources and another commodity hedging facilities the steering committee of the restructuring of the private company for $1.75 billion, as well as a variety of capital raisings, BHP Billiton in the lenders in the restructuring quarrying business of including bank financings, convertible debt and high yield transactions for restructuring of its CP of AEA Technology Alfred McAlpine plc American Energy – Permian Basin, LLC, American Energy – Woodford, Programme plc the UK nuclear Ad hoc committee of Key decommissioning business LLC, American Energy – Marcellus, LLC and American Energy – Utica, international lenders in the Energy’s unsecured notes, LLC. We have also advised the Energy and Minerals Group with respect £1.4 billion restructuring of Total and StatoilHydro — led by Platinum Equity, to its iron ore joint venture with Arcelor-Mittal in Baffinland and the the international oil refiner as sponsors of the Sincor/ in connection with Key’s Petroplus AG and the PetroCedeño project, in the prepackaged Chapter 11 acquisition by its portfolio company Coronado Coal II LLC of coal assets subsequent insolvencies in restructuring of $1.9 billion in Logan County, West Virginia from Cliffs Natural Resources Inc. six countries of senior debt 34 35 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 REPRESENTATIVE MATTERS
CFTC, FERC, FTC, Castleton Commodities Hess Corporation (U.S.) in its under which our oil and gas and other natural resources Department of International LLC (U.S.) in its agreement with an affiliate of Justice and exchange definitive agreement to acquire funds managed by Oaktree Capital clients operate. 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 its interest in Hess Energy Trading Sempra Energy Trading Corp. energy companies Company LLC (U.K.) (2014) its sale of: CROSS- With respect to transactional matters, colleagues in other practice areas Occidental Petroleum in its PRACTICE work seamlessly with members of our tax group to advise on tax issues Regulatory and the natural gas, power, energy NETWORK and commodity trading platform acquisition of Phibro Energy from related to all manner of transactions, and, in tax disputes, tax group compliance advice of its RBS-Sempra global Citibank (2009) lawyers work closely with S&C’s litigation group, so that clients receive on government commodities joint venture to the benefit of experienced tax lawyers and innovative litigators. BP in the settlement of DOJ and regulations and Société Générale and Société Générale Energy Corp (2011) CFTC investigations of commodities GLOBAL The S&C tax group has advised many of the leading global natural exchange rules manipulation, including entering EXPERIENCE resource companies on matters of U.S., U.K. and French tax law, in the North American natural gas into a deferred prosecution connection with important M&A and capital markets transactions, applicable to hedging and power trading agreements agreement with the DOJ and a and trading of energy and related commodity disputes with various tax authorities and domestic and cross-border consent order with the CFTC tax planning. Clients have included oil and gas majors, such as BP plc, products including inventories, and the global metals and oil, as well as the ExxonMobil, Occidental Petroleum and TOTAL, as well as others in Goldman Sachs and Morgan cross-border European power and gas, the commodities and energy trading space, including AIG Trading, Stanley in the formation of businesses of its RBS-Sempra rules, bilateral Intercontinental Exchange, an Barclays, Goldman Sachs and Sempra Energy. In mining and metals, global commodities joint we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP record keeping venture to J.P. Morgan Ventures electronic trading facility for the Billiton, Bucyrus International and Inco. We have advised investors and reporting Energy Corporation, the trading of physical commodities and investment funds in natural resource and infrastructure projects, commodities trading subsidiary and over-the-counter derivatives obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and including transactions involving tax-favored alternative energy and dealer evaluations subsequently, Intercontinental synthetic fuel investments. the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra connection with its strategic and issues joint venture to Noble 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 36 37 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 38 39 Lawyer Contacts
AMERICAS EMEA continued Werner F. Ahlers Christopher L. Mann Krystian Czerniecki Stewart M. Robertson Partner since 2014 Partner since 1998 Partner since 2004 Partner since 1996 New York Office New York Office Frankfurt Office London Office Phone: +1 212 558 1623 Phone: +1 212 558 4625 Phone: +49 69 4272 5525 Phone: +44 20 7959 8555 Fax: +1 212 291 9201 Fax: +1 212 291 9092 Fax: +49 69 4272 5210 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE *PROJECT FINANCE, CAPITAL MARKETS, M&A *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES
Robert G. DeLaMater Inosi M. Nyatta Craig Jones Vanessa K. Blackmore Partner since 1992 Partner since 2011 Partner since 2005 Partner since 2006 New York Office New York Office London Office London Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8488 Phone: +44 20 7959 8480 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2088 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS *PROJECT FINANCE, JOINT VENTURES, LEVERAGED FINANCE *CAPITAL MARKETS
John E. Estes Joseph E. Neuhaus ASIA AND AUSTRALIA Partner since 2002 Partner since 1992 Garth W. Bray Jamieson J. Logie New York Office New York Office Partner since 2001 Partner since 2001 Phone: +1 212 558 4349 Phone: +1 212 558 4240 Hong Kong Office Hong Kong Office Fax: +1 212 291 9049 Fax: +1 212 291 9105 Phone: +852 2826 8691 Phone: +852 2826 8616 [email protected] [email protected] Fax: +852 2826 1766 Fax: +852 2522 2280 *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES [email protected] [email protected] *M&A, CAPITAL MARKETS *PROJECT FINANCE, JOINT VENTURES
Sergio J. Galvis Kenneth M. Raisler Partner since 1991 Partner since 1994 Robert Chu Kay Ian Ng New York Office New York Office Partner since 2008 Partner since 2011 Phone: +1 212 558 4740 Phone: +1 212 558 4675 Melbourne Office Hong Kong Office Fax: +1 212 291 9062 Fax: +1 212 291 9118 Phone: +61 3 9635 1506 Phone: +852 2826 8601 [email protected] [email protected] Fax: +61 3 9635 1531 Fax: +852 2826 8602 *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES [email protected] [email protected] *M&A, CAPITAL MARKETS *M&A, CAPITAL MARKETS
Daryl A. Libow George J. Sampas Partner since 1994 Partner since 2000 Michael G. DeSombre Chun Wei Washington, D.C. Office New York Office Partner since 2004 Partner since 1997 Phone: +1 202 956 7650 Phone: +1 212 558 4945 Hong Kong Office Hong Kong Office Fax: +1 202 956 6973 Fax: +1 212 291 9131 Phone: +852 2826 8696 Phone: +852 2826 8666 [email protected] [email protected] Fax: +852 2826 1774 Fax: +852 2522 2295 *LITIGATION, ANTITRUST *M&A, PRIVATE EQUITY [email protected] [email protected] *M&A, PRIVATE EQUITY, JOINT VENTURES *M&A, CAPITAL MARKETS
EMEA Nikolaos G. Andronikos Chris Beatty Waldo D. Jones, Jr. Gwen Wong Partner since 2002 Partner since 2015 Partner since 2017 Partner since 2011 London Office London Office Sydney Office Beijing Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8505 Phone: +61 2 8227 6702 Phone: +86 10 5923 5967 Fax: +44 20 3350 2007 Fax: +44 20 3350 2047 Fax: +61 2 8227 6744 Fax: +86 10 5923 5950 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS, PROJECT FINANCE, JOINT VENTURES *LEVERAGED FINANCE, CAPITAL MARKETS *M&A, CAPITAL MARKETS, PROJECT FINANCE *M&A, CAPITAL MARKETS
40 41 Notes
42 43 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. Brussels Palo Alto Telephone: +32 7870 5000 Telephone: +1 650 461 5600 Facsimile: +32 7870 5005 Facsimile: +1 650 461 5700 Rue Joseph Stevens 7, Suite 1401 1870 Embarcadero Road Brussels, 1000 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, China World Office 1 Melbourne 3000 Victoria One Jian Guo Men Wai Avenue Australia Beijing 100004 China Sydney Telephone: +61 2 8227 6700 Hong Kong Facsimile: +61 2 8227 6750 Telephone: +852 2826 8688 The Chifley Tower Facsimile: +852 2522 2280 2 Chifley Square 28th Floor Sydney, New South Wales 2000 Nine Queen’s Road Central Australia 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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