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

Client quoted in Chambers UK 2014 Natural Resources

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

Client quoted in CHAMBERS USA 2013

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

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

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

„„ Private Equity

„„ Restructuring

„„ Commodities, Futures & Derivatives

„„ Tax

„„ Sanctions and Trade

„„ Disputes and Investigations

Our industries „„ Oil and Gas

—— Upstream

—— Pipelines

—— LNG

—— Downstream

„„ Mining and Metals

2 3 Oil and Gas

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

„„ BG Group Our multi-disciplinary approach ensures that clients benefit „„ Oleoducto Central „„ BHP Billiton Petroleum (OCENSA) from our industry experience in each of our core practice areas. „„ BP „„ Oil Search

„„ Cheniere Energy „„ PDVSA

„„ Chevron „„ Repsol

„„ ConocoPhillips „„ Royal Dutch Shell

„„ Devon Energy „„ SeaDrill Limited

„„ Enbridge „„ Sempra Energy

„„ EnCana „„ Statoil

„„ Eni „„ Total “Oil & Gas Legal Adviser of the Year” „„ ExxonMobil „„ TransCanada „„ Hess „„ Transportadora de Gas Infrastructure Journal, 2011 del Sur „„ Hovensa

„„ Union Texas Petroleum „„ Hunt Oil

„„ Woodside Petroleum „„ Imperial Oil

4 5 Oil and Gas

Upstream

&C’s deep industry experience includes significant Supstream projects. 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, 2015) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C is international finance development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TotalFinaElf, PDVSA counsel to Tengizchevroil LLP, facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion a limited liability partnership please see “Oil and Gas – LNG” and Deep-water Gunashli “mega- refinancing, a project heralded project to develop, produce, involving affiliates of beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy ChevronTexaco, ExxonMobil, the „„ Australia Pacific LNG (2012) involves developing the Central its size. The project, the Middle crude oil from the Orinoco River Government of Kazakhstan and Azeri portion of the Azeri field, East’s largest cross-border gas belt in Venezuela, in the largest others, that raised $4.4 billion in „„ PNG LNG (2010) including the construction of a project, produces gas from the project financing at the time to senior secured debt, comprising „„ Yemen LNG (2008, ongoing) new production platform, a gas North Field in Qatar, the world’s successfully close in Latin America. $1.1 billion in senior secured compression and water-injection largest non-associated gas field, The project, structured as an notes issued under Rule 144A/ platform and subsea oil and and then transports and sells unincorporated joint venture, was Regulation S and $3.3 billion of gas pipelines. The ACG Phase 1 the gas to customers in Dubai, named by IFLR as “Oil and Gas senior secured debt provided by Project followed the successful Abu Dhabi and Oman. The Deal of the Year”. partner co-lenders. Proceeds of the initial “Early Oil” component of financing included a $1.25 billion offering and loans were used for the development of the Azeri, project bond, a $1.142 billion the expansion of TCO’s upstream Chirag and Deep-water Gunashli commercial bank debt tranche operations at the Tengiz supergiant “mega-structure”, which was (involving the participation of oil field in Kazakhstan. The financed in 1998. 22 banks), a $218 million SACE- financing marked the largest oil backed export credit tranche and and gas project bond ever and the senior co-lending by the project second-largest oil and gas project sponsors, Mubadala Development financing of any type (the largest, Company, Total and Occidental. Sincor, also having had S&C act for The bank financing was the borrower). In 2015, S&C also refinanced in the bond market in advised TCO on a $500 million 2012. In 2015, S&C advised the revolving credit facility. lenders/underwriters on a new 6 $863 million term loan facility. 7 Oil and Gas

Pipelines

&C has market-leading cross-border pipeline expertise, Facts and figures* having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $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 2015

Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa) Colombia

8 9 Oil and Gas

LNG

&C has been involved in the structuring and financing awards and recognitions Sof some of the largest and most complex LNG projects Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2015 ever undertaken. Our experience in LNG and gas projects Corpus Christi LNG The largest single project financing in the United States extends from drafting and negotiating shareholder „„ Americas Deal of the Year ...... Project Finance International „„ North America LNG Deal of the Year ...... IJ Global arrangements, SPAs, shipping contracts, and construction and Cameron LNG operating arrangements to negotiating and drafting limited One of the largest single project financings in the United States

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

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

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

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

Chambers Global, 2015 „„ Standout Energy Deal...... FT US Innovative Lawyers

„„ Best Project Finance Deal ...... Finance Asia

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

„„ Global Deal of the Year 2010 ...... Infrastructure Journal

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

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

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

„„ Global Deal of the Year 2008...... Infrastructure Journal

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

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

„„ Middle East Oil & Gas Deal of the Year...... Project Finance International 10 Oil and Gas

LNG continued

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

Selected Global LNG Projects

PNG LNG (2010) The project company and consortium in Freeport LNG (2013) the $18 billion fully integrated LNG project A potential bidder for a significant equity involving the exploration, development and stake in Train 2 of the Freeport LNG project production of natural gas in the highlands of in Freeport, Texas. Papua New Guinea, transport of the natural „ gas over a distance of nearly 450 miles from „ „ the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the 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 Advised Sempra Energy in connection with the project bonds. financing of its $10.5 billion Cameron LNG export terminal in Hackberry, Louisiana. West Africa LNG Project Yemen LNG Project (2008, ongoing) Australia Pacific LNG (APLNG) (2012) „„ Commercial development agreements with GDF Suez, Mitsubishi Corporation and Mitsui Borrowers 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 financing for an LNG facility train LNG liquefaction project in Balhaf. $20 billion coal seam gas to liquefied natural „„ DOE approval to export up to 12 Mtpa of in West Africa. gas project on Curtis Island, Queensland. domestically produced LNG from the Cameron „„ Shareholders are direct or indirect LNG terminal to all current and future FTA subsidiaries of Total, Hunt Oil, SK Corp., „„ Advice on commercial contract structuring, countries. Hyundai Corp., Kogas, Yemen Gas Co. pipeline and LNG shipping matters. and Yemen’s pension fund, GASSP. „„ Financed by JBIC, NEXI and commercial banks. „„ APLNG is owned by Conoco Phillips, Origin and „„ $2.8 billion financing including direct China Petrochemical Corp. (Sinopec). loans from JBIC (buyer’s credit) and KEXIM, uncovered commercial bank „„ First unconventional gas to LNG project in loans, bank loans covered by COFACE, the world. NEXI and KEXIM, and a sponsor senior loan facility.

12 13 Oil and Gas

Downstream

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

Selected Projects

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

14 15 Oil and Gas

Mergers & Acquisitions

&C has an extensive record advising acquirers, target Selected oil and gas m&a transactions

„„ Columbia Pipeline Group, „„ American Energy – Permian „„ Borealis Infrastructure Scompanies and their financial advisers in mergers Inc. (U.S.) in its pending Basin, LLC, an affiliate of (Canada) and Ontario $13 billion acquisition by American Energy Partners, Teachers’ Pension Plan and acquisitions in the oil and gas sector. We have had the TransCanada Corporation. LP (U.S.), in its agreement to Board (Canada) in the sale (2016) acquire approximately 63,000 of Express Pipeline System net acres of leasehold in the to Spectra Energy as part of privilege of working on landmark transactions that have „„ UIL Holdings Corporation southern Permian Basin, Texas a $1.49 billion transaction. (U.S.) in its $4.6 billion from affiliates of Enduring (2013) acquisition by Iberdrola USA, helped shape the industry, and our expertise in this field will Resources, LLC (U.S.) for and simultaneous renaming „„ Deutsche Bank AG (Germany) $2.5 billion. (2014) be invaluable on any oil and gas industry transaction. to AVANGRID and listing on and Goldman Sachs & Co. NYSE. (2015) „„ Repsol (Spain) as U.S. counsel (U.S.) as financial advisers to in its agreement with Talisman CVR Energy, Inc. (U.S.) in the „„ Reservoir Capital (U.S.) Energy (Canada) to acquire $2.7 billion unsolicited tender in the establishment of a 100% of the shares of Talisman offer by Icahn Enterprises L.P. $100 million joint venture to for US$8.3 billion. (2014) (U.S.). (2012) acquire oil and gas mineral interests in Oklahoma, Texas „„ Canada Pension Plan „„ BHP Billiton (Australia) in and North Dakota. (2015) Investment Board (Canada) its $15.1 billion acquisition in a series of transactions of Petrohawk Energy „„ Castleton Commodities pursuant to which it acquired Corporation (U.S.). (2011) International LLC (U.S.) “Sullivan & Cromwell is a a substantial minority stake Energy and Services Deal of in its definitive agreement in Transportadora de Gas the Year – Atlas Awards 2012 to acquire Morgan Stanley’s del Perú S. A. (TgP) (Peru), dominant force in the energy Global Oil Merchanting „„ Consortium comprising ENN including its approximately business. (2015) Energy Holdings Limited $200 million acquisition of (China) and China Petroleum world at large.” „„ Suncor Energy Inc. (Canada) a 10.4% stake from Graña y & Chemical Corporation in its unsolicited C$4.3 billion Montero S.A.A. (Peru) and in Chambers USA, 2011 (Sinopec) (China) in the offer to acquire all outstanding its additional acquisition of a pending $2.2 billion voluntary shares of Canadian Oil Sands. 23.6% stake from Tecpetrol general offer for China Gas (2015) International S.A. (Argentina) Holdings Limited (Hong and 100% of TgP’s operator „„ American Energy – Utica, Kong). S&C also represented company for approximately LLC and American Energy – ENN Energy as borrower of a $607 million. (2014) Marcellus, LLC, affiliates of bridge facility from Citigroup American Energy Partners, „„ Consortium comprising Italian (withdrawn). (2012) LP, in their agreement to operator SNAM (45%), GIC, „„ Trafigura Beheer B.V. acquire 75,000 net acres the Singaporean sovereign (Netherlands) in antitrust and 175 mmcfe per day of net fund (35%) and EDF (France) and competition law matters production in the southern (20% through its dedicated relating to its $389 million Utica and southern Marcellus assets fund), in the $3.3 billion acquisition of the remaining Shale plays from East (€2.4 billion) acquisition of 51.7% interest of Iberian Resources, Inc. (U.S.) and an Transport et Infrastructures Minerals Corp. (Canada) that it unnamed private company for Gaz France (France) from did not already own. (2011–2012) $1.75 billion. (2014) Total S.A. (France). (2013) 16 17 Oil and Gas

Mergers & Acquisitions continued

„„ Electricité de Strasbourg „„ Constellation Energy „„ Inpex Corporation (Japan) in (France) in its acquisition (U.S.) in the sale of its its $3.074 billion acquisition of of Enerest (France) from international commodities Teikoku Oil Co., Ltd. (Japan) Réseau GDS (France) for an business to an affiliate of (2006) undisclosed amount. (2011) Goldman Sachs (U.S.) and in „„ Occidental Petroleum the sale of the downstream „„ Sempra Energy (U.S.) in Corp. (U.S.) in its $3.8 natural gas trading business its agreement with Noble billion acquisition of Vintage of Constellation Energy Americas Gas & Power Corp. Petroleum Inc. (U.S.). (2006) Commodities Group to (U.S.) to sell the Sempra Macquarie Cook Energy, LLC „„ Oleoducto de Crudos Energy Solutions LLC unit (Australia). (2009) Pesados (Ecuador) in of its Royal Bank of Scotland the acquisition of a 30% Group plc (U.K.)–Sempra „„ Canetic Resources Trust interest by China Petroleum global commodities joint (Canada) in its $5.5 billion & Chemical Corporation venture for approximately acquisition by Penn West (Sinopec). (2006) $582 million. (2010) Energy Trust (Canada). (2008) „„ Smedvig ASA (Norway) in „„ BP (U.K.) in the sale of its „„ Goldman Sachs Principal its $2.3 billion acquisition by upstream assets in the United Investment Area (U.S.), as SeaDrill Ltd. (Norway). (2006) States, Canada and Egypt to a member of the consortium Apache Corporation (U.S.), which also includes Candover „„ BP Amoco in its $1.5 billion worth a total of $7 billion. Partners Limited, in the $3.2 acquisition of Vastar (2010) billion acquisition of Expro Resources, Inc. (2000) International Group plc (U.K.). „„ China Investment „„ BP Amoco (U.K.) in its (2008) Corporation (China) in a $150 $27 billion acquisition of million investment in Triana „„ Tenaris (Argentina/ ARCO (U.S.) and subsequent Energy Investments, LLC Luxembourg) in its $1.115 $6.5 billion sale of ARCO’s (U.S.) by a subsidiary of China billion sale of Hydril (U.S.) to Alaskan assets (U.S.) to Investment Corporation and General Electric (U.S.). (2008) Phillips Petroleum Company an affiliate of Morgan Stanley (U.S.). (2000) „„ Total S.A. (France), as parent (U.S.). (2010) of Total E&P Canada, in the „„ BP in its $55 billion merger „„ Sempra Energy (U.S.) in its acquisition of Synenco Energy, with Amoco. (1999) agreement with J.P. Morgan Inc. (Canada). (2008) „„ Elf Aquitaine (France) in its Ventures Energy Corporation „„ Tenaris (Argentina/ $52.4 billion acquisition by (U.S.) to sell the global metals Luxembourg) in its $2.2 TotalFina (France). (1999) and oil and European power billion acquisition of Hydril and gas businesses of its global (U.S.). (2007) commodities joint venture with RBS. (2010) „„ Statoil ASA (Norway) in U.S. issues relating to its $29 billion „„ Vallourec SA (France) in its acquisition of Norsk Hydro’s $201 million acquisition of (Norway) oil and gas business Serimax SAS (France). (2010) and its $1.97 billion acquisition of North American Oil Sands Corporation (Canada). (2007) 18 Oil and Gas

Project Development and Finance

&C has advised in the development of oil and gas projects awards and recognitions and their limited recourse financings throughout the S Project Finance Group of the Year world. We have established an enviable level of expertise for Law360, 2015 this type of work, which ensures our continued involvement Corpus Christi LNG in many of the most challenging projects in the sector. While Americas Deal of the Year Project Finance International, 2015 the majority of our work tends to be for sponsors/borrowers, our industry insight also makes us an ideal choice to represent Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2014 underwriters and lenders. Oil & Gas Legal Adviser of the Year Infrastructure Journal, 2011

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM Baku-Tbilisi-Ceyhan (BTC) Pipeline FOR SPONSOR / BORROWER IN OIL AND GAS Deal of the Decade Sullivan & Cromwell 76.53% 36.73% Infrastructure Journal, 2011 2nd ranking firm 43.05% 4.75% 3rd ranking firm 39.13% 14.09% Australia Pacific LNG (APLNG) 4th ranking firm 37.59% 11.01% Oil & Gas Deal of the Year Project Finance International, 2012 5th ranking firm 35.78% 12.78% 6th ranking firm 33.88% 11.75% Dolphin Energy gas pipeline project 7th ranking firm 33.33% 15.97% Oil & Gas Deal of the Year 8th ranking firm 31.74% 27.30% Infrastructure Journal, 2012 9th ranking firm 31.41% 14.42% Project Finance International, Middle East, 2012 10th ranking firm 30.36% 12.01% PNG LNG Source: Dealogic ProjectWare, June 30, 2015 Global Deal of the Year Infrastructure Journal, 2011

20 Oil and Gas

Project Development and Finance continued

Asia

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) Deep-water 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 Peru Shah Deniz and SCP Pipeline Project Corpus Christi LNG Camisea Gas Project Kazakhstan Nigeria Freeport LNG Nigeria LNG Caspian Pipeline Consortium Deer Park Refining L.P. Trinidad and Tobago Nigerian Petroleum Legislative Reforms Tengizchevroil (TCO) Project Frontier Pipeline Company Phoenix Park Gas Processors Plant Nigeria Oil Forward Sale Transactions Port Arthur Refinery Project Russia U.S. Virgin Islands Sweeny, Texas Refinery Caspian Pipeline Consortium Qatar HOVENSA (USVI) Project and Refinancing Confidential Petrochemical Project Tyumen Offtake Matters Venezuela Russia/Bulgaria/Southern and Saudi Arabia José Terminal Central Europe Saudi Gas Initiative Mariscal Sucre LNG South Stream Pipeline South Africa Petrozuata Extra Heavy Oil Project Pigap II Turkmenistan Coega Project Sincor Extra Heavy Oil Project and Subsequent Turkmenistan Upstream Yemen Restructuring Yemen LNG Project 22 23 Oil and Gas

Capital Markets, Leveraged Finance and 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) Enel 1 (equity) American Energy – Permian 1 (debt) Our experience has been a mix of advising issuers, borrowers, Alinta Energy Holdings 1 (debt) Saipem 1 (equity) American Energy – Utica 1 (debt) Ampol Exploration 1 (equity) Snam Rete Gas 1 (equity & IPO) American Energy – Woodford1 Australia Pacific LNG1 (debt) (debt) underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Japan Amoco 2 (equity) 1 BHP Billiton 1 (debt) Idemitsu Kosan (equity) Ascent Resources 1 (debt exchange 1 initial public offerings, investment grade, project bond, high- Oil Search 1 (equity) Inpex Corporation (equity & IPO) offer) Origin Energy Limited 1 (debt) Aurora USA Oil & Gas 1 (debt) Kazakhstan Santos 1, 3 (debt & equity) Cabot Oil and Gas 3 (debt & equity) yield bonds, revolving and term loan bank financings and Tengizchevroil 1 (debt) Woodside Petroleum 1 Cal Dive International 1 (equity) structured financings and landmark privatizations around (debt & equity) Kuwait Cheniere Energy 1 (debt) Santa Fe International 3 (equity) Clark Oil & Refining3 (debt) Canada Deer Park Refining3 (debt) 2 the world. Amoco Canada (debt) Mexico Duke Energy Field Services, LLC 3 1 3 Enbridge (debt) Pemex (debt) (debt & IPO) 1 Gulf Canada (debt & IPO) Hovensa 1 (debt) 1 Norway Imperial Oil (debt) 2 1 MAPCO (debt) 1 Ability Group (equity) Interprovincial Pipe Line (equity) 2 1, 3 Merey Sweeny (debt) 3 Norsk Hydro (debt & equity) Norcen Energy Resources (debt) NiSource 3 (equity) STATOIL 1 (debt, equity & IPO) Noble Affiliates3 (debt & equity) China Statoil Fuel & Retail 1 (equity & Parker & Parsley Petroleum 3 CNOOC Limited 3 (equity) IPO) (equity) CNPC (Hong Kong) Ltd. 3 (IPO) Quaker State 1 (debt) China Gas Holding Limited Spain 3 R&B Falcon Corporation 3 (equity) (equity) Enagas (equity & IPO) 3 Santa Fe Energy Resources 3 ENN Energy 1 (debt) Repsol (debt & equity) (equity) Kunlun Energy Co. Ltd. (equity) Thailand 3 3 Santa Fe International Corp. (IPO) PetroChina Company (equity & 3, PTT Exploration and Production Shell Oil 3 (debt) IPO) 4 (debt & equity) Southern Union Company 3 (debt) Colombia Transocean Inc. 3 (debt) United Arab Emirates 3 Ecopetrol (debt) 2 Dolphin Energy (debt) Venezuela Petrozuata 1 (debt)

1 Counsel to the issuer, borrower or selling/controlling shareholder 3 Counsel to underwriters/agents or arrangers 2 Designated underwriters’ counsel 4 Sole U.S. Counsel 24 25 Oil and Gas

State-Owned Oil Companies

ur work in the oil and gas industry includes Oextensive experience with state-owned or national oil companies.

Abu Dhabi National Oil Company (ADNOC) KazMunayGas Petróleos de Venezuela S.A. (PDVSA) Qatar Petroleum (QP) Counsel to Emirates Aluminium (50% owned by „„ Counsel to the consortium, which includes „„ Counsel to the consortium, comprised of „„ Counsel to ExxonMobil as co-sponsor/developer Mubadala) in negotiations of direct agreement with KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, in the of the Al-Khaleej (AKG-1) gas pipeline designed ADNOC the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project to transport significant quantities of gas from China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia) in Venezuela Qatar’s North Field to Kuwait

„ „ „ „„ Counsel to Goldman Sachs as financial adviser to „ Counsel to the consortium, which includes „ Counsel to the the project company in the „ Counsel to the lenders and underwriters to CNOOC (China) in the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Petrozuata Extra Heavy Oil Export Project Dolphin Energy in discussions with Qatar certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in sponsored by PDVSA Petróleo y Gas S.A. Petroleum Kazakhstan and a Conoco Inc. affiliate „„ Counsel to the underwriters in equity offerings Yemen Gas Company by CNOOC Limited National Gas Company of Trinidad and Tobago Petróleos Mexicanos (PEMEX) Counsel to Yemen LNG in the $4.8 billion limited Counsel to the project company in financing for the recourse project financing of its upstream, pipeline „„ Counsel to the underwriters on multiple China Petroleum and Chemical Corporation Phoenix Park natural gas processing project. The and two train LNG liquefaction project, shareholders debt offerings by Petróleos Mexicanos (Sinopec) consortium included the state-owned gas company of of which are direct or indirect subsidiaries of Total, „ „„ Counsel to the project company in $8.5 billion Trinidad and Tobago. „ Counsel to the consortium for $1.0 billion Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen financing for the APLNG project, owned by financing of Deer Park Refinery in the Gas Co. and Yemen’s pension fund, GASSP Oman Oil Company (OOC) Conoco Phillips, Origin and Sinopec United States. The consortium included a „„ Counsel to Alcan as sponsor in the Sohar smelter Pemex subsidiary. „„ Counsel to the consortium comprising ENN project, partners of which included state-owned Energy Holdings Limited and Sinopec in the State Oil Company of Azerbaijan Republic Oman Oil Company S.A.O.C. and the Abu Dhabi $2.2 billion voluntary general offer for China Gas (SOCAR) Water and Electricity Authority (ADWEA) Holdings Limited (withdrawn) (Hong Kong) Counsel to the consortium, which includes the Azerbaijani state-owned oil company SOCAR, „„ Counsel to Oleoducto de Crudos Pesados in the Petróleo Brasileiro S.A. (Petrobras) in the financing of South Caucusus Pipeline and acquisition of a 30% interest by Sinopec „„ Counsel to the lenders in $850 million financing the BTC Pipeline for the Cabiúnas Gas Project in Brazil Ecopetrol Turkish Petroleum Corporation (TPAO) „„ Counsel to the lenders in $1.6 billion financing for „„ Counsel to Ecopetrol with respect to its Annual Counsel to the consortium, which includes the EVM Oilfields Project in Brazil Report on Form 20-F the Turkish state-owned oil company Türkiye Petrolleri Anonim Ortaklığı, or TPAO, in the „„ Counsel to the consortium, which includes PetroChina (listed arm of China National Ecopetrol, in the $2.4 billion OCENSA Pipeline Petroleum Corporation) financing of the South Caucusus Pipeline, the Project Counsel to the underwriters to PetroChina in its BTC Pipeline, the ACG/Azerbaijan “Mega- SEC-registered $3,900 million IPO and Reg S equity Structure” Full Field and the Shah Deniz gas field „„ Counsel to the underwriters in Rule 144A/Reg S offering debt offering by Ecopetrol

26 27 Mining and Metals

Mergers & Acquisitions

perennial leader in global M&A, S&C consistently A ranks among the top law firms for M&A in the mining and metals sector. The Firm has advised on many of the

mining and metals M&A rankings: U.s. law firms, 2004–2015 most industry-altering transactions, for both large mining Ranked by value ($ billions) conglomerates and smaller-cap companies. We are regularly Sullivan & Cromwell — $242.8 2nd ranking — $181.2 called upon by many of the premier names in the sector to 3rd ranking — $162.0

4th ranking — $154.2 handle their most challenging and complex ventures. We have 5th ranking — $146.4

6th ranking — $146.0 particular expertise in competition law and its application to the industry.

“Recognized for the strength of mining and metals M&A rankings: global firms, 2004–2015 its mining group, which acts Ranked by value ($ billions)

1st ranking — $248.0 domestically and internationally in Sullivan & Cromwell — $242.8 3rd ranking — $220.3 relation to M&A and the acquisition 4th ranking — $213.7 5th ranking — $181.2 and disposition of interests in mines 6th ranking — $180.6 Source: Thomson Reuters, April 2, 2015 and mining companies.” Data include representations of principals and financial advisers

CHAMBERS USA 2014

28 29 Mining and Metals

Mergers & Acquisitions continued

Selected mining and metals M&A

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

30 31 Mining and Metals

Project Development and Finance

&C has a unique position among international legal 6 of the 10 Largest-ever mining projects involved S&C Dealogic advisers in the mining and metals sector. We are the Project Name Country Reported Size Year S (US$ billions) leading law firm advising sponsors and borrowers worldwide. Roy Hill Iron Ore Project Australia $10.5 2014 Fortescue Iron Ore Project Australia $5.0 2012 As the following tables demonstrate, no other law firm comes Oyu Tolgoi Copper and Gold Project Mongolia $4.4 2015 Koniambo Nickel Project New Caledonia $3.8 2008 close to matching our presence and depth. Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Bauxite Mine and Alumina Refinery Saudi Arabia $3.6 2011 Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Zinc Mine Peru $2.3 1999 Minera Esperanza Copper-Gold Mine Chile $2.2 2009 Antucoya Copper Mine Project Chile $1.9 2013

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 77.23% 38.61% WORLDWIDE MINING and metals PROJECT FINANCE AND DEVELOPMENT Lawyers REPRESENTING SPONSORS/BORROWERS 2nd ranking firm 58.33% 14.81% 1994—2015 3rd ranking firm 49.40% 4.22% Ranked by value ($ billions) and market share*

4th ranking firm 37.32% 3.75% Sullivan & Cromwell $31.6 (25.0%) 5th ranking firm 32.98% 4.97% 2nd ranking — $16.7 (13.3%)

6th ranking firm 32.90% 6.77% 3rd ranking — $14.1 (11.2%)

7th ranking firm 31.09% 5.55% 4th ranking — $13.9 (11.0%) 5th ranking — $11.5 (9.1%) 8th ranking firm 30.40% 4.96% 6th ranking — $10 (7.9%)

9th ranking firm 22.96% 15.88% 7th ranking — $8.3 (6.6%) 10th ranking firm 22.31% 7.81% 8th ranking — $7.8 (6.2%) 9th ranking — $6.7 (5.3%)

Source: Dealogic ProjectWare, January 1994 – November 2015 10th ranking — $5.3 (4.2%)

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

32 33 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 Hartley Platinum Project Zaldivar Copper Project Loma de Niquel Project

34 35 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- Oyu Tolgoi Copper and Gold Project T „„ Asia-Pacific Mining Deal of the Year ...... Project Finance International, 2015 registered) by international mining and metals companies in

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

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

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

Emirates Aluminum Smelter Project

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

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

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

37 Mining and Metals

Capital Markets, Leveraged Finance 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 38 39 &C lawyers engaged in natural resources transactions Shave the benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

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

Chambers UK 2010

41 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has Spublic and private companies considering transactions Sbeen the firm of choice for many natural resource with sponsors. Within the private equity practice, our Natural companies seeking non-traditional investments, sales and Resources Group is focused on transactions with sponsors that restructuring arrangements in connection with the global primarily invest in the oil and gas, mining and infrastructure credit crisis. In the wake of the global financial crisis, the sectors. Our deep understanding of the sectors has allowed practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side. Recent Recent matters include advising American Energy Partners Matters in a variety of transactions, including advising American Recent highlights include advising Energy – Permian Basin, LLC on the acquisition of 63,000 „„ Kenmare Resources plc in „„ the independent directors of „„ lenders in the restructuring net acres of Southern Permian Basin Leasehold and the restructuring of its senior United Company RUSAL of Ennstone Quarries and 16,000 BOE per day of net production from Enduring and junior facilities (2014) Limited in connection with the subsequent disposal and the restructuring of the refinancing by its controlling Resources for $2.5 billion; American Energy – Utica, LLC „„ RBS and Barclays in the RUSAL Group’s $15 billion lenders restructuring of the Palaboro and American Energy – Marcellus, LLC of 75,000 net of indebtedness and other Mining company and its „„ a consortium of major acres and 175 MMCFE of net production in the Southern obligations (2009) international banking and oil companies in the Utica and Southern Marcellus shale plays from East commodity hedging facilities „„ the international and MENA restructuring of Bateman Resources and another private company for $1.75 billion, lenders in the restructuring NV as the key contractor in „„ BHP Billiton in the of the oil services company the Caspian Oil Fields as well as a variety of capital raisings, including bank restructuring of its CP Lamprell plc (2103) financings, convertible debt and high yield transactions for Programme (2009) „„ the lending syndicate in „„ the steering committee of the restructuring of the American Energy – Permian Basin, LLC, American Energy „„ international lenders in the lenders in the restructuring quarrying business of – Woodford, LLC, American Energy – Marcellus, LLC and £1.4 billion restructuring of of AEA Technology Alfred McAlpine plc the international oil refiner American Energy – Utica, LLC. We have also advised the plc the UK nuclear Petroplus AG and the Energy and Minerals Group with respect to its iron ore decommissioning business subsequent insolvencies in joint venture with Arcelor-Mittal in Baffinland and the six countries (2013) „„ Total and StatoilHydro — acquisition by its portfolio company Coronado Coal II LLC as sponsors of the Sincor/ of coal assets in Logan County, West Virginia from Cliffs PetroCedeño project, in the restructuring of $1.9 billion Natural Resources Inc. of senior debt (2008) 42 43 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of natural resource-based commodity States, the United Kingdom and France), the Group prides and derivative products of all types. itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints under Representative matters „„ CFTC, FERC, FTC, Castleton Commodities Hess Corporation (U.S.) in its which our natural resources clients operate. Department of International LLC (U.S.) in its agreement with an affiliate of definitive agreement to acquire funds managed by Oaktree Capital Justice and exchange Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree its interest in Hess Energy Trading trading activities of Sempra Energy Trading Corp. Company LLC (U.K.) (2014) CROSS- With respect to transactional matters, colleagues in other practice areas energy companies its sale of: PRACTICE work seamlessly with members of our tax group to advise on tax issues „„ the natural gas, power, energy Occidental Petroleum in its NETWORK related to all manner of transactions, and, in tax disputes, tax group „„ Regulatory and and commodity trading platform acquisition of Phibro Energy from lawyers work closely with S&C’s litigation group, so that clients receive of its RBS-Sempra global compliance advice Citibank (2009) the benefit of experienced tax lawyers and innovative litigators. commodities joint venture to on government BP in the settlement of DOJ and Société Générale and Société gLOBAL The S&C tax group has advised many of the leading global natural regulations and Générale Energy Corp (2011) CFTC investigations of commodities EXPERIENCE resource companies on matters of US, UK and French tax law, in manipulation, including entering exchange rules „„ the North American natural gas connection with important M&A and capital markets transactions, into a deferred prosecution applicable to hedging and power trading agreements disputes with various tax authorities and domestic and cross-border agreement with the DOJ and a and related commodity tax planning. Clients have included oil and gas majors, such as BP plc, and trading of energy consent order with the CFTC inventories, and the global ExxonMobil, Occidental Petroleum and Total, as well as others in products including metals and oil, as well as the Goldman Sachs and Morgan the commodities and energy trading space, including AIG Trading, European power and gas, cross-border Stanley in the formation of Barclays, Goldman Sachs and Sempra Energy. In mining and metals, businesses of its RBS-Sempra we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP rules, bilateral global commodities joint Intercontinental Exchange, an record keeping venture to J.P. Morgan Ventures electronic trading facility for the Billiton, Bucyrus International and Inco. We have advised investors Energy Corporation, the trading of physical commodities and investment funds in natural resource and infrastructure projects, and reporting commodities trading subsidiary and over-the-counter derivatives including transactions involving tax-favored alternative energy and obligations, swap of J.P. Morgan Chase (2010) on physical commodities, and synthetic fuel investments. subsequently, Intercontinental dealer evaluations „„ the Sempra Energy Solutions Exchange, LLC (ICE) in and other current LLC unit of its RBS-Sempra joint venture to Noble connection with its strategic and issues Americas Gas & Power Corp., other regulatory matters including a wholly owned subsidiary its acquisition of International of Hong Kong-based Noble Petroleum Exchange (IPE) and its Group Limited (2010) joint venture with NGX 44 45 Sanctions and Trade Disputes and Investigations

&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and Stransactional experience who have a background in Sinvestigations arising out of investments in, and litigation. We help our clients conduct risk-based compliance- transactions relating to, the development of natural resources, related due diligence and risk assessment, and provide our both in court and in arbitral settings. clients with solutions to compliance challenges in light of Selected In recent years, we have undertaken numerous assignments in both the findings of due diligence. In the acquisition context, we Highlights commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas assist our clients with transition planning and integration of exploitation, transportation and sales. „„ Secured a dismissal with „„ arbitration and court compliance programs and controls. Much of our experience prejudice for a major proceedings for the sponsors financial institution in a and project company in a lies in the natural resource industry. class action alleging that dispute with the contractor in various firms conspired to the construction of a copper manipulate zinc pricing and gold mine in Latin through their ownership of America Scope The scope and enforcement of anti-bribery, anti-corruption and trade metal warehouses. „„ advising the sellers of LNG of Work sanctions laws in the United States and Europe has significantly „„ arbitration proceedings in in contentious repricing increased in recent years. Transactions involving natural resource Sweden and extensive parallel negotiations with buyers in companies often present significant risk under these laws, in light of negotiations for a Canadian Asia, including preparation for the particular characteristics of the sector: its global nature, which mining company against possible arbitration presents challenges in implementing uniform business policies and a central Asian sovereign procedures; the need to operate in emerging markets, where there may „„ representing the owners of an arising out of claimed be a lack of infrastructure and controls necessary to combat corruption, oil pipeline in Latin America breaches of a mining unstable political situations that are targeted by trade sanctions and in disputes with the host concession agreement other challenges; and, in light of state ownership of resources and government over tax claims „„ preparing for arbitration permitting and other development requirements, there is a high degree „„ preparing for arbitration proceedings (eventually of likelihood that interaction with government officials will be necessary. proceedings (eventually settled) on behalf of the settled) on behalf of a We also help our clients to develop, assess and improve their compliance sponsors and project company European oil major arising programs and procedures, including reviewing education, training and in a dispute with the host out of expropriation of an oil internal audit programs. Where necessary, we will assist our clients with country arising out of the concession in Latin America implementation of remedial actions, including voluntary disclosure to development of a nickel mine and settlement with applicable regulators. We have a long history of in sub-Saharan Africa 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.

46 47 Lawyer Contacts

EMEA Americas Nikolaos G. Andronikos Craig Jones Werner F. Ahlers Daryl A. Libow Partner since 2002 Partner since 2005 Partner since 2014 Partner since 1994 London Office London Office New York Office Washington, D.C. Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8488 Phone: +1 212 558 1623 Phone: +1 202 956 7650 Fax: +44 20 3350 2007 Fax: +44 20 3350 2088 Fax: +1 212 291 9201 Fax: +1 202 956 6973 [email protected] [email protected] [email protected] [email protected] *Capital Markets, Project Finance, Joint ventures *Project Finance, Joint ventures, Leveraged Finance *M&A, Project Finance *Litigation, Antitrust

Chris Beatty Jamieson J. Logie Robert E. Buckholz Christopher L. Mann Partner since 2015 Partner since 2001 Partner since 1987 Partner since 1998 London Office London Office New York Office New York Office Phone: +44 20 7959 8505 Phone: +44 20 7959 8420 Phone: +1 212 558 3876 Phone: +1 212 558 4625 Fax: +44 20 3350 2047 Fax: +44 20 3350 2002 Fax: +1 212 291 9018 Fax: +1 212 291 9092 [email protected] [email protected] [email protected] [email protected] *Leveraged Finance, Capital Markets *Project Finance, Joint ventures *Capital Markets *Project Finance, Capital Markets, M&A

Vanessa K. Blackmore Richard C. Morrissey Robert G. DeLaMater Inosi M. Nyatta Partner since 2006 Partner since 1992 Partner since 1992 Partner since 2011 London Office London Office New York Office New York Office Phone: +44 20 7959 8480 Phone: +44 20 7959 8520 Phone: +1 212 558 4788 Phone: +1 212 558 7822 Fax: +44 20 3350 2008 Fax: +44 20 3350 2020 Fax: +1 212 291 9037 Fax: +1 212 291 9781 [email protected] [email protected] [email protected] [email protected] *capital markets *M&A, Joint Ventures *M&A, Capital Markets *Leverage Finance, Project Finance, Capital Markets

Kathryn A. Campbell Stewart M. Robertson John E. Estes Joseph E. Neuhaus Partner since 1997 Partner since 1996 Partner since 2002 Partner since 1992 London Office London Office New York Office New York Office Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Phone: +1 212 558 4349 Phone: +1 212 558 4240 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 Fax: +1 212 291 9049 Fax: +1 212 291 9105 [email protected] [email protected] [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, Joint Ventures *Leverage Finance, Project Finance *arbitration, Disputes

Krystian Czerniecki Asia and Australia Sergio J. Galvis Kenneth M. Raisler Partner since 2004 Garth W. Bray Partner since 1991 Partner since 1994 Frankfurt Office Partner since 2001 New York Office New York Office Phone: +49 69 4272 5525 Beijing Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Fax: +49 69 4272 5210 Phone: +86 10 5923 5900 Fax: +1 212 291 9062 Fax: +1 212 291 9118 [email protected] Fax: +86 10 5923 5950 [email protected] [email protected] *Capital Markets [email protected] *M&A, Project Finance, Capital Markets *Commodities, Futures and Derivatives *M&A, Capital Markets

Tim Emmerson David J. Gilberg George J. Sampas Partner since 2007 Chun Wei London Office Partner since 1996 Partner since 2000 Partner since 1997 Phone: +44 20 7959 8595 New York Office New York Office Hong Kong Office Fax: +44 20 3350 2095 Phone: +1 212 558 4680 Phone: +1 212 558 4945 Phone: +852 2826 8666 [email protected] Fax: +1 212 291 9063 Fax: +1 212 291 9131 Fax: +852 2522 2295 *M&A, Joint Ventures [email protected] [email protected] [email protected] *Commodities, Futures and Derivatives *M&A, Private Equity *M&A, Capital Markets

48 49 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 Suite 2100 Germany Los Angeles, CA 90067-1725 U.S.A. Melbourne Telephone: +61 3 9635 1500 Palo Alto Facsimile: +61 3 9654 2422 Telephone: +1 650 461 5600 101 Collins Street Facsimile: +1 650 461 5700 Melbourne 3000 Victoria 1870 Embarcadero Road Australia Palo Alto, CA 94303-3308 U.S.A. Sydney Telephone: +61 2 8227 6700 Beijing Facsimile: +61 2 8227 6750 Telephone: +86 10 5923 5900 Level 27, The Chifley Tower Facsimile: +86 10 5923 5950 2 Chifley Square Suite 501, China World Office 1 Sydney, New South Wales 2000 One Jian Guo Men Wai Avenue Australia Beijing 100004 China

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

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

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