Experience in the Oil and Gas Industry “They are instrumental when it comes to structuring complicated deals.”

“Extremely collaborative, proactive and efficient.”

“The best in the business.”

Clients Quoted In Chambers USA 2017: Energy 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 the Infrastructure Journal, 2011 oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of our clients. S&C’s standing in the industry is reflected in the number We provide tailored solutions informed by market knowledge. of major companies it has represented, both directly and in consortia, including: Our multi-disciplinary approach ensures that clients benefit

„„ AEC (Alberta Energy) „„ INPEX from our industry experience in each of our core practice areas. „„ American Energy „„ Nigeria LNG Partners „„ Nippon Oil

Our Oil and Gas „„ Upstream „„ BG Group „ industries „ Oleoducto Central „„ Pipelines „„ BGP Inc. (OCENSA)

„„ LNG „„ BHP Billiton Petroleum „„ Oil Search

„„ Downstream „„ BP „„ PDVSA

„„ Cheniere Energy „„ PetroChina

Our Global „„ Mergers & Acquisitions and Joint Ventures „„ Chevron „„ Repsol Practice Areas „„ Project Development & Finance „„ CNOOC „„ Royal Dutch Shell

„„ Capital Markets, Leveraged Finance & Lending „„ ConocoPhillips „„ SeaDrill

„„ Private Equity „„ Devon Energy „„ Sempra Energy

„„ Restructuring „„ Enbridge „„ Sinopec

„„ Commodities, Futures & Derivatives „„ EnCana „„ Statoil

„„ Tax „„ Eni „„ Total

„„ Sanctions and Trade „„ ENN Energy „„ Transportadora de Gas del Sur „„ Disputes and Investigations „„ ExxonMobil „„ Woodside Petroleum „„ Hess

„„ Hunt Oil

2 3 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 4 $863 million term loan facility. 5 Oil and Gas

Pipelines

Facts and figures* &C has market-leading cross-border pipeline expertise, having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $41 billion approximate amount of debt raised by pipeline projects involving project will need to consider, including key issues arising in S&C in finance plans including MLAs and ECAs and other agencies connection with host-government and inter-governmental such as BNDES, Coface, KEXIM, EBRD, Hermes, IFC, JBIC, MIGA, NEXI, OPIC, SACE, USEXIM, among others. agreements and related structuring issues for cross-border pipelines, such as maritime boundary issues. 92 total number of sponsors S&C has advised, individually or as members of consortia, on pipeline projects including IOCs, NOCs from Europe, Asia, Africa, Middle East and Latin America, and Representative Pipeline Projects JURISDICTIONS independents. Baku-Tbilisi-Ceyhan Pipeline Project Azerbaijan/Georgia/Turkey Dolphin Energy Gas Pipeline U.A.E./Qatar/Oman 4.45 average number of sponsors S&C has advised on each CPC Pipeline Consortium Financing Russia/Kazakhstan pipeline project. South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe

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

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

GasAndes Pipeline Argentina/Chile *as of December 2016

Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa) Colombia

6 Oil and Gas

LNG awards and recognitions

Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2018

&C has been involved in the structuring and financing Cheniere Corpus Christi LNG The largest single project financing in the United States of some of the largest and most complex LNG projects S „„ Americas Deal of the Year ...... Project Finance International ever undertaken. Our experience in LNG and gas projects „„ North America LNG Deal of the Year ...... IJGlobal extends from drafting and negotiating shareholder Cameron LNG One of the largest single project financings in the United States arrangements, SPAs, shipping contracts, and construction and „„ Project Finance Deal of the Year 2014: Americas...... IFLR U.S. operating arrangements to negotiating and drafting limited „„ Deal of the Year 2014: Americas...... Trade Finance „„ Highly commended: “Innovation in Finance Law” 2014. . . . FT Innovative Lawyers recourse financings. 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

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

„„ Standout Energy Deal...... FT US Innovative Lawyers “Earns plaudits for its LNG practice.” „„ Best Project Finance Deal...... Finance Asia

Chambers Global, 2015 PNG LNG The world’s then largest-ever energy markets project financing

„„ One of the Top 10 Most Influential Project Finance Deals of the Last 20 Years ...... IJGlobal

„„ 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

8 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.

10 11 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.

12 13 Oil and Gas

Mergers & Acquisitions

&C has an extensive record advising acquirers, target “Sullivan & Cromwell is a dominant Scompanies and their financial advisers in mergers and acquisitions in the oil and gas sector. We have had the force in the energy world at large.” Chambers USA, 2011 privilege of working on landmark transactions that have 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

„„ Concho Resources (U.S.) in its $9.5 billion „„ Enbridge Inc. (Canada) in its $43 billion „„ Suncor Energy Inc. (Canada) in its $4.6 billion (GyM) of a 10.4 percent stake in TgP; CPPIB’s acquisition of RSP Permian (U.S.). (2018) acquisition of Spectra Energy Corp. (U.S.). (2016) acquisition of Canadian Oil Sands. (2015) approximately $607 million acquisition from Tecpetrol International S.A. of an additional 23.6 „„ Andeavor (U.S.) in its $35.6 billion acquisition „„ CIC Capital (China) as a member of a consortium „„ American Energy – Utica, LLC and American percent stake in TgP and 100 percent of Tecgas; by Marathon Petroleum Corp. (U.S.) (2018); led by Brookfield in its $5.2 billion acquisition of Energy – Marcellus, LLC, affiliates of CPPIB’s sale of 51 percent of Tecgas to GyM and and in the merger of Andeavor Logistics and a 90% stake in the natural gas pipeline unit of American Energy Partners, LP, in their 30 percent of Tecgas to Enagás S.A.; CPPIB’s Western Refining Logistics for $1.8 billion and Petrobras (Brazil). (2017) agreement to acquire 75,000 net acres and 175 approximately $180 million acquisition from SK the repositioning of Andeavor Logistics through a mmcfe per day of net production in the southern Private Equity Deal of the Year – Latin Lawyer Group of an additional 8 percent stake in TgP; $4 billion IDR buy-in. (2017) Utica and southern Marcellus Shale plays from 2017 CPPIB’s acquisition from International Power, East Resources, Inc. (U.S.) and an unnamed „„ BP (U.K.) in its announced agreement with Latin America Midstream Oil & Gas Deal of the S.A., an affiliate of the ENGIE Group, for an private company for $1.75 billion. (2014) Bridas Corporation (Argentina) to form a new Year – IJGlobal 2017 undisclosed amount of an additional 8 percent integrated energy company, Pan American Global M&A Deal of the Year: Latin America „„ American Energy – Permian Basin, LLC, an stake in TgP and subsequently its approximately Energy Group (Argentina), by combining The American Lawyer – 2017 affiliate of American Energy Partners, LP $63 million sale of 2.96 percent of its stake in their interests in the oil and gas producer Pan (U.S.), in its agreement to acquire approximately TgP to Enagás, S.A. ; and its acquisition of an „„ Columbia Pipeline Group, Inc. (U.S.) in American Energy (Argentina) and the refiner and 63,000 net acres of leasehold in the southern additional 30 percent interest in each of Tecgas its $13 billion acquisition by TransCanada marketer Axion Energy (Argentina) in a cash-free Permian Basin, Texas from affiliates of Enduring Inc. and Compañía Operadora de Gas del Perú Corporation. (2016) transaction. The new company, Pan American Resources, LLC (U.S.) for $2.5 billion. (2014) S.A.C. (COGA). (2013-2017) Energy Group, will be the largest privately „„ UIL Holdings Corporation (U.S.) in its „„ Repsol (Spain) as U.S. counsel in its agreement „„ Consortium comprising Italian operator owned integrated energy company operating in $4.6 billion acquisition by Iberdrola USA, and with Talisman Energy (Canada) to acquire 100% SNAM (45%), GIC, the Singaporean sovereign Argentina. (2017) simultaneous renaming to AVANGRID and of the shares of Talisman for US$8.3 billion. fund (35%) and EDF (France) (20% through listing on NYSE. (2015) „„ Transportadora de Gas del Sur S.A. (TGS) (2014) its dedicated assets fund), in the $3.3 billion (Argentina) in Grupo Inversor Petroquímica S.L. „„ Reservoir Capital (U.S.) in the establishment of (€2.4 billion) acquisition of Transport et „„ Canada Pension Plan Investment Board (Spain), WST S.A. (Argentina), and PCT LLC’s Infrastructures Gaz France (France) from Total a $100 million joint venture to acquire oil and gas (CPPIB) (Canada) in a series of transactions (U.S.) mandatory tender offer for the acquisition S.A. (France). (2013) mineral interests in Oklahoma, Texas and North pursuant to which it acquired a substantial of up to a total of 194,651,345 book-entry Class B Dakota. (2015) minority stake in Transportadora de Gas del Perú „„ Borealis Infrastructure (an arm of OMERS), shares of common stock representing up to a total „„ Castleton Commodities International LLC S.A. (TgP) and entered into a joint venture with and Ontario Teachers’ Pension Plan (Canada) of 24.5% of the capital stock of TGS. (2017) (U.S.) in its definitive agreement to acquire respect to TgP’s operating company, Tecgas Inc. in their $1.49 billion sale of Express Pipeline Morgan Stanley’s Global Oil Merchanting (Tecgas), including CPPIB’s approximately $200 System (U.S.) to Spectra Energy (U.S.). (2013) business. (2015) million acquisition from Graña y Montero S.A.A. 14 15 Oil and Gas

Mergers & Acquisitions continued

„„ Deutsche Bank AG (Germany) and Goldman „„ Sempra Energy (U.S.) in its agreement with J.P. Sachs & Co. (U.S.) as financial advisers to CVR Morgan Ventures Energy Corporation (U.S.) to Energy, Inc. (U.S.) in the $2.7 billion unsolicited sell the global metals and oil and European power tender offer by Icahn Enterprises L.P. (U.S.). and gas businesses of its global commodities joint (2012) venture with RBS. (2010)

„„ BHP Billiton (Australia) in its $15.1 billion „„ Vallourec SA (France) in its $201 million acquisition of Petrohawk Energy Corporation acquisition of Serimax SAS (France). (2010) (U.S.). (2011) „„ Constellation Energy (U.S.) in the sale of its Energy and Services Deal of the Year – Atlas international commodities business to an affiliate Awards 2012 of Goldman Sachs (U.S.) and in the sale of the

„„ Consortium comprising ENN Energy Holdings downstream natural gas trading business of Limited (China) and China Petroleum & Constellation Energy Commodities Group to Chemical Corporation Macquarie Cook Energy, LLC (Australia). (2009)

(Sinopec) (China) in the pending $2.2 billion „„ Canetic Resources Trust (Canada) in its $5.5 voluntary general offer for China Gas Holdings billion acquisition by Penn West Energy Trust Limited (Hong Kong). S&C also represented (Canada). (2008) ENN Energy as borrower of a bridge facility from Citigroup (withdrawn). (2012) „„ Goldman Sachs Principal Investment Area (U.S.), as a member of the consortium which also „„ Trafigura Beheer B.V. (Netherlands) in antitrust includes Candover Partners Limited, in the $3.2 and competition law matters relating to its billion acquisition of Expro International Group $389 million acquisition of the remaining 51.7% plc (U.K.). (2008) interest of Iberian Minerals Corp. (Canada) that it did not already own. (2011–2012) „„ Tenaris (Argentina/Luxembourg) in its $1.115 billion sale of Hydril (U.S.) to General Electric „„ Electricité de Strasbourg (France) in its (U.S.). (2008) acquisition of Enerest (France) from Réseau GDS (France) for an undisclosed amount. (2011) „„ Total S.A. (France), as parent of Total E&P Canada, in the acquisition of Synenco Energy, „„ Sempra Energy (U.S.) in its agreement with Inc. (Canada). (2008) Noble Americas Gas & Power Corp. (U.S.) to sell the Sempra Energy Solutions LLC unit of „„ Tenaris (Argentina/Luxembourg) in its $2.2 its Royal Bank of Scotland Group plc (U.K.)– billion acquisition of Hydril (U.S.). (2007) Sempra global commodities joint venture for „„ Statoil ASA (Norway) in U.S. issues relating approximately $582 million. (2010) to its $29 billion acquisition of Norsk Hydro’s (Norway) oil and gas business and its $1.97 „„ BP (U.K.) in the sale of its upstream assets in the United States, Canada and Egypt to Apache billion acquisition of North American Oil Sands Corporation (U.S.), worth a total of $7 billion. Corporation (Canada). (2007) (2010)

„„ China Investment Corporation (China) in a $150 million investment in Triana Energy Investments, LLC (U.S.) by a subsidiary of China Investment Corporation and an affiliate of Morgan Stanley (U.S.). (2010)

16 Oil and Gas awards and recognitions Project Development & Finance

Baku-Tbilisi-Ceyhan (BTC) Pipeline and PNG LNG Top 10 Most Influential Project Finance Deals of the Last 20 Years &C has advised in the development of oil and gas projects IJGlobal, 2018 Sand their limited recourse financings throughout the CIC Capital Petrobras Pipeline Investment Private Equity Deal of the Year world. We have established an enviable level of expertise for Latin Lawyer, 2017 Latin America Midstream Oil & Gas Deal of the Year this type of work, which ensures our continued involvement IJGlobal, 2017 Global M&A Deal of the Year: Latin America in many of the most challenging projects in the sector. While The American Lawyer, 2017 Energy the majority of our work tends to be for sponsors/borrowers, Practice Group of the Year our industry insight also makes us an ideal choice to represent Law360, 2016 underwriters and lenders. Project Finance Group of the Year Law360, 2015

Cheniere Corpus Christi LNG % OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN OIL AND GAS Americas Deal of the Year Project Finance International, 2015 Sullivan & Cromwell 76.79% 39.29%

2nd ranking firm 43.98% 5.42% Short-list: “Projects and Energy Firm of the Year” 3rd ranking firm 40.57% 15.90% Chambers Global, 2016 4th ranking firm 38.99% 19.57%

5th ranking firm 36.60% 11.17% Oil & Gas Legal Adviser of the Year Infrastructure Journal, 2011 6th ranking firm 36.43% 12.02%

7th ranking firm 35.67% 12.72% Baku-Tbilisi-Ceyhan (BTC) Pipeline 8th ranking firm 35.63% 17.08% Deal of the Decade 9th ranking firm 32.60% 12.10% Infrastructure Journal, 2011

10th ranking firm 32.01% 12.14% Dolphin Energy gas pipeline project Source: Dealogic ProjectWare, December 2017 Oil & Gas Deal of the Year Infrastructure Journal, 2012 Project Finance International, Middle East, 2012 18 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 20 21 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 22 23 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 Petróleo Brasileiro S.A. (Petrobras), continued State Oil Company of Azerbaijan Republic Counsel to Emirates Aluminium (50% owned by (SOCAR) „„ Counsel to the consortium, which includes „„ Counsel to the lenders in $850 million financing Mubadala) in negotiations of direct agreement with KazMunayGas and the Russian Federation, in for the Cabiúnas Gas Project in Brazil Counsel to the consortium, which includes the ADNOC the financing of the Caspian Pipeline Consortium Azerbaijani state-owned oil company SOCAR, in the „„ Counsel to the lenders in $1.6 billion financing for financing of South Caucusus Pipeline and the BTC China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia) the EVM Oilfields Project in Brazil Pipeline „„ Counsel to Goldman Sachs as financial adviser to „„ Counsel to the consortium, which includes PetroChina (listed arm of China National CNOOC (China) in the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Turkish Petroleum Corporation (TPAO) Petroleum Corporation) certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in Counsel to the consortium, which includes Kazakhstan Counsel to the underwriters to PetroChina in its the Turkish state-owned oil company Türkiye „„ Counsel to the underwriters in equity offerings SEC-registered $3,900 million IPO and Reg S equity Kumul Petroleum Holdings Limited Petrolleri Anonim Ortaklığı, or TPAO, in the by CNOOC Limited offering Counsel to the consortium, including the Papua New financing of the South Caucusus Pipeline, the BTC Pipeline, the ACG/Azerbaijan “Mega- China Petroleum and Chemical Corporation Guinea state-owned oil and gas company, in the Petróleos de Venezuela S.A. (PDVSA) (Sinopec) financing of the Papua New Guinea LNG Project Structure” Full Field and the Shah Deniz gas field „„ Counsel to the consortium, comprised of „„ Counsel to the project company in $8.5 billion National Gas Company of Trinidad and Tobago sponsors Total, PDVSA and Statoil, in the Qatar Petroleum (QP) financing for the APLNG project, owned by Counsel to the project company in financing for the $4.6 billion Sincor Extra Heavy Oil Project „„ Counsel to ExxonMobil as co-sponsor/developer Conoco Phillips, Origin and Sinopec Phoenix Park natural gas processing project. The in Venezuela of the Al-Khaleej (AKG-1) gas pipeline designed „„ Counsel to the consortium comprising ENN consortium included the state-owned gas company of to transport significant quantities of gas from „„ Counsel to the the project company in the Energy Holdings Limited and Sinopec in the Trinidad and Tobago Petrozuata Extra Heavy Oil Export Project Qatar’s North Field to Kuwait $2.2 billion voluntary general offer for China Gas Oman Oil Company (OOC) sponsored by PDVSA Petróleo y Gas S.A. „„ Counsel to the lenders and underwriters to Holdings Limited (withdrawn) (Hong Kong) Counsel to Alcan as sponsor in the Sohar smelter and a Conoco Inc. affiliate Dolphin Energy in discussions with Qatar „„ Counsel to Oleoducto de Crudos Pesados in the project, partners of which included state-owned Petroleum Petróleos Mexicanos (PEMEX) acquisition of a 30% interest by Sinopec Oman Oil Company S.A.O.C. and the Abu Dhabi Yemen Gas Company Ecopetrol Water and Electricity Authority (ADWEA) „„ Counsel to the underwriters on multiple debt offerings by Petróleos Mexicanos Counsel to Yemen LNG in the $4.8 billion limited „„ Counsel to Ecopetrol with respect to its Annual Petróleo Brasileiro S.A. (Petrobras) recourse project financing of its upstream, pipeline Report on Form 20-F „„ Counsel to the consortium for $1.0 billion and two train LNG liquefaction project, shareholders „„ Counsel to CIC Capital Corp. as a member of financing of Deer Park Refinery in the of which are direct or indirect subsidiaries of Total, „„ Counsel to the consortium, which includes the purchasing consortium in Petrobras’ $5.2 United States. The consortium included a Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen Ecopetrol, in the $2.4 billion OCENSA Pipeline billion sale of a pipeline unit (The American Pemex subsidiary. Gas Co. and Yemen’s pension fund, GASSP Project Lawyer 2017 Global M&A Deal of the Year; IJGlobal 2017 Latin American Midstream Oil „„ Counsel to both the initial purchasers of „„ Counsel to the underwriters in Rule 144A/Reg S senior notes and the lenders in a senior debt offering by Ecopetrol & Gas Deal of the Year; and Latin Lawyer 2017 Private Equity Deal of the Year) secured credit facility in connection with KKR’s acquisition and leaseback of certain PEMEX assets (LatinFinance 2016 Private Equity Deal of the Year and IJGlobal 2016 Latin America M&A Deal of the Year)

24 25 &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

27 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 CIC Capital Corporation as a member of the Matters purchasing consortium in Petrobras’ $5.2 billion sale of a pipeline unit (The American Recent highlights include advising Lawyer 2017 Global M&A Deal of the Year; IJGlobal 2017 Latin American Midstream Oil & Gas Deal of the Year; and Latin Lawyer 2017 Private Equity Deal of the Year), „„ Kenmare Resources its „„ the independent directors of „„ lenders in the restructuring Morgan Stanley and other initial purchasers in a $530.8 million senior secured notes 2016 ground-breaking equity United Company RUSAL of Ennstone Quarries and offering and Crédit Agricole and other lenders in a $500 million senior secured credit raise, capital restructuring Limited in connection with the subsequent disposal and facility, each in connection with KKR’s acquisition and leaseback of certain Pemex and debt restructuring of its the restructuring of the refinancing by its controlling oil and gas infrastructure assets (LatinFinance Private Equity Deal of the Year and project finance facilities; and RUSAL Group’s $15 billion lenders IJGlobal 2016 Latin America M&A Deal of the Year); American Energy Partners in a in the 2014 restructuring of of indebtedness and other „„ a consortium of major variety of transactions, including advising American Energy – Permian Basin, LLC on its senior and junior facilities obligations oil companies in the the acquisition of 63,000 net acres of Southern Permian Basin Leasehold and 16,000 „„ RBS and Barclays in the „„ the international and MENA restructuring of Bateman BOE per day of net production from Enduring Resources for $2.5 billion; American restructuring of the Palaboro lenders in the restructuring NV as the key contractor in Energy – Utica, LLC and American Energy – Marcellus, LLC of 75,000 net acres and Mining company and its of the oil services company the Caspian Oil Fields 175 MMCFE of net production in the Southern Utica and Southern Marcellus shale international banking and Lamprell plc plays from East Resources and another private company for $1.75 billion, as well as a „„ the lending syndicate in commodity hedging facilities variety of capital raisings, including bank financings, convertible debt and high yield „„ the steering committee of the restructuring of the transactions for American Energy – Permian Basin, LLC, American Energy – Woodford, „„ BHP Billiton in the lenders in the restructuring quarrying business of LLC, American Energy – Marcellus, LLC and American Energy – Utica, LLC. We restructuring of its CP of AEA Technology Alfred McAlpine plc Programme plc the UK nuclear have also advised the Energy and Minerals Group with respect to its iron ore joint „„ Ad hoc committee of Key decommissioning business venture with Arcelor-Mittal in Baffinland and the acquisition by its portfolio company „„ international lenders in the Energy’s unsecured notes, Coronado Coal II LLC of coal assets in Logan County, West Virginia from Cliffs Natural £1.4 billion restructuring of „„ Total and StatoilHydro — led by Platinum Equity, Resources Inc. 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 subsequent insolvencies in restructuring of $1.9 billion six countries of senior debt 28 29 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of 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 30 31 Sanctions and Trade Disputes and Investigations

&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and Stransactional experience who have a background in Sinvestigations arising out of investments in, and litigation. We help our clients conduct risk-based compliance- transactions relating to, the development of natural resources, related due diligence and risk assessment, and provide our both in court and in arbitral settings. clients with solutions to compliance challenges in light of Selected In recent years, we have undertaken numerous assignments in both the findings of due diligence. In the acquisition context, we Highlights commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas assist our clients with transition planning and integration of exploitation, transportation and sales. „„ 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 lies in the natural resource industry. class action alleging that mining company against 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 sanctions laws in the United States and Europe has significantly Nevada was experiencing „„ preparing for arbitration increased in recent years. Transactions involving natural resource significant operational proceedings (eventually companies often present significant risk under these laws, in light of difficulties 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 permitting and other development requirements, there is a high degree „„ arbitration and court through their ownership of of likelihood that interaction with government officials will be necessary. proceedings for the sponsors 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 32 concession in Latin America 33 Lawyer Profiles

Stewart M. Robertson

tewart M. Robertson is head of S&C’s global Dhabi and Oman; named “Middle Eastern Oil „„ Merey Sweeny refinery project ($525 million, & Gas Deal of the Year” by PFI, “Middle East U.S.) – represented lenders and underwriters Project Development and Finance Group and S Oil & Gas Deal of the Year” by Project Finance „„ OCENSA pipeline ($2.4 billion, Colombia) – co-head of the Firm’s Energy & Natural Resources and “Global Oil & Gas Deal of the Year” by represented sponsor consortium, led by BP Group. Mr. Robertson has over 25 years of Infrastructure Journal „„ Al-Khaleej gas pipeline project (Qatar) – „„ Sincor heavy oil project ($4.6 billion, Venezuela) experience advising clients on major transactions represented ExxonMobil on structuring phase – represented sponsor consortium, led by Total, in emerging markets. He has particular expertise on the largest project financing at the time to „„ Jose oil terminal ($800 million, Venezuela) – advising on complex oil and gas, mining and successfully close in Latin America; named by represented the sponsors, led by Enbridge, before metals and other natural resource projects. IFLR as “Oil and Gas Deal of the Year” the concession was cancelled London Office „„ TOTAL on various M&A matters Phone: +44 20 7959 8555 „„ Cantarell nitrogen gas reinjection project ($1 billion, Mexico) – represented lenders Fax: +44 20 3350 2055 Mr. Robertson’s experience includes negotiating „„ YPF, Elf Aquitaine and others on their [email protected] acquisitions, dispositions, joint ventures, foreign privatisations Partner since 1996 Harvard Law School, LL.M., 1987 investments and commercial arrangements among Other Natural Resources University of Toronto Faculty of sponsors and host countries and negotiating „„ Centerra Gold on the ongoing restructuring „„ Ambatovy nickel project ($4.5 billion, Law, LL.B., 1986 financing agreements with commercial banks, of its Kumtor gold project in Kyrgyzstan Madagascar) – represented the sponsors in the largest greenfield nickel project in the world „„ Oyu Tolgoi copper and gold project ($4.4 underwriters, rating agencies, ECAs and MLAs. and the first major foreign investment in the billion, Mongolia) – represented Rio Tinto in Mr. Robertson was named amongst Law360’s Madagascar mining sector; named by PFI as the the multi-source financing of its Oyu Tolgoi 2007 “EMEA Mining Deal of the Year” Project Finance Most Valuable Players for 2016. copper and gold mining project – the largest mining project financing to sign in 2015; „„ Alumbrera copper and gold project ($1.3 billion, named “Asia-Pacific Mining Deal of the Year” Argentina) – represented the sponsors in the Selected Transactions by PFI first major foreign investment in the Argentine mining sector and one of the first major project Oil and Gas „„ Emirates Aluminium smelter project ($10 financings for an Argentine credit billion, Abu Dhabi) – represented the „„ Tengizchevroil on its $16 billion project financing „„ Yemen LNG ($4.5 billion, Yemen) – represented sponsors in the financing of the first and „„ PT Inco nickel mine expansion project ($580 for expansion of its upstream operations at the sponsor consortium, led by Total; continues to second phases of development of the largest million, Indonesia) – represented PT Inco Tengiz supergiant oilfield and its $4.5 billion advise in relation to ongoing matters; named by single-site aluminum smelter in the world; project bond expansion financing in Kazakhstan; Project Finance as “Middle East Oil & Gas Deal „„ Goro nickel project (New Caledonia) – Phase I named respectively by PFI as 2007 named “2016 European Oil & Gas Deal of the of the Year,” Asian-Counsel as “Project Finance represented Inco Limited “EMEA Industry Deal of the Year” and Phase Year” by Project Finance International Deal of the Year” and Infrastructure Journal as II as 2013 “Middle East Industrial; Deal of „„ Las Bambas copper concession (Peru) – “Global Deal of the Year” and “Oil & Gas Deal of „„ Baku-Tbilisi-Ceyhan (BTC) oil pipeline project the Year” represented Xstrata on its successful acquisition the Year” ($3.9 billion, Azerbaijan-Georgia-Turkey) – „„ Sohar smelter project (Oman) – represented represented sponsor consortium, led by BP, on „„ Dolphin Energy Limited ($4.1 billion, Alcan on its participation the original financing, and recently advised on Qatar-UAE) – represented the bank lenders the $1.630 billion refinancing; named by Project and underwriters on the limited recourse Recognitions Finance International as “EMEA Oil Deal of refinancing of Dolphin and subsequent further „„ Mr. Robertson is regularly recognised as a leading lawyer by a number of publications, including the Year,” Infrastructure Journal as “Deal of the financing in the bond market, including a $863 Chambers Global, Chambers UK, The Legal 500 United Kingdom, Law360, IFLR1000 and Year” and “Deal of the Decade”, Project Finance million senior debt financing that closed in Latin Lawyer. as 2004 “European Oil & Gas Deal of the Year” November 2015. Dolphin produces gas offshore and IFLR as “Project Finance Deal of the Year” Qatar and transports and sells it in Dubai, Abu „„ Mr. Robertson is named as a “Foreign Expert” for Middle East-wide projects in Chambers Global 2016.

34 35 Lawyer Profiles

Craig D. Jones Inosi M. Nyatta

raig Jones is a partner in the Firm’s English nosi Nyatta is a partner in Sullivan & Claw group. Craig has wide experience ICromwell’s Finance & Restructuring Group acting for both borrowers and lenders in a and is co-head of the Firm’s Energy & Natural broad range of financing transactions spanning Resources Group. She advises clients on a broad leveraged finance, asset finance and project range of financing transactions, including project finance as well as more traditional syndicated financings, capital markets offerings and cross- bank lending. He has deep experience in the border financings. natural resources sector, as well as extensive London Office New York Office Ms. Nyatta has acted for a cross-section of Phone: +44 20 7959 8488 restructuring experience. Phone: +1 212 558 7822 Fax: +44 20 3350 2088 Fax: +1 212 291 9781 sponsor, financial institution and corporate [email protected] [email protected] clients in oil and gas, power, financial, mining, Partner since 2005 Partner since 2011 University of Oxford, M.A. 1999 The Faculty of Law, University infrastructure, consumer and other sectors in the College of Law, London, L.P.C. 1994 of Oxford, B.C.L., 2001 United States, Europe, Africa, Latin America and University of Oxford, B.A. 1993 New York University School of Law, LL.M., 2000 elsewhere. She also has experience in a range of University of Nairobi, LL.B., 1998 corporate transactions, including mergers and Natural Resources acquisitions, private equity investments, joint „„ Baku–Tbilisi–Ceyhan Pipeline Company on the „„ the construction contracts for a gold mine $1.630 billion refinancing of the BTC Pipeline proposed to be developed in Russia (details venture arrangements and project development confidential) „„ South Stream Transport B.V. in connection with arrangements. Ms. Nyatta’s securities offering the construction of the offshore, sub-sea section „„ the State Oil Company of the Azerbaijan Republic experience includes debt and equity offerings of the planned South Stream gas pipeline (SOCAR) on the development of the Trans- under Rule 144A and Regulation S, exchange Anatolian pipeline „„ Kinross Gold Corporation in connection with offers and project bonds. the planned expansion of its Tasiast goldmine in „„ Baku–Tbilisi–Ceyhan Pipeline Company on the Mauritania original financing arrangements for the BTC pipeline Ms. Nyatta was the pro bono coordinator in the „„ EPC and other construction contracts for Firm’s London office and is a member of the a proposed gold mine in Turkey (details „„ BP plc on the reorganisation of certain of its confidential) upstream assets Firm’s Diversity Committee. She was assigned to

Restructuring / Refinancing and Other Finance the London office from 2006 through 2010 and relocated to New York in 2011. Ms. Nyatta has „„ hibu Group on the restructuring of its entire „„ Whitehall, the Goldman Sachs real estate fund, capital structure on several refinancing transactions been recognized for her work in project finance

„„ the Co-ordinating Committee of Creditors on the „„ the Goldman Sachs European Special Situations by Chambers USA, The Legal 500 United States, global restructuring of Abengoa Group on a number of joint venture financings IFLR1000 and Law360. Ms. Nyatta is chair of „„ Coca-Cola Hellenic Bottling Company on its „„ Rhône Capital LLC on the financing the Africa Sub-Committee of the Cyrus R. Vance redomiciliation arrangements for the acquisition of the CSM Center for International Justice. business „„ Atlantic the Palm on its debt refinancing „„ the lenders on the financing of the Domestic and 36 General Group by CVC 37 Lawyer Profiles

Inosi M. Nyatta, continued

Selected Transactions

Oil & Gas, Energy and Other Natural Resources

„„ Cheniere Corpus Christi Holdings, a wholly „„ Advice in connection with the OCP pipeline „„ Sumitomo Corporation and Sumitomo Metal „„ Atlas Iron Limited, an iron ore producer in owned subsidiary of Cheniere Energy, Inc., in project in Ecuador, and advice to OCP in Mining Co. Ltd., as sponsors, in the Cerro Verde Australia, in connection with its $325 million the financing of its LNG development in Corpus connection with the $385 million acquisition II Project (Peru) – an $850 million copper Term Loan B and revolving financing facilities. Christi, Texas. by Sinopec (China) of a 30% interest in OCP, mining expansion financing. „„ Barrick Gold Corporation, a Canadian mining including the assignment of transportation and „„ Project Finance International Americas „„ 2005 Project Finance Deal of the Year by company, in the financing of its approximately other rights. Deal of the Year 2015 Latin Lawyer $7.3 billion acquisition of Equinox Minerals „„ Statoil Fuel & Retail ASA, a fuel retailer with Limited. „„ IJGlobal North America LNG Deal of the „„ Latin American Mining Deal of the Year for operations in Scandinavia and Central and Year 2005 by Project Finance „„ Canada Pension Plan Investment Board in the Eastern Europe, in its initial public offering and $1.8 billion acquisition of Transelec, the largest „„ Cameron LNG, LLC, the project company, in Oslo Stock Exchange listing. „„ Sumitomo Corporation and Sumitomo Metal electricity transmission company in Chile. connection with the development and financing Mining Co. Ltd. in their equity investment in the „„ South African Independent Power Project office of its LNG development in Louisiana, USA. Ojos copper mine in Chile. „„ The special committee of Southern Union in connection with its coal and renewables Company on financing matters in connection „„ Highly Commended: Financial Times North projects procurement program. „„ Minera Escondida Limitada, the project with its $9.4 billion merger with Energy Transfer America Innovative Lawyers 2014, Finance company, in a number of syndicated financings „„ Eskom, the South African electricity utility, on its Equity, L.P. with commercial banks and export credit „„ Australia Pacific LNG, the project company, in US$800 million financing from the U.S. Export- agencies for expansions of the Escondida copper „„ TerraForm Power and TerraForm Global in connection with the $8.5 billion dollar project Import Bank for its Kusile power project in South mine in Chile. their sale to Brookfield (Canada) and a related financing for its groundbreaking coal seam gas to Africa. settlement of claims with parent SunEdison. LNG development on Curtis Island, Queensland, „„ Renard Diamond Project – advising the sponsor „„ Eskom, the South African electricity utility, on Australia. and project company in connection with the „„ The Financial Times Innovation in Legal the initial financing for the $10 billion Medupi financing of the Renard Diamond Project in Expertise: Managing Complexity and Scale „„ Project Finance International Asia-Pacific energy project in South Africa. Quebec, Canada. 2017 Oil & Gas Deal of the Year 2012 „„ Eskom on its Coega LNG/Power project in the „„ Minera Yanacocha S.R.L., the project company, „„ Standout: Financial Times US Innovative Eastern Cape region of South Africa. in connection with the financing of the gold-rich Lawyers 2012, Energy „„ Ambatovy nickel and cobalt project – advising copper deposit Conga project in Peru. „„ An LNG project in Nigeria. the sponsors and project company in connection with the $4.52 billion Ambatovy project in Madagascar (named EMEA Mining Deal of the Year 2007 by PFI).

38 39 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. 49-51 rue La Boétie 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: +32-2896-8000 Telephone: +1 650 461 5600 Facsimile: +32-2896-8099 Facsimile: +1 650 461 5700 Boulevard du Régent 35 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

41 S&C Resources

We offer a number of value-added services, including the following:

S&C Client Alerts, ongoing analysis of statutory, regulatory, judicial and other developments through S&C’s S&C Client Alerts issuance of regular client memoranda on a variety of legal topics significant to our clients across a breadth of practice areas and industries.

S&C DealPortal, our corporate governance and M&A-focused blog, provides fresh news, perspectives and intelligence on governance and M&A topics and is a go-to resource for corporate deal makers, investment bankers, deal journalists, lawyers and others.

M&A and Corporate Governance M&A and Corporate Hot Topics, provide thoughtful analyses of M&A and Governance Hot Topics governance developments on a quarterly basis.

Tax Reform Today, focused on keeping clients and others informed of the proposals and possibilities of Tax Reform Today U.S. tax reform.

Legal Developments Affecting the Legal Developments Workplace, dedicated to the rapidly changing areas of labor and employment law, whistleblower rights and Affecting the Workplace workplace investigations.

FCPA Clearinghouse, a collaboration between S&C and Stanford Law School, is a public database that aggregates and curates source documents and provides analytic tools relating to enforcement of the Foreign Corrupt Practices Act.

AML & Sanctions Watchlist, dedicated AML & Sanctions to developments in the BSA/AML and OFAC areas as they occur, with an emphasis on the relationship of those Watchlist developments to broader trends in AML and sanctions enforcement and compliance.

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