Experience in the Oil and Gas Industry “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 The LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas 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
&C has been involved in the structuring and financing awards and recognitions Sof some of the largest and most complex LNG projects Band 1 Projects: LNG – Nationwide ...... Chambers USA, 2016 ever undertaken. Our experience in LNG and gas projects Cheniere Corpus Christi LNG The largest single project financing in the United States extends from drafting and negotiating shareholder Americas Deal of the Year ...... Project Finance International North America LNG Deal of the Year ...... IJ Global arrangements, SPAs, shipping contracts, and construction and Cameron LNG operating arrangements to negotiating and drafting limited One of the largest single project financings in the United States
Project Finance Deal of the Year 2014: Americas...... IFLR U.S. recourse financings. Deal of the Year 2014: Americas...... Trade Finance
Highly commended: “Innovation in Finance Law” 2014. . . . FT Innovative Lawyers North America Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken
Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International
“Earns plaudits for its LNG practice.” Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance
Chambers Global, 2015 Standout Energy Deal...... FT US Innovative Lawyers
Best Project Finance Deal...... Finance Asia
PNG LNG The world’s then largest-ever energy markets project financing
Global Deal of the Year 2010...... Infrastructure Journal
Asia Pacific Deal of the Year...... Project Finance International
Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance
Energy Projects: Oil & Gas Team of the Year 2010...... Chambers USA Award for Excellence Yemen LNG The first large-scale project financing in Yemen
Global Deal of the Year 2008...... Infrastructure Journal
Oil & Gas Deal of the Year ...... Infrastructure Journal
Middle East Oil & Gas Deal of the Year 2008...... Project Finance
Middle East Oil & Gas Deal of the Year...... Project Finance International 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 Selected oil and gas m&a transactions
Enbridge Inc. (Canada) American Energy Partners, and 100% of TgP’s operator Scompanies and their financial advisers in mergers in its $43 billion pending LP, in their agreement to company for approximately acquisition of Spectra Energy acquire 75,000 net acres $607 million. (2014) Corp. (U.S.). (2016) and 175 mmcfe per day of net and acquisitions in the oil and gas sector. We have had the Consortium comprising Italian production in the southern Columbia Pipeline Group, operator SNAM (45%), GIC, Utica and southern Marcellus privilege of working on landmark transactions that have Inc. (U.S.) in its $13 billion the Singaporean sovereign Shale plays from East acquisition by TransCanada fund (35%) and EDF (France) Resources, Inc. (U.S.) and an Corporation. (2016) (20% through its dedicated helped shape the industry, and our expertise in this field will unnamed private company for assets fund), in the $3.3 billion CIC Capital (China) as a $1.75 billion. (2014) (€2.4 billion) acquisition of be invaluable on any oil and gas industry transaction. member of a consortium led American Energy – Permian Transport et Infrastructures by Brookfield in a pending Basin, LLC, an affiliate of Gaz France (France) from $5.2 billion acquisition of a American Energy Partners, Total S.A. (France). (2013) 90% stake in the natural gas LP (U.S.), in its agreement to pipeline unit of Petrobras Borealis Infrastructure acquire approximately 63,000 (Brazil). (2016) (Canada) and Ontario net acres of leasehold in the Teachers’ Pension Plan UIL Holdings Corporation southern Permian Basin, Texas Board (Canada) in the sale (U.S.) in its $4.6 billion from affiliates of Enduring of Express Pipeline System acquisition by Iberdrola USA, Resources, LLC (U.S.) for to Spectra Energy as part of and simultaneous renaming $2.5 billion. (2014) “Sullivan & Cromwell is a a $1.49 billion transaction. to AVANGRID and listing on Repsol (Spain) as U.S. counsel (2013) NYSE. (2015) in its agreement with Talisman dominant force in the energy Deutsche Bank AG (Germany) Reservoir Capital (U.S.) Energy (Canada) to acquire and Goldman Sachs & Co. in the establishment of a 100% of the shares of Talisman (U.S.) as financial advisers to world at large.” $100 million joint venture to for US$8.3 billion. (2014) CVR Energy, Inc. (U.S.) in the acquire oil and gas mineral Canada Pension Plan $2.7 billion unsolicited tender Chambers USA, 2011 interests in Oklahoma, Texas Investment Board (Canada) offer by Icahn Enterprises L.P. and North Dakota. (2015) in a series of transactions (U.S.). (2012) Castleton Commodities pursuant to which it acquired BHP Billiton (Australia) in International LLC (U.S.) a substantial minority stake its $15.1 billion acquisition in its definitive agreement in Transportadora de Gas of Petrohawk Energy to acquire Morgan Stanley’s del Perú S. A. (TgP) (Peru), Corporation (U.S.). (2011) Global Oil Merchanting including its approximately Energy and Services Deal of business. (2015) $200 million acquisition of the Year – Atlas Awards 2012 a 10.4% stake from Graña y Suncor Energy Inc. (Canada) Consortium comprising ENN in its $4.6 billion acquisition of Montero S.A.A. (Peru) and in Energy Holdings Limited Canadian Oil Sands. (2015) its additional acquisition of a 23.6% stake from Tecpetrol (China) and China Petroleum American Energy – Utica, International S.A. (Argentina) & Chemical Corporation LLC and American Energy – (Sinopec) (China) in the Marcellus, LLC, affiliates of pending $2.2 billion voluntary
14 15 Oil and Gas
Mergers & Acquisitions continued
general offer for China Gas Sempra Energy (U.S.) in its Tenaris (Argentina/ Holdings Limited (Hong agreement with J.P. Morgan Luxembourg) in its $2.2 Kong). S&C also represented Ventures Energy Corporation billion acquisition of Hydril ENN Energy as borrower of a (U.S.) to sell the global metals (U.S.). (2007) bridge facility from Citigroup and oil and European power Statoil ASA (Norway) in U.S. (withdrawn). (2012) and gas businesses of its global issues relating to its $29 billion commodities joint venture Trafigura Beheer B.V. acquisition of Norsk Hydro’s with RBS. (2010) (Netherlands) in antitrust (Norway) oil and gas business and competition law matters Vallourec SA (France) in its and its $1.97 billion acquisition relating to its $389 million $201 million acquisition of of North American Oil Sands acquisition of the remaining Serimax SAS (France). (2010) Corporation (Canada). (2007) 51.7% interest of Iberian Constellation Energy Inpex Corporation (Japan) in Minerals Corp. (Canada) that it (U.S.) in the sale of its its $3.074 billion acquisition of did not already own. (2011–2012) international commodities Teikoku Oil Co., Ltd. (Japan) Electricité de Strasbourg business to an affiliate of (2006) (France) in its acquisition Goldman Sachs (U.S.) and in Occidental Petroleum of Enerest (France) from the sale of the downstream Corp. (U.S.) in its $3.8 Réseau GDS (France) for an natural gas trading business billion acquisition of Vintage undisclosed amount. (2011) of Constellation Energy Petroleum Inc. (U.S.). (2006) Commodities Group to Sempra Energy (U.S.) in Macquarie Cook Energy, LLC Oleoducto de Crudos its agreement with Noble (Australia). (2009) Pesados (Ecuador) in Americas Gas & Power Corp. the acquisition of a 30% (U.S.) to sell the Sempra Canetic Resources Trust interest by China Petroleum Energy Solutions LLC unit (Canada) in its $5.5 billion & Chemical Corporation of its Royal Bank of Scotland acquisition by Penn West (Sinopec). (2006) Group plc (U.K.)–Sempra Energy Trust (Canada). (2008) global commodities joint Smedvig ASA (Norway) in Goldman Sachs Principal venture for approximately its $2.3 billion acquisition by Investment Area (U.S.), as $582 million. (2010) SeaDrill Ltd. (Norway). (2006) a member of the consortium BP (U.K.) in the sale of its which also includes Candover BP Amoco in its $1.5 billion upstream assets in the United Partners Limited, in the $3.2 acquisition of Vastar States, Canada and Egypt to billion acquisition of Expro Resources, Inc. (2000) Apache Corporation (U.S.), International Group plc (U.K.). BP Amoco (U.K.) in its worth a total of $7 billion. (2008) $27 billion acquisition of (2010) Tenaris (Argentina/ ARCO (U.S.) and subsequent China Investment Luxembourg) in its $1.115 $6.5 billion sale of ARCO’s Corporation (China) in a $150 billion sale of Hydril (U.S.) to Alaskan assets (U.S.) to million investment in Triana General Electric (U.S.). (2008) Phillips Petroleum Company Energy Investments, LLC (U.S.). (2000) Total S.A. (France), as parent (U.S.) by a subsidiary of China of Total E&P Canada, in the BP in its $55 billion merger Investment Corporation and acquisition of Synenco Energy, with Amoco. (1999) an affiliate of Morgan Stanley Inc. (Canada). (2008) (U.S.). (2010) 16 Oil and Gas
Project Development & Finance
&C has advised in the development of oil and gas projects awards and recognitions and their limited recourse financings throughout the S 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 Cheniere 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, 2016 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 76.19% 36.19% Infrastructure Journal, 2011 2nd ranking firm 43.51% 4.87%
3rd ranking firm 40.23% 14.38% Australia Pacific LNG (APLNG)
4th ranking firm 39.30% 20.64% Oil & Gas Deal of the Year Project Finance International, 2012 5th ranking firm 36.99% 10.78%
6th ranking firm 35.82% 12.28% Dolphin Energy gas pipeline project 7th ranking firm 33.76% 16.97% Oil & Gas Deal of the Year 8th ranking firm 32.83% 11.87% Infrastructure Journal, 2012 9th ranking firm 31.59% 13.45% Project Finance International, Middle East, 2012
10th ranking firm 30.57% 12.53% PNG LNG Source: Dealogic ProjectWare, March 2016 Global Deal of the Year Infrastructure Journal, 2011
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 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
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 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 its the independent directors of lenders in the restructuring net acres of Southern Permian Basin Leasehold and 2016 ground-breaking equity United Company RUSAL of Ennstone Quarries and 16,000 BOE per day of net production from Enduring raise, capital restructuring Limited in connection with the subsequent disposal and Resources for $2.5 billion; American Energy – Utica, LLC and debt restructuring of its the restructuring of the refinancing by its controlling project finance facilities; and RUSAL Group’s $15 billion lenders and American Energy – Marcellus, LLC of 75,000 net in the 2014 restructuring of of indebtedness and other a consortium of major acres and 175 MMCFE of net production in the Southern its senior and junior facilities obligations oil companies in the Utica and Southern Marcellus shale plays from East RBS and Barclays in the the international and MENA restructuring of Bateman Resources and another private company for $1.75 billion, restructuring of the Palaboro lenders in the restructuring NV as the key contractor in as well as a variety of capital raisings, including bank Mining company and its of the oil services company the Caspian Oil Fields international banking and Lamprell plc financings, convertible debt and high yield transactions for the lending syndicate in commodity hedging facilities American Energy – Permian Basin, LLC, American Energy the steering committee of the restructuring of the BHP Billiton in the lenders in the restructuring quarrying business of – Woodford, LLC, American Energy – Marcellus, LLC and restructuring of its CP of AEA Technology Alfred McAlpine plc American Energy – Utica, LLC. We have also advised the Programme plc the UK nuclear Ad hoc committee of Key Energy and Minerals Group with respect to its iron ore decommissioning business international lenders in the Energy’s unsecured notes, joint venture with Arcelor-Mittal in Baffinland and the £1.4 billion restructuring of Total and StatoilHydro — led by Platinum Equity, acquisition by its portfolio company Coronado Coal II LLC the international oil refiner as sponsors of the Sincor/ in connection with Key’s of coal assets in Logan County, West Virginia from Cliffs Petroplus AG and the PetroCedeño project, in the prepackaged Chapter 11 subsequent insolvencies in restructuring of $1.9 billion Natural Resources Inc. 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 Contacts
Americas EMEA Werner F. Ahlers Daryl A. Libow Nikolaos G. Andronikos Stewart M. Robertson Partner since 2014 Partner since 1994 Partner since 2002 Partner since 1996 New York Office Washington, D.C. Office London Office London Office Phone: +1 212 558 1623 Phone: +1 202 956 7650 Phone: +44 20 7959 8470 Phone: +44 20 7959 8555 Fax: +1 212 291 9201 Fax: +1 202 956 6973 Fax: +44 20 3350 2007 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *M&A, Project Finance *Litigation, Antitrust *Capital Markets, Project Finance, Joint ventures *Project Finance, Capital Markets, Joint Ventures
Robert E. Buckholz Christopher L. Mann Chris Beatty Vanessa K. Blackmore Partner since 1987 Partner since 1998 Partner since 2015 Partner since 2006 New York Office New York Office London Office London Office Phone: +1 212 558 3876 Phone: +1 212 558 4625 Phone: +44 20 7959 8505 Phone: +44 20 7959 8480 Fax: +1 212 291 9018 Fax: +1 212 291 9092 Fax: +44 20 3350 2047 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, M&A *Leveraged Finance, Capital Markets *capital markets
Asia and Australia Robert G. DeLaMater Inosi M. Nyatta Kathryn A. Campbell Garth W. Bray Partner since 1992 Partner since 2011 Partner since 1997 Partner since 2001 New York Office New York Office London Office Hong Kong Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8580 Phone: +852 2826 8691 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2080 Fax: +852 2826 1766 [email protected] [email protected] [email protected] [email protected] *M&A, Capital Markets *Leverage Finance, Project Finance, Capital Markets *Capital Markets *M&A, Capital Markets
John E. Estes Joseph E. Neuhaus Krystian Czerniecki Jamieson J. Logie Partner since 2002 Partner since 1992 Partner since 2004 Partner since 2001 New York Office New York Office Frankfurt Office Hong Kong Office Phone: +1 212 558 4349 Phone: +1 212 558 4240 Phone: +49 69 4272 5525 Phone: +852 2826 8616 Fax: +1 212 291 9049 Fax: +1 212 291 9105 Fax: +49 69 4272 5210 Fax: +852 2522 2280 [email protected] [email protected] [email protected] [email protected] *Leverage Finance, Project Finance *arbitration, Disputes *Capital Markets *Project Finance, Joint ventures
Sergio J. Galvis Kenneth M. Raisler Craig Jones Chun Wei Partner since 1991 Partner since 1994 Partner since 2005 Partner since 1997 New York Office New York Office London Office Hong Kong Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Phone: +44 20 7959 8488 Phone: +852 2826 8666 Fax: +1 212 291 9062 Fax: +1 212 291 9118 Fax: +44 20 3350 2088 Fax: +852 2522 2295 [email protected] [email protected] [email protected] [email protected] *M&A, Project Finance, Capital Markets *Commodities, Futures and Derivatives *Project Finance, Joint ventures, Leveraged Finance *M&A, Capital Markets
David J. Gilberg George J. Sampas Tim Emmerson Partner since 1996 Partner since 2000 Partner since 2007 New York Office New York Office London Office Phone: +1 212 558 4680 Phone: +1 212 558 4945 Phone: +44 20 7959 8595 Fax: +1 212 291 9063 Fax: +1 212 291 9131 Fax: +44 20 3350 2095 [email protected] [email protected] [email protected] *Commodities, Futures and Derivatives *M&A, Private Equity *M&A, Joint Ventures
34 35 S&C Offices Worldwide
www.sullcrom.com New York London Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 125 Broad Street 1 New Fetter Lane New York, NY 10004-2498 London EC4A 1AN U.S.A. England
Washington, D.C. Paris Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 1700 New York Avenue, N.W. 24, rue Jean-Goujon Suite 700 75008 Paris Washington, D.C. 20006-5215 France U.S.A. Frankfurt Los Angeles Telephone: +49 69 4272 5200 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 1888 Century Park East 60311 Frankfurt am Main Los Angeles, CA 90067-1725 Germany U.S.A. Melbourne Palo Alto Telephone: +61 3 9635 1500 Telephone: +1 650 461 5600 Facsimile: +61 3 9654 2422 Facsimile: +1 650 461 5700 101 Collins Street 1870 Embarcadero Road Melbourne 3000 Victoria Palo Alto, CA 94303-3308 Australia U.S.A. Sydney Beijing Telephone: +61 2 8227 6700 Telephone: +86 10 5923 5900 Facsimile: +61 2 8227 6750 Facsimile: +86 10 5923 5950 The Chifley Tower Suite 501, China World Office 1 2 Chifley Square One Jian Guo Men Wai Avenue Sydney, New South Wales 2000 Beijing 100004 Australia China
Hong Kong Telephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong
Tokyo Telephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan
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