Premier Natural Resources Firm “They Go to Great Lengths to Understand Your Industry, Business and Specific Objectives

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

CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES Premier Natural Resources Firm

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

Private Equity

Restructuring

Commodities, Futures & Derivatives

Tax

“This ‘well rounded, well co-ordinated’ Sanctions and Trade

Disputes and Investigations team continues to work on large,

OUR INDUSTRIES complex projects and maintains its Oil and Gas —— Upstream traditional strength in the oil and —— Pipelines —— LNG

gas and mining sectors.” —— Downstream

CHAMBERS UK 2013 Mining and Metals

2 3 Oil and Gas

&C has significant and varied experience advising clients S&C’s standing in the industry is reflected in the number of major companies it has represented, both directly and in Sin the oil and gas sector. Our depth of understanding consortia, including: of the oil and gas industry means our lawyers’ advice is AEC (Alberta Energy) Imperial Oil Limited always orientated towards the achievement of our clients’ American Energy INPEX Corporation Partners, LP business objectives. We provide tailored solutions informed Kerr-McGee BG Group plc Nigeria LNG Limited by market knowledge. BHP Billiton Petroleum Nippon Oil

BP plc Oleoducto Central S.A.

Cheniere Energy (OCENSA)

Chevron Corporation Oil Search Limited

ConocoPhillips PDVSA

Devon Energy Repsol

Enbridge Inc. Royal Dutch Shell Group

EnCana Corp. SeaDrill Limited

Eni S.p.A. Sempra Energy “Oil & Gas Legal Adviser of the Year” ExxonMobil Corporation Statoil ASA Hess Corporation Total S.A. INFRASTRUCTURE JOURNAL 2011 Hovensa LLC TransCanada

Hunt Oil Woodside Petroleum Ltd.

4 5 Oil and Gas

MERGERS & ACQUISITIONS

&C has an extensive record advising acquirers, target REPRESENTATIVE OIL AND GAS M&A TRANSACTIONS companies and their financial advisers in mergers American Energy – Permian Consortium comprising Italian Consortium comprising ENN S Basin, LLC, an affiliate of operator SNAM (45%), GIC, Energy Holdings Limited American Energy Partners, the Singaporean sovereign (China) and China Petroleum and acquisitions in the oil and gas sector. We have had the LP (U.S.), in its agreement to fund (35%) and EDF (France) & Chemical Corporation acquire approximately 63,000 (20% through its dedicated (Sinopec) (China) in the privilege of working on landmark transactions that have net acres of leasehold in the assets fund), in the $3.3 billion pending $2.2 billion voluntary southern Permian Basin, Texas (€2.4 billion) acquisition of general offer for China Gas from affiliates of Enduring Transport et Infrastructures Holdings Limited (Hong helped shape the industry, and our expertise in this field is Resources, LLC (U.S.) for $2.5 Gaz France (France) from Kong). S&C also represented billion (2014) Total SA (France) (2013) ENN Energy as borrower of a invaluable in any oil and gas industry transaction. bridge facility from Citigroup American Energy – Utica, Electricité de Strasbourg (withdrawn) (2012) LLC and American Energy – (France) in its acquisition Marcellus, LLC, affiliates of of Enerest (France) from Trafigura Beheer B.V. American Energy Partners, Réseau GDS (France) for an (Netherlands) in antitrust LP, in their agreement to undisclosed amount (2011) and competition law matters acquire 75,000 net acres relating to its $389 million Borealis Infrastructure and 175 mmcfe per day of net acquisition of the remaining (Canada) and Ontario production in the southern 51.7% interest of Iberian Teachers’ Pension Plan Utica and southern Marcellus Minerals Corp. (Canada) that it Board (Canada) in the sale Shale plays from East did not already own (2011–2012) “Sullivan & Cromwell is a of Express Pipeline System Resources, Inc. (U.S.) and an to Spectra Energy as part of Sempra Energy (U.S.) in unnamed private company for a $1.49 billion transaction its agreement with Noble dominant force in the energy $1.75 billion (2014) (2013) Americas Gas & Power Corp. Canada Pension Plan (U.S.) to sell the Sempra Deutsche Bank AG world at large.” Investment Board (Canada) Energy Solutions LLC unit (Germany) and Goldman in a series of transactions of its Royal Bank of Scotland CHAMBERS USA 2011 Sachs & Co. (U.S.) as financial pursuant to which it acquired Group plc (U.K.)–Sempra advisers to CVR Energy, a substantial minority stake global commodities joint Inc. (U.S.) in the $2.7 billion in Transportadora de Gas venture for approximately unsolicited tender offer by del Perú S. A. (TgP) (Peru), $582 million (2010) Icahn Enterprises L.P. (U.S.) including its approximately (2012) BGP Inc. (China) in its $200 million acquisition of agreement to acquire a a 10.4% stake from Graña y BHP Billiton (Australia) in controlling interest in an oil and Montero S.A.A. (Peru) and in its $15.1 billion acquisition gas exploration equipment joint its additional acquisition of a of Petrohawk Energy venture with ION Geophysical 23.6% stake from Tecpetrol Corporation (U.S.) (2011) Corp (U.S.) and also to acquire International S.A. (Argentina) Energy and Services Deal of approximately 19.9% of ION’s and 100% of TgP’s operator the Year – Atlas Awards 2012 listed common stock and company for approximately arrange for recapitalization of $607 million (2014) its debt (2010)

6 7 Oil and Gas

MERGERS & ACQUISITIONS continued

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

8 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE

&C has advised in the development of oil and gas projects AWARDS AND RECOGNITIONS Sand their limited recourse financings throughout the world. We have established an enviable level of expertise for Short-list: “Projects and Energy Firm of the Year” Chambers Global, 2014 this type of work, which ensures our continued involvement in many of the most challenging projects in the sector. While Oil & Gas Legal Adviser of the Year the majority of our work tends to be for sponsors/borrowers, Infrastructure Journal, 2011 our industry insight also makes us an ideal choice to represent Baku-Tbilisi-Ceyhan (BTC) Pipeline underwriters and lenders. Deal of the Decade Infrastructure Journal, 2011

Australia Pacific LNG (APLNG) % OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN OIL AND GAS Oil & Gas Deal of the Year Sullivan & Cromwell 75.53% 35.11% Project Finance International, 2012 2nd ranking firm 44.71% 4.10% 3rd ranking firm 40.22% 19.93% Dolphin Energy gas pipeline project 4th ranking firm 37.81% 13.44% Oil & Gas Deal of the Year 5th ranking firm 37.60% 10.53% Infrastructure Journal, 2012 6th ranking firm 35.02% 11.78% Project Finance International, Middle East, 2012 7th ranking firm 33.48% 15.73% 8th ranking firm 33.13% 12.24% PNG LNG 9th ranking firm 30.92% 10.77% Global Deal of the Year 10th ranking firm 30.19% 11.00% Infrastructure Journal, 2011 Source: Dealogic ProjectWare, January 1, 1994 – March 19, 2014

10 Oil and Gas

PROJECT DEVELOPMENT AND FINANCE continued

ASIA

Australia Australia Pacific LNG Project

Moomba to Sydney Pipeline CARIBBEAN/LATIN AMERICA North West Shelf LNG Project Brazil New Zealand Cabiúnas Gas Project Maui Gas Field EVM Gas Project Papua New Guinea Malhas Oil Project Kutubu Petroleum Project and Pipeline Chile PNG LNG Project Cape Horn Methanol Gas Andes Pipeline

CENTRAL EURASIA MIDDLE EAST/AFRICA NORTH AMERICA Colombia Azerbaijan/Georgia/Russia Arabian Gulf Canada Oleoducto Central Crude Oil Pipeline (Ocensa) ACG/Azeri “Early Oil” phase of Full Field Development Al-Khaleej Gas Project Alliance Pipeline Ecuador Azerbaijan Caspian Sea, Azeri, Chirag and Dolphin Energy Project Northern Border Pipeline Company Heavy Crude Pipeline (OCP) Deep-water Guneshli “Mega-Structure” Egypt United States Mexico Azerbaijan/Georgia/Turkey Confidential Project Alaska Natural Gas Pipeline Project Cantarell Nitrogen Reinjection Project Baku-Tbilisi-Ceyhan Pipeline (BTC) Cameron LNG Mozambique Peru Shah Deniz and SCP Pipeline Project Corpus Christi LNG Panda Gas Pipeline Project Camisea Gas Project Kazakhstan Freeport LNG Caspian Pipeline Consortium Nigeria Deer Park Refining L.P. Trinidad and Tobago Nigeria LNG Tengizchevroil (TCO) Expansion Frontier Pipeline Company Phoenix Park Gas Processors Plant Port Arthur Refinery Project Russia Qatar US Virgin Islands Confidential Petrochemical Project Sweeny, Texas Refinery Caspian Pipeline Consortium HOVENSA (USVI) Refinery Project and Refinancing Tyumen Offtake Matters Saudi Arabia Venezuela Russia/Bulgaria/Southern and Saudi Gas Initiative José Terminal Central Europe South Africa Mariscal Sucre LNG South Stream Pipeline Coega Project Petrozuata Extra Heavy Oil Project Pigap II Turkmenistan Yemen Sincor Extra Heavy Oil Project and Subsequent Turkmenistan Upstream Yemen LNG Project Restructuring

12 13 Oil and Gas

UPSTREAM

&C’s deep industry experience includes significant Supstream projects, many in challenging emerging markets. This work extends from the structuring and negotiation of host country and commercial arrangements for greenfield projects to their eventual limited recourse financings.

SELECTED PROJECTS ACG/Azerbaijan Dolphin Energy — Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects “Mega-Structure” (2004) Qatar/UAE (2009 and 2012) S&C represented the sponsor (2004, ongoing) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C is international finance development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TOTAL, PDVSA counsel to Tengizchevroil LLP, facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion a limited liability partnership please see “Oil and Gas – LNG” and Deep-water Gunashli “mega- financing, a project heralded as project to develop, produce, involving affiliates of beginning on page 16. structure” offshore Azerbaijan and much for its complexity as its upgrade and export extra heavy ChevronTexaco, ExxonMobil, the Australia Pacific LNG (2012) involves developing the Central size. The project, the Middle crude oil from the Orinoco River Government of Kazakhstan and Azeri portion of the Azeri field, East’s largest cross-border gas belt in Venezuela, in the largest Lukoil, that raised $4.4 billion in PNG LNG (2010) including the construction of a project, produces gas from the project financing at the time to senior secured debt, comprising Yemen LNG (2008) new production platform, a gas North Field in Qatar, the world’s successfully close in Latin America. $1.1 billion in senior secured compression and water-injection largest non-associated gas field, The project, structured as an notes issued under Rule 144A/ platform and subsea oil and and then transports and sells the unincorporated joint venture, was Regulation S and $3.3 billion gas pipelines. The ACG Phase 1 gas to customers in Dubai, Abu named by IFLR as “Oil and Gas of senior secured debt provided Project followed the successful Dhabi and Oman. The financing Deal of the Year”. by partner co-lenders. Proceeds initial “Early Oil” component of included a $1.25 billion project of the offering and loans were the development of the Azeri, bond, a $1.142 billion commercial used for the expansion of TCO’s Chirag and Deep-water Gunashli bank debt tranche (involving upstream operations at the Tengiz “mega-structure”, which was the participation of 22 banks), supergiant oil field in Kazakhstan. financed in 1998. a $218 million SACE-backed The financing was then the largest export credit tranche and senior oil and gas project bond ever and co-lending by certain of project the second-largest oil and gas sponsors, Mubadala Development project financing of any type (the Company, Total and Occidental. largest, Sincor, also having had The bank financing was S&C act for the borrower). refinanced in the bond market in 2012.

14 15 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 Cameron LNG Highly commended: “Innovation in Finance Law” 2014 . . . . FT Innovative Lawyers ever undertaken. Our experience in LNG and gas projects North America extends from drafting and negotiating shareholder Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken arrangements, SPAs, shipping contracts and construction Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance International and operating arrangements to structuring and negotiating Asia-Pacific Oil and Gas Deal of the Year 2012 ...... Project Finance Standout Energy Deal...... FT US Innovative Lawyers limited recourse financings. Best Project Finance Deal ...... Finance Asia

PNG LNG The world’s then largest-ever energy markets project financing “Noted for the strength of its oil and Global Deal of the Year 2010 ...... Infrastructure Journal Asia Pacific Deal of the Year ...... Project Finance International

gas projects practice and its attorneys’ Asia-Pacific Oil and Gas Deal of the Year 2009...... Project Finance knowledge of the LNG sector.” Australasian Law Awards: Project Finance Deal of the Year...... Asian Legal Business CHAMBERS USA 2014 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 ...... 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

16 Oil and Gas

LNG continued

No firm has more relevant, current experience advising sponsors and borrowers on 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 developments in the United States.

PNG LNG (2010) Advised the project company and consortium Freeport LNG in the $18 billion fully integrated LNG project Advised a potential bidder for a significant involving the exploration, development and equity stake in Train 2 of the Freeport LNG production of natural gas in the highlands of project in Freeport, Texas. Papua New Guinea, transport of the natural gas over a distance of nearly 450 miles from the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the Corpus Christi LNG (Pending) natural gas into LNG and transport of the LNG S&C is advising Cheniere Energy in the project to customers in Asia. financing of its proposed LNG liquefaction PNG LNG was the largest-ever project financing until 2013. project in Corpus Christi, Texas.

Financed with a combination of commercial bank debt and export credit agency debt. The Cameron LNG (2014) financing was structured to accommodate Advised Sempra Energy in connection with the project bonds. financing of its $10.5 billion Cameron LNG export terminal in Hackberry, Louisiana. Australia Pacific LNG (APLNG) (2012) Commercial development agreements with International counsel to APLNG in the $8.5 billion GDF Suez, Mitsubishi Corporation and Mitsui project finance facility for the development of its & Co., Ltd. Yemen LNG Project (2008) Advised Yemen LNG in the $4.8 billion upstream, groundbreaking $20 billion coal seam gas to LNG DOE approval to export up to 12 Mtpa of 320 km pipeline and two-train LNG liquefaction project on Curtis Island, Queensland. domestically produced LNG from the Cameron project in Balhaf. Advice on commercial contract structuring, pipeline LNG terminal to all current and future FTA and LNG shipping matters. countries. Shareholders are direct or indirect subsidiaries of TOTAL, Hunt Oil, SK Corp., Hyundai Corp., Kogas, APLNG is owned by Conoco Phillips, Origin and Financed by JBIC and commercial banks. Yemen Gas Co. and Yemen’s pension fund, GASSP. China Petrochemical Corp. (Sinopec).

$2.8 billion financing including direct loans from JBIC First unconventional gas to LNG project in the world. (buyer’s credit) and KEXIM, uncovered commercial bank loans, bank loans covered by COFACE, NEXI and KEXIM, and a sponsor senior loan facility.

18 19 Oil and Gas

PIPELINES

&C has market-leading cross-border pipeline expertise, FACTS AND FIGURES* Shaving advised on several of the most complex cross- of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept 25,036 km traversing over 20 different countries. at addressing the complete range of issues that any pipeline project will need to consider, including key issues arising in $39 billion approximate amount of debt raised by pipeline projects involving 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, agreements and related structuring issues for cross-border NEXI, OPIC, SACE, USEXIM, among others. 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

CPC Pipeline Consortium Financing Russia/Kazakhstan 4.45 average number of sponsors S&C has advised on each

South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe pipeline project.

South Caucasus Gas Pipeline (Shah Deniz) Azerbaijan/Georgia/Turkey Al-Khaleej Gas Pipeline (proposed) Qatar/Kuwait 68% of S&C pipeline projects involved developments in two or Alliance Gas Pipeline Canada/U.S. more countries. 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 May 2014 Camisea Gas Pipeline Peru

OCP Pipeline Ecuador

Oleoducto Central Pipeline Project (Ocensa) Colombia

20 21 Oil and Gas

DOWNSTREAM

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

SELECTED PROJECTS

Deer Park Refining Sweeny Coker Refinery Bayóvar Phosphorus Cantarell HOVENSA Refinery Cape Horn Methanol Deer Park Refining Limited S&C represented both the capital Ore Project S&C represented Citibank, EDC S&C represented HOVENSA Cape Horn Methanol, formerly Partnership was formed by Shell markets underwriters and the S&C advised Mitsui & Co., Ltd. and the other bank lenders in the in the creation, initial financing a joint venture between the Oil Company and a subsidiary bank lenders in the $525 million in its acquisition from Vale S.A. $1 billion Cantarell nitrogen gas and subsequent re-financing of Henley Group and two Chilean of Petróleos Mexicanos to financing and the development of a non-controlling stake in a BOOT project in Mexico. The HOVENSA LLC, a 50/50 joint shareholders, Compañía own, operate and upgrade and construction of a coker and phosphorus ore project being project involved the construction venture between Amerada Hess Manufacturera de Papeles y the fuels refinery portion of a related facilities “inside the fence” developed by Vale in the Bayóvar of facilities for the extraction and Petróleos de Venezuela, S.A. Cartones S.A. (CMPC) and a fully integrated refinery and at Phillips Petroleum Company’s area of Peru’s Piura Province and and eventual delivery of nitrogen (PDVSA), to acquire, own and company in the Menendez Group, petrochemical facility located in refinery complex in Sweeny, Texas. the entry into a joint venture with gas to Petróleos Mexicanos, the operate the Hess 500,000 bpd constructed a facility in Chilean Deer Park, Texas. S&C represented The project was designed to Vale and The Mosaic Company. Mexican state-owned petroleum refinery in the U.S. Virgin Islands. Patagonia to convert natural gas the underwriters for the initial $1 enable Phillips to process lower- The transaction valued the company. In 2002, Hovensa LLC issued new to methanol. S&C represented billion capital markets financings cost, heavy sour crude oil and to Bayóvar project at $1.1 billion, senior secured tax-exempt revenue the Chilean partners and and lenders for the subsequent improve the profitability of the with a wholly owned subsidiary Egypt Petrochemical Project bonds to pay down borrowings subsequently acted as U.S. counsel expansion financing. refinery. of Mitsui purchasing 25% of the S&C represented the sponsor in and to fund an extended debt to Fletcher Challenge limited of project for $275 million. The the structuring of a confidential service reserve account. New Zealand, which purchased a Port Arthur Refinery Phoenix Park Gas Processors transaction represents the first petrochemical project in Egypt. controlling interest in the project S&C represented the Limited time that a Japanese company has Qatar Petrochemical Project from the Henley Group. underwriters, bank lenders S&C acted as counsel to Phoenix acquired an economic interest in KPI Project S&C represented a sponsor in the and insurance providers in the Park Gas Processors Limited (the phosphorus deposits. S&C is representing TCO structuring of a petrochemical $860 million refinery upgrade project), owned by the National as feedstock supplier to this project in Qatar. project in Port Arthur, Texas. Gas Company of Trinidad and proposed petrochemical project in The upgrade project included the Tobago, Conoco, Inc. and a third Kazakhstan. construction of additional coking party, on a $110 million senior and hydrocracking capability and debt financing to expand the a sulphur unit. Phoenix Park’s cryogenic natural gas processing plant in Trinidad. 22 23 Oil and Gas

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

&C has acted in public and private debt and equity IPOS, SECURITIES OFFERINGS AND BANK LENDING (SELECTED) Argentina France United Kingdom capital markets offerings and bank-lending transactions Astra Compañía Argentina de Elf Aquitaine 1 (debt & equity) BG Group 1 (debt) S 3 1 Petróleo (debt) Total Capital (Guaranteed by BP (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 the world, giving us critical insight into the commercial, 3 YPF 1 (equity & IPO) Amerada Hess (equity) Italy American Energy – Marcellus 1 environmental, regulatory and legal issues facing the industry. Australia Eni 1, 3 (debt & equity) (debt) Aurora Oil & Gas Limited 1 (debt) Enel 1 (equity) American Energy – Permian 1 Our experience has been a mix of advising issuers, borrowers, Alinta Energy Holdings 1 (debt) Saipem 1 (equity) (debt) Ampol Exploration 1 (equity) Snam Rete Gas 1 (equity & IPO) American Energy – Utica 1 (debt) Australia Pacific LNG1 (debt) Amoco 2 (equity) underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Japan Aurora USA Oil & Gas 1 (debt) 1 BHP Billiton 1 (debt) Idemitsu Kosan (equity) Cabot Oil and Gas 3 (debt & 1 initial public offerings, investment grade, project bond, high- Oil Search 1 (equity) Inpex Corporation (equity & IPO) equity) Origin Energy Limited 1 (debt) Cal Dive International 1 (equity) Kazakhstan Santos 1, 3 (debt & equity) Clark Oil & Refining3 (debt) yield, revolving and term loan bank financings and structured Tengizchevroil 1 (debt) Woodside Petroleum 1 Deer Park Refining3 (debt) financings and landmark privatizations around the world. (debt & equity) Kuwait Duke Energy Field Services, LLC 3 Santa Fe International 3 (equity) (debt & IPO) Canada Hovensa 1 (debt) 2 Amoco Canada (debt) Mexico MAPCO 2 (debt) 1 3 Enbridge (debt) Pemex (debt) Merey Sweeny 2 (debt) 1 Gulf Canada (debt & IPO) NiSource 3 (equity) 1 Norway Imperial Oil (debt) 3 1 Noble Affiliates (debt & equity) 1 Ability Group (equity) Interprovincial Pipe Line (equity) 3 1, 3 Parker & Parsley Petroleum 3 Norsk Hydro (debt & equity) Norcen Energy Resources (debt) (equity) STATOIL 1 (debt, equity & IPO) Quaker State 1 (debt) China Statoil Fuel & Retail 1 (equity & R&B Falcon Corporation 3 (equity) CNOOC Limited 3 (equity) IPO) Santa Fe Energy Resources 3 CNPC (Hong Kong) Ltd. 3 (IPO) (equity) China Gas Holding Limited Spain 3 Santa Fe International Corp. 3 (equity) Enagas (equity & IPO) 3 (IPO) ENN Energy 1 (debt) Repsol (debt & equity) Shell Oil 3 (debt) Kunlun Energy Co. Ltd. (equity) Thailand 3 3 Southern Union Company (debt) PetroChina Company (equity & 3, PTT Exploration and Production Transocean Inc. 3 (debt) IPO) 4 (debt & equity) Venezuela Colombia United Arab Emirates Petrozuata 1 (debt) Ecopetrol 3 (debt) Dolphin Energy 2 (debt)

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

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

Midwest Vanadium underwriters to the industry. We have particular expertise in Atlas Iron Pty. Ltd. challenging emerging markets. BHP Billiton Minera Escondida Ltda. Barrick Gold Minsur Corporation

Mitsui Bluescope Steel

Moly Mines CST Mining Group

Newcastle Coal China Aluminum “An acknowledged market-leader in Infrastructure Group International Trading mining work. . .and involvement in Co., Ltd Newmont Mining China Minmetals Nippon Steel

large cross-border financings” China Shenhua Energy Rio Tinto

Discovery Metals Sociedad Cerro Verde CHAMBERS GLOBAL 2014 The Energy and St. Barbara Mineral Group Sumitomo Metal Mining

Fortescue Metals Group Co., Ltd.

HudBay Minerals Sumitomo Corporation

Iluka

26 27 Mining and Metals

MERGERS & ACQUISITIONS

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

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

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

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

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

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

CHAMBERS USA 2014

28 29 Mining and Metals

MERGERS & ACQUISITIONS continued

SELECTED MINING AND METALS M&A

Nippon Steel & Sumitomo China Vanadium Titano- Nippon Steel Corporation Lihir Gold Ltd. (Papua New Mitsui & Co., Ltd. (Japan) in its Anglo American plc (U.K.) in the Metal Corporation (Japan) in Magnetite Mining Company (Japan), the largest shareholder Guinea) in its $8.9 billion $1.1 billion acquisition from Vale $1.28 billion sale of its remaining its $1.78 billion acquisition with Limited (Hong Kong) in relation of Usinas Siderurgicas de Minas acquisition by Newcrest Mining S.A. (Brazil) of a non-controlling 11.4% interest in AngloGold ArcelorMittal SA (Luxembourg) to its proposal for privatization of Gerais S.A. (Usiminas) (Brazil), Ltd. (Australia) (2010) stake in the Bayóvar phosphorus Ashanti Limited (South Africa) to of ThyssenKrupp Steel USA, LLC the company by way of a scheme in the $2.37 billion acquisition ore project (Peru) and the entry investment funds associated with (U.S.) (2013) of arrangement to be made by an investor group comprising Kinross Gold Corporation into a joint venture with Vale and Paulson & Co. (U.S.) (2009) by the company’s controlling Ternium SA (Argentina), Siderar (Canada) in its C$7.4 billion The Mosaic Company (2010) Anglo American plc (U.K.) in shareholder, Keen Talent Holdings (Argentina) and Confab Industrial ($7.2 billion) acquisition of Red Antofagasta plc (U.K.) as seller the sale of its 70% interest in Ltd. (Hong Kong), a wholly owned S.A. (Brazil) of an approximately Back Mining Inc. (Canada) (2010) Mitsui & Co. (USA), Inc. (U.S.) in in Marubeni Corporation’s (Japan) the Amapá iron ore operation in unit of Trisonic International Ltd. 28% stake in Usiminas (2012) the sale of its interest in TAMCO $1.3 billion acquisition of 30% Nippon Steel Trading Co. Ltd. Brazil to Zamin Ferrous Limited, (Hong Kong) (2012) Steel (U.S.) to Gerdau Ameristeel interests in each of Minera a private international mining Barrick Gold Corporation (Japan) in its $1.3 billion merger Corporation (U.S.) in conjunction Esperanza and Minera El Tesoro group founded by Pramod CST Mining Group Limited (Canada) in its $7.7 billion with Sumikin Bussan Corp. with shareholders Ameron (U.S.) (Chile) (2008) Agarwal (2013) (Hong Kong) in the $505 million acquisition of Equinox Minerals (Japan), to form a new company and Tokyo Steel (Japan) (2010) sale of its 70% stake in Marcobre, Limited (Australia) (2011) (2013) Anglo American plc (U.K.) in its The Energy & Mineral Group the project company which Mitsui & Co. (USA), Inc. (U.S.) in $5.5 billion acquisition of certain Dynatec Corporation in the (U.S.) in the joint venture between operates the Mina Justa copper China Aluminum International relation to a 50/50 joint venture assets of MMX Mineração e sale of a 27.5% interest in the its affiliate, Nunavut Iron Ore, mine in Peru, to Cumbres Andinas Trading Co., Ltd. (China), with Nucor Corporation (U.S.) Metálicos (Brazil) from Mr. Eike Ambatovy nickel and cobalt and ArcelorMittal through an S.A. (Peru), a subsidiary of Minsur through its wholly owned intended to serve as a platform Batista (2008) mining project (Madagascar) to increase in interest in Baffinland S.A. (Peru) (2012) subsidiary, Chalco Trading Hong to establish steel-related projects Iron Mines Corporation, making Kong, in its long-term coal both Sumitomo Corporation and in North America and globally China Minmetals Non-Ferrous a capital contribution and an Alcan Inc. (Canada) in its $43 supply and purchase agreement Korea Resources Corporation, (2010) Metals Co. Ltd. (China) in their increase in its share of the billion acquisition by Rio Tinto plc with Erdenes Tavan Tolgoi JSC as well as in SNC-Lavalin Inc.’s 50/50 joint venture establishing equity funding commitments for (U.K.) (2007) (Mongolia) and Erdenes MGL acquisition of a 5% interest Nippon Steel Corporation Copper Partners Investment Baffinland’s Mary River Project LLC (Mongolia) (2011) (2006) (Japan) in relation to its purchase Company Ltd. (Bermuda) (2006) (2012) Nippon Steel Corporation of a 23.3% interest in Minas de (Japan) in its $22.5 billion merger Sumitomo Metal Mining Co., Inco (Canada) in connection with Revuboe, Limitada (Mozambique) Kinross Gold Corporation Xstrata Copper in its acquisition with Sumitomo Metal Industries Ltd. (Japan) and Sumitomo the $17.8 billion unsolicited bid by from Nippon Steel Trading Co. (Canada) in relation to the $220 of Tintaya’s copper mines in Peru Ltd. (Japan) (2012) Corporation (Japan) in its Vale (Brazil) (2006) – the largest Ltd. (Japan) for an undisclosed million sale of its 19% interest from BHP Billiton acquisition of a 45% stake in the Latin American M&A deal of amount (2010) in the Diavik diamond mine Antofagasta plc (U.K.) in the Sierra Gorda project in Chile 2006. The transaction made Vale, (Canada) to Harry Winston Xstrata Copper in its acquisition $350 million acquisition by from Quadra FNX Mining Ltd. already the global leader in iron Nippon Steel Corporation Diamond Corporation (Canada) of the Las Bambas copper Marubeni Corporation (Japan) (Canada) (2011) ore production, the second-largest (Japan) in its $350 million joint (2010) concession in Peru from the of a 30% interest in Minera mining company in the world. venture in Mexico with Ternium Peruvian government Antucoya (Chile), a greenfield Bucyrus International, Inc. S.A. (Mexico) for the manufacture Bluestone Coal Corporation (U.S.) copper project with an estimated (U.S.) in its $1.3 billion acquisition and sale of hot-dip galvanized in its $436 million acquisition by Kinross Gold Corporation capital cost of $1.6 billion (2012) of the mining equipment business and galvannealed steel sheets OAO Mechel (Russia) (2009) (Canada) in its $3.1 billion of Terex Corporation (U.S.) (2010) primarily to serve the Mexican acquisition of Bema Gold automobile manufacturing market Corporation (Canada) (2007) (2010) 30 31 Mining and Metals

PROJECT DEVELOPMENT AND FINANCE

&C has a unique position among international legal 7 OF THE 10 LARGEST-EVER MINING PROJECTS INVOLVED S&C DEALOGIC advisers in the mining and metals sector. We are the PROJECT NAME COUNTRY REPORTED SIZE YEAR S (US$ BILLIONS) leading law firm advising sponsors and borrowers worldwide. Fortescue Iron Ore Project Australia $5.0 2012 Koniambo Nickel Project New Caledonia $3.8 2008 As the following tables demonstrate, no other law firm comes Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Bauxite Mine and Alumina Refinery Saudi Arabia $3.6 2011 close to matching our presence and depth. Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Zinc Mine Peru $2.3 1999 Minera Esperanza Copper-Gold Mine Chile $2.2 2009 Antucoya Copper Mine Project Chile $1.9 2013 Batu Hijau Copper and Gold Mine Indonesia $1.9 1997 Sierra Gorda Copper Molybdenum Project Chile $1.8 2012

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

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

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

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

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

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

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

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

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

32 33 Mining and Metals

PROJECT DEVELOPMENT AND FINANCE continued Sources say: “They are the

Australia best lawyers in mining project Argyle Diamond Mines Project Bemax Mineral Sands Project finance in the world” Boyne Aluminum Smelter Project IFLR1000, 2013 Fortescue Iron Ore Project Iluka Resources Mineral Sands Financings Inata Gold Mine Restructuring

Moly Mines Molybdenum Project Queensland Alumina Limited Project Windimurra Vanadium Mine Project

Botswana

Tbae Selebi-Phikwe Nickel Project and Restructurings Burkina Faso Inata Gold Mine Restructuring China China Minmetals Joint Venture Mozambique Ecuador Moma Titanium Project and Restructurings Havens Group Steel Project Joint Venture Fruta del Norte Deposit Klemp / Pudong Steel Project New Caledonia Argentina Alumbrera Copper and Gold Project Guyana Alumax / Yunnan Xin Mei Lu Aluminum Foil Joint Goro Nickel Project Venture Cerro Vanguardia Gold and Silver Project First Bauxite Refractory Grade Bauxite Project Oman Veladero Gold Project Democratic Republic of the Congo Sohar Aluminum Smelter Mexico Kolwezi Project Brazil Tenke-Fungurumé Copper Project Papua New Guinea Ferteco Iron Ore Project Boleo Copper, Gold, Zinc and Manganese Lihir Gold Project, Refinancing and Project Guinea Canada Equity Add-on Financing Panama Boké Bauxite Project Renard Diamond Project South Africa Cobre Panama Copper Project (Pending) Yukon Gold Project Indonesia Palabora Copper Project Restructuring Peru Batu Hijau Copper and Gold Project Chile Spain Antamina Copper and Zinc Project PT Inco and Expansion Nickel Project Antucoya Copper Project Atlantic Copper Smelter Project Cerro Colorado Project Cerro Verde I and Sulfide Projects Ireland and Restructuring Collahuasi Copper Project and Refinancing Constancia Copper Project Lisheen Zinc Project Restructuring Tanzania El Abra Project and Refinancing Marcona Mina Justa Copper Project Kyrgyz Republic Bulyanhulu Gold Project El Tesoro Copper Cathode Project Miski Mayo Phosphate Project Kumtor Gold Project and Restructurings Quellaveco Copper Project United Arab Emirates Escondida Copper Project and Expansion Madagascar Emirates Aluminium Smelter Project and Phase II Esperanza Copper, Gold and Silver Project United States La Candelaria Copper Project Ambatovy Nickel and Cobalt Project Expansion Financing Capco/Quarto Coal Supply Project Lomas Bayas Copper Acquisition and Refinancing Titanium Dioxide Project Zambia Colowyo Mine Project Los Pelambres Copper Project and Refinancing Konkola Deep Copper Project (Phase 1) Red Dog Project Mauritania Minera Yolanda Nitrates Project Ridgeway Gold Project Tasiast Gold Project (pending) Zimbabwe Sierra Gorda Copper, Gold and Molybdenum Project Mongolia Gokwe North Coal/Power Project Refimet Copper Smelter Project Venezuela Oyu Tolgoi Copper and Gold Project (pending) Hartley Platinum Project Zaldivar Copper Project Loma de Niquel Project

34 35 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

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

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

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

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

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

Boleo Mining Project CREDIT AND LEVERAGED FINANCE

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

Lihir Gold Ltd. $9.5 billion Sierra Gorda SCM $1 billion acquisition by Newcrest Mining financing for the Sierra Gorda Ltd. and related financing of copper-molybdenum project $820 million gold project

37 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING continued

SECURITIES OFFERINGS BY MINING AND METALS COMPANIES

Australia Pioneer International 1 (equity) China/Hong Kong Netherlands United States Reynolds Metals Co 2 (debt) Alcoa of Australia 2 (debt & equity) St. Barbara Ltd. 1 (debt) China Shenhua Energy Company Tyco International Finance NV 2 Allegheny Ludlum Corp 2 (debt) Rio Tinto Finance (USA) Ltd 2 Ashton Mining 1 (equity) QCT Resources 1 (debt) Limited 1 (equity) (debt) Aluminum Co of America 2 (debt) (debt) Alumina Ltd. 1 (equity) Western Mining Corp. Holding 1 China Oriental Group (Co) Ltd. 1 Alumax Inc (AMAX Inc) 1,2 (debt, Ryerson Tull Inc 2 (debt) Apex Minerals NL 2 (equity) (debt) (debt) Norway equity) Santa Fe Pacific Gold Corp 2 2 Arrium Ltd. 1 (equity) WMC Finance (USA) Limited 1 Chong Hing Iron and Steel 1 Norsk Hydro ASA (debt) AmeriSteel Corp (Kyoei Steel) 1 (equity) Bemax Resources Limited 2 (debt) (debt) (equity) (equity) Spartech Corp 2 (equity, debt) Papua New Guinea Bendigo Mining Limited 1 (equity) WMC Limited 1 (debt) Feishang Anthracite Resources Commonwealth Aluminum Corp 1 Sunclipse Inc 1 (debt) Lihir Gold Limited 1 (equity) BHP 1 (equity) Zinifex Limited 1 (equity) Limited 1 (equity) (equity) Union Mines Inc 2 (equity) BHP Billiton (formerly BHP) 1 G-Resources Group Ltd. 1 (equity) Peru Commonwealth Industries Inc 1 Vulcan Materials Co. 1 (debt) Argentina (debt) Sociedad Cerro Verde 1 (debt) (equity) 1 1 Siderca (equity) France BHP Steel (equity) Compass Minerals Intl Inc 2 Venezuela 2 2 1 2 Siderar SAIC (equity) Ugine SA (equity) Boral Limited (equity) Philippines (equity) Venprecar/Sivensa (equity) Ternium 1 (equity) BlueScope Steel (formerly BHP Atlas Consolidated Mining & Cyprus Minerals Co 2 (debt) Ghana 1 Steel) 1 (debt) Development (equity) 1 Canada Ashanti Goldfields Company English China Clays Delaware 1 CRA (debt) 1 2 (debt) Alcan (debt) Limited (debt & equity) Russia 1, 3 2 CSR Ltd. (debt & equity) 1 Essex International Inc (equity) Ashton Mining of Canada (equity) United Company RUSAL Limited 4 FMG Finance Pty Ltd/Fortescue 1 Germany Freeport-McMoRan Copper & Barrick Gold Corp (debt) (equity) Metals Group Ltd. 2 (debt) 2 2 Brascan Limited 2 (debt) Kloeckner & Co Aktiengesellschaft Gold (debt) Iluka Resources Ltd. 1 (equity) 2 Cameco Corporation 1 (equity) (equity) South Africa GS Technologies Operating Co 2 Karoon Gas Australia Ltd (equity) 1 Canadian Reynolds Metals Co 2 AngloGold Ashanti Limited (debt) 1 Indonesia Lihir Gold Limited (equity) (equity) Harris Chemical North America 2 (debt) 2 Midwest Vanadium Pty Ltd 1 (debt) Freeport-McMoRan Indonesia Centerra Gold Inc. 1 (equity) (debt) M.I.M. Holdings 1 (debt & equity) (debt & equity) South Korea 2 Dynatec Corporation 1 (equity) Inland Steel Industries Inc 2 2 Minara Resources Ltd. (equity) 1 Pohang Iron & Steel Co Ltd (equity) Getchell Resources (debt, equity) Ireland 1 2 Moly Mines (debt) 1 (debt) Inspiration Resources Corp Goldcorp (equity) Kenmare Resources plc 1 (equity) Newcrest Mining 1 (debt) HudBay 1 (debt) (debt) Taiwan 1 Newcastle Coal Infrastructure 1 Japan Lukens Inc (debt) Inco Limited (debt & equity) China Steel Corp(Taiwan) 2 1 2 2 Group (debt) 1 Kobe Steel Ltd. (equity) Magma Copper Co (equity, debt) Kinross Gold (debt & equity) (equity) Newmont Gold Company 2 2 Noranda Inc. 2 (debt) MA Hanna Co (debt) Mexico 2 (equity) 2 United Kingdom National Intergroup Inc (debt) Pegasus Gold Inc. (debt) 2 Normandy Mining Limited 1 Altos Hornos de Mexico (debt) 2 2 Anglo American plc 1 (debt) Newmont Mining Corp (debt) Sifto Canada Inc (Namsco Inc) 1 (debt) Grupo Imsa SA de CV (debt, 1 (debt) BHP Billiton plc 1 (debt) Novelis Inc (debt) North Broken Hill Peko 1 equity) 2 (equity) 1 Rio Tinto plc 1 (debt & equity) Owens Corning (debt) Twinpak Inc (debt) 1 North Limited 1 (debt) Tubos de Acero de Mexico SA Precision Castparts Corp 2 (debt) OceanaGold Corp 1 (debt) Chile (equity) Pancontinental Mining 1 (debt) Madeco SA 1 (equity) 1 Pasminco (debt) 1 Counsel to the issuer or selling/controlling shareholder 3 Counsel to guarantor 2 Counsel to underwriters/agents 4 Counsel to non-executive director 38 39 &C lawyers engaged in natural resources transactions Shave the benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

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

CHAMBERS UK 2010

41 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has Spublic and private companies considering transactions Sbeen the firm of choice for many natural resource with sponsors. Within the private equity practice, our Natural companies seeking non-traditional investments, sales and Resources Group is focused on transactions with sponsors that restructuring arrangements in connection with the global primarily invest in the oil and gas, mining and infrastructure credit crisis. In the wake of the global financial crisis, the sectors. Our deep understanding of the sectors has allowed practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side.

RECENT Recent matters include advising American Energy Partners MATTERS in a variety of transactions, including advising American RECENT HIGHLIGHTS INCLUDE ADVISING Energy – Permian Basin, LLC on the acquisition of 63,000 Kenmare Resources plc on the independent directors of Total and StatoilHydro — net acres of Southern Permian Basin Leasehold and the restructuring of its senior United Company RUSAL as sponsors of the Sincor/ 16,000 BOE per day of net production from Enduring and junior facilities (2014) Limited in connection with PetroCedeño project, on the the restructuring of the restructuring of $1.9 billion Resources for $2.5 billion; American Energy – Utica, LLC RBS and Barclays on the RUSAL Group’s $15 billion of senior debt (2008) restructuring of the Palaboro and American Energy – Marcellus, LLC of 75,000 net of indebtedness and other Mining company and its Advising lenders on the acres and 175 MMCFE of net production in the Southern obligations (2009) international banking and restructuring of Ennstone Utica and Southern Marcellus shale plays from East commodity hedging facilities Advising the international Quarries and the Resources and another private company for $1.75 billion, and MENA lenders on the subsequent disposal and BHP Billiton on the restructuring of the oil refinancing by its controlling as well as a variety of capital raisings, including bank restructuring of its CP services company Lamprell lenders financings, convertible debt and high yield transactions for Programme (2009) plc (2103) Advising a consortium of American Energy – Permian Basin, LLC, American Energy International lenders on the Advising the steering major oil companies on the – Woodford, LLC, American Energy – Marcellus, LLC and £1.4 billion restructuring of committee of lenders on restructuring of Bateman the international oil refiner American Energy – Utica, LLC. We have also advised the the restructuring of AEA NV as the key contractor in Petroplus AG and the Energy and Minerals Group with respect to its iron ore Technology plc the UK the Caspian Oil Fields subsequent insolvencies in nuclear decommissioning joint venture with Arcelor-Mittal in Baffinland and the six countries* (2013) Advising the lending business acquisition by its portfolio company Coronado Coal II LLC syndicate on the of coal assets in Logan County, West Virginia from Cliffs restructuring of the quarrying business of Natural Resources Inc. Alfred McAlpine plc 42 43 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of natural resource-based commodity States, the United Kingdom and France), the Group prides and derivative products of all types. itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints under REPRESENTATIVE MATTERS CFTC, FERC, FTC, Sempra Energy Trading Corp. Occidental Petroleum in its which our natural resources clients operate. Department of its sale of: acquisition of Phibro Energy from Citibank (2009) Justice and exchange the natural gas, power, energy and commodity trading platform investigations of of its RBS-Sempra global BP in the settlement of DOJ and CFTC investigations of commodities trading activities of commodities joint venture to Société Générale and Société manipulation, including entering CROSS- With respect to transactional matters, colleagues in other practice areas energy companies Générale Energy Corp (2011) into a deferred prosecution PRACTICE work seamlessly with members of our tax group to advise on tax issues NETWORK the North American natural gas agreement with the DOJ and a related to all manner of transactions, and, in tax disputes, tax group Regulatory and and power trading agreements consent order with the CFTC lawyers work closely with S&C’s litigation group, so that clients receive and related commodity compliance advice the benefit of experienced tax lawyers and innovative litigators. inventories, and the global Goldman Sachs and Morgan on government metals and oil, as well as the Stanley in the formation of GLOBAL The S&C tax group has advised many of the leading global natural regulations and European power and gas, Intercontinental Exchange, an EXPERIENCE resource companies on matters of US, UK and French tax law, in businesses of its RBS-Sempra electronic trading facility for the exchange rules global commodities joint connection with important M&A and capital markets transactions, trading of physical commodities applicable to hedging venture to J.P. Morgan Ventures disputes with various tax authorities and domestic and cross-border and over-the-counter derivatives Energy Corporation, the tax planning. Clients have included oil and gas majors, such as BP plc, and trading of energy commodities trading subsidiary on physical commodities, and ExxonMobil, Occidental Petroleum and TOTAL, as well as others in products including of J.P. Morgan Chase (2010) subsequently, Intercontinental the commodities and energy trading space, including AIG Trading, Exchange, LLC (ICE) in cross-border the Sempra Energy Solutions Barclays, Goldman Sachs and Sempra Energy. In mining and metals, LLC unit of its RBS-Sempra connection with its strategic and we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP rules, bilateral joint venture to Noble other regulatory matters including record keeping Americas Gas & Power Corp., its acquisition of International Billiton, Bucyrus International and Inco. We have advised investors a wholly owned subsidiary Petroleum Exchange (IPE) and its and investment funds in natural resource and infrastructure projects, and reporting of Hong Kong-based Noble joint venture with NGX including transactions involving tax-favored alternative energy and obligations, swap Group Limited (2010) synthetic fuel investments. Energy Trading Innovations dealer evaluations Hess Corporation (U.S.) in its LLC (ETI) in its acquisition of and other current agreement with an affiliate of a 47% stake in Louis Dreyfus funds managed by Oaktree Capital issues Highbridge Energy LLC (LDHE) Management L.P. (U.S.) pursuant from a group of sellers, including to which Hess will sell to Oaktree affiliates of Highbridge Capital its interest in Hess Energy Trading Management and J.P. Morgan Company LLC (U.K.) (2014) 44 45 Sanctions and Trade Disputes and Investigations

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

46 47 Lawyer Contacts

AMERICAS EMEA Werner F. Ahlers Daryl A. Libow Nikolaos G. Andronikos Jamieson J. Logie Partner since 2014 Partner since 1994 208 Partner since 2002 Partner since 2001 New York Office Washington, D.C. Office London Office London Office Phone: +1 212 558 1623 Phone: +1 202 956 7650 Phone: +44 20 7959 8470 Phone: +44 20 7959 8420 Fax: +1 212 291 9201 Fax: +1 202 956 6973 Fax: +44 20 3350 2007 Fax: +44 20 3350 2002 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE *LITIGATION, ANTITRUST *CAPITAL MARKETS, PROJECT FINANCE *PROJECT FINANCE

Robert E. Buckholz Christopher L. Mann Chris Beatty Richard C. Morrissey Partner since 1987 Partner since 1998 Partner-elect Partner since 1992 New York Office New York Office London Office London Office Phone: +1 212 558 3876 Phone: +1 212 558 4625 Phone: +44 20 7959 8505 Phone: +44 20 7959 8520 Fax: +1 212 291 9018 Fax: +1 212 291 9092 Fax: +44 20 3350 2047 Fax: +44 20 3350 2020 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, M&A *LEVERAGE FINANCE, CAPITAL MARKETS *M&A, JOINT VENTURES

Robert G. DeLaMater Inosi M. Nyatta Kathryn A. Campbell Stewart M. Robertson Partner since 1992 Partner since 2011 Partner since 1997 Partner since 1996 New York Office New York Office London Office London Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES

John E. Estes Joseph E. Neuhaus Krystian Czerniecki Vanessa K. Blackmore Partner since 2002 Partner since 1992 Partner since 2004 Partner since 2006 New York Office New York Office Frankfurt Office London Office Phone: +1 212 558 4349 Phone: +1 212 558 4240 Phone: +49 69 4272 5525 Phone: +44 20 7959 8480 Fax: +1 212 291 9049 Fax: +1 212 291 9105 Fax: +49 69 4272 5210 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES *CAPITAL MARKETS *CAPITAL MARKETS

ASIA AND AUSTRALIA Sergio J. Galvis Kenneth M. Raisler Craig Jones Garth W. Bray Partner since 1991 Partner since 1994 Partner since 2005 Partner since 2001 New York Office New York Office London Office Beijing Office Phone: +1 212 558 4740 Phone: +1 212 558 4675 Phone: +44 20 7959 8488 Phone: +86 10 5923 5900 Fax: +1 212 291 9062 Fax: +1 212 291 9118 Fax: +44 20 3350 2088 Fax: +86 10 5923 5950 [email protected] [email protected] [email protected] [email protected] *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *PROJECT FINANCE *M&A, CAPITAL MARKETS

David J. Gilberg George J. Sampas Tim Emmerson Robert Chu Partner since 1996 Partner since 2000 Partner since 2007 Partner since 2008 New York Office New York Office London Office Melbourne Office Phone: +1 212 558 4680 Phone: +1 212 558 4945 Phone: +44 20 7959 8595 Phone: +61 3 9635 1506 Fax: +1 212 291 9063 Fax: +1 212 291 9131 Fax: +44 20 3350 2095 Fax: +61 3 9635 1531 [email protected] [email protected] [email protected] [email protected] *COMMODITIES, FUTURES AND DERIVATIVES *M&A, PRIVATE EQUITY *M&A, JOINT VENTURES *M&A, CAPITAL MARKETS

48 49 S&C Offices Worldwide

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