Premier Industry Practice “They have a strong focus on mining and metals and that shows in their market presence.”

Chambers USA, 2016

“They are the best of the best from a strategic advisory standpoint. No one holds a candle to them.”

Chambers USA, 2016

“An acknowledged market-leader in mining work.”

Chambers Global, 2014 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 „„ Alumina „„ Kenmare Resources „„ Anglo American „„ Kinross Gold Corp. mining companies, and we frequently apply our expertise to „„ AngloGold Ashanti „„ Korea Resources (KORES) benefit junior mining companies in their growth initiatives, „„ Antofagasta „„ Midwest Vanadium „„ Arrium as well as strategic and alternative investors and lenders and Pty. Ltd. „„ „„ Ltda. underwriters to the industry. We have particular expertise „„ BHP Billiton „„ Minsur in challenging emerging markets. Our multi-disciplinary „„ „„ Mitsui Corporation approach ensures that clients benefit from our industry „„ Moly Mines „„ Bluescope Steel

„„ Newcastle Coal experience in each of our core practice areas. „„ China Aluminum Infrastructure Group International Trading

Co., Ltd „„ Newmont Mining

„„ China Minmetals „„ Nippon Steel Our core „„ Mergers & Acquisitions and Joint Ventures Practice Areas „„ China Shenhua Energy „„ „„ Project Development and Finance „„ The Energy and „„ Sociedad Cerro Verde „„ Capital Markets, Leveraged Finance & Lending Mineral Group „„ St. Barbara „„ Private Equity „„ „„ Sumitomo Metal Mining „„ Restructuring „„ HudBay Minerals Co., Ltd. „„ Commodities, Futures & Derivatives „„ Iluka „„ Sumitomo Corporation „„ Tax

„„ Sanctions and Trade

„„ Disputes and Investigations

2 3 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 mining and metals M&A rankings: U.s. law firms and metals sector. The Firm has advised on many of the Ranked by value ($ billions) most industry-altering transactions, for both large mining Sullivan & Cromwell — $331 conglomerates and smaller-cap companies. We are regularly 2nd ranking — $223

3rd ranking — $205 called upon by many of the premier names in the sector to 4th ranking — $190

5th ranking — $178 handle their most challenging and complex ventures. We have 6th ranking — $172 particular expertise in competition law and its application to the industry.

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

domestically and internationally in Sullivan & Cromwell — $331 2nd ranking — $311 relation to M&A and the acquisition 3rd ranking — $260 4th ranking — $237 and disposition of interests in mines 5th ranking — $226 6th ranking — $223 and mining companies.”

CHAMBERS USA, 2014 Source: Thomson Reuters, March 22, 2017 Data include representations of principals and financial advisers from January 1996 through December 2016

4 5 Mining and Metals

Mergers & Acquisitions continued

Selected mining and metals M&A Transactions

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

6 7 Mining and Metals

Project Development and Finance

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

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

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

Sullivan & Cromwell 76.36% 36.63% WORLDWIDE MINING and metals PROJECT DEVELOPMENT AND FINANCE Lawyers REPRESENTING SPONSORS/BORROWERS 2nd ranking firm 53.17% 15.37% 1994—2016 3rd ranking firm 49.27% 7.07% Ranked by value ($ billions) and market share*

4th ranking firm 39.37% 13.84% Sullivan & Cromwell $32.7 (28.3%) 5th ranking firm 36.61% 2.80% 2nd ranking — $15.1 (13.1%) 3rd ranking — $14.0 (12.1%) 6th ranking firm 32.64% 4.63% 4th ranking — $10.0 (8.7%)

7th ranking firm 31.92% 5.87% 5th ranking — $8.5 (7.4%) 8th ranking firm 31.78% 3.69% 6th ranking — $7.7 (6.7%) 7th ranking — $7.6 (6.6%) 9th ranking firm 26.55% 15.31% 8th ranking — $7.5 (6.5%)

10th ranking firm 21.52% 6.84% 9th ranking — $6.2 (5.4%)

10th ranking — $6.1 (5.3%) Source: Dealogic ProjectWare, January 1994 – March 2017

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

8 9 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 „ Mineral Sands Financings „ „ „ Moly Mines Molybdenum Project „ „ „

Queensland Project „ „ „ Windimurra Vanadium Mine Project „ „ „ „ Botswana „ „ Tbae Selebi-Phikwe Nickel Project and Restructurings „ „ „ „

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

10 11 Mining and Metals

Capital Markets, Leveraged Finance and Lending

awards and recognitions he Firm’s extensive experience in bank lending and securities offerings (both SEC-registered and non- Oyu Tolgoi Copper and Gold Project T „„ Finance Deal of the Year: Projects ...... Asian Lawyer Asia Legal Awards, 2017 registered) by international mining and metals companies in

„„ Asia-Pacific Mining Deal of the Year ...... Project Finance International, 2015 initial public offerings, investment grade, project bond, high- Fortescue Metals Group yield and structured financings around the world reinforces „„ Debt Market Deal of the Year ...... ALB Australasian Law, 2013

„„ Corporate Bond Issue of the Year ...... The Australian Financial Review, 2013 our current knowledge of the sector and of the markets in

Antucoya Copper Project which the companies seek financing.

„„ Mining Deal of the Year ...... Infrastructure Journal, 2013

Emirates Aluminum Smelter Project

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

„„ Middle East Industrial Deal of the Year ...... Project Finance International, 2013 Antofagasta in its 2016 $500 Fortescue Metals Group over Minera Escondida Limitada million unsecured term loan $7.0 billion of multiple high $600 million and $500 million „„ EMEA Industry Deal of the Year ...... Project Finance International, 2007 yield notes offerings to refinance loan facilities in connection with Atlas Iron Ltd. $325 million outstanding project bonds and financing for the expansion of the Boleo Mining Project term loan B transaction to finance fund expansion initiatives; Escondida copper project development expenditures $5 billion secured term loan „„ Latin America Mining Deal of the Year ...... Project Finance Magazine, 2010 B transaction to refinance Minsur S.A. $200 million Barrick Gold Corporation commercial bank debt, ECA unsecured term loan to finance its $6.5 billion bridge loan financing and a royalty note; and mining operation Minera Esperanza and revolving credit facility initial $2 billion high yield project commitments towards the Newcastle Coal Infrastructure „„ Latin America Mining & Metals Deal of the Year . . . Project Finance International, 2009 bond financing to build its iron acquisition of Equinox Minerals Group Pty Ltd $325 million ore project Limited for C$7.3 billion senior secured notes in the Ambatovy Nickel and Cobalt Project HudBay Minerals debut $500 traditional U.S. private placement BHP Billiton $7.5 billion credit market and a simultaneous „„ EMEA Mining Deal of the Year ...... Project Finance International, 2007 million Rule 144A offering of high facility in connection with its yield notes with registration rights offering of $133 million of acquisition of Energy „„ African Mining Deal of the Year ...... Project Finance, 2007 to finance its Constancia copper/ substantially identical notes to Corporation for $15.1 billion zinc project in Peru one of its equity holders and $5.2 billion SEC-registered Fortescue Iron Ore Project guaranteed senior notes offering Lihir Gold Ltd. $9.5 billion Sierra Gorda SCM $1 billion financing for the Sierra Gorda „„ Asia-Pacific Mining Deal of the Year ...... Project Finance, 2006 acquisition by Newcrest Mining Ltd. and related financing of copper-molybdenum project $820 million gold project

13 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 Allegheny Ludlum Corp 2 (debt) Rio Tinto Finance (USA) Ltd 2 Alcoa of Australia 2 (debt & equity) St. Barbara Ltd. 1 (debt) China Shenhua Energy Company Tyco International Finance NV 2 Aluminum Co of America 2 (debt) (debt) Ashton Mining 1 (equity) QCT Resources 1 (debt) Limited 1 (equity) (debt) Alumax Inc (AMAX Inc) 1,2 (debt, Ryerson Tull Inc 2 (debt) Alumina Ltd. 1 (equity) Western Mining Corp. Holding 1 China Oriental Group (Co) Ltd. 1 equity) Santa Fe Pacific Gold Corp 2 Apex Minerals NL 2 (equity) (debt) (debt, debt tender offer) Norway AmeriSteel Corp (Kyoei Steel) 1 (equity) 2 Arrium Ltd. 1 (equity) WMC Finance (USA) Limited 1 Chong Hing Iron and Steel 1 Norsk Hydro ASA (debt) (equity) Spartech Corp 2 (equity, debt) Bemax Resources Limited 2 (debt) (debt) (equity) Commonwealth Aluminum Corp 1 Sunclipse Inc 1 (debt) Papua New Guinea Bendigo Mining Limited 1 (equity) WMC Limited 1 (debt) Feishang Anthracite Resources (equity) Union Mines Inc 2 (equity) Lihir Gold Limited 1 (equity) BHP 1 (equity) Limited 1 (equity) Limited 1 (equity) Commonwealth Industries Inc 1 Vulcan Materials Co. 1 (debt) BHP Billiton (formerly BHP) 1 G-Resources Group Ltd. 1 (equity) Peru (equity) Argentina 2 Venezuela (debt) Sociedad Cerro Verde 1 (debt) Compass Minerals Intl Inc 1 1 1 Siderca (equity) France BHP Steel (equity) (equity) Venprecar/Sivensa (equity) 2 2 2 Siderar SAIC (equity) Ugine SA (equity) Limited (equity) Philippines Cyprus Minerals Co 2 (debt) 1 BlueScope Steel (formerly BHP Ternium (equity) Atlas Consolidated Mining & 1 Ghana English China Clays Delaware Steel) 1 (debt) Development 1 (equity) Canada Ashanti Goldfields Company (debt) CRA 1 (debt) 2 Alcan 1 (debt) Limited 2 (debt & equity) Essex International Inc (equity) 1, 3 Russia CSR Ltd. (debt & equity) 1 Freeport-McMoRan Copper & Ashton Mining of Canada (equity) United Company RUSAL Limited 4 2 FMG Finance Pty Ltd/Fortescue 1 Germany Gold (debt) Barrick Gold Corp (debt) (equity) Metals Group Ltd. 2 (debt) 2 2 Brascan Limited 2 (debt) Kloeckner & Co Aktiengesellschaft GS Technologies Operating Co Iluka Resources Ltd. 1 (equity) Cameco Corporation 1 (equity) (equity) South Africa (debt) 2 Karoon Gas Australia Ltd (equity) 1 2 Canadian Reynolds Metals Co 2 AngloGold Ashanti Limited Harris Chemical North America 1 Indonesia Lihir Gold Limited (equity) (equity) (debt) (debt) 2 Midwest Vanadium Pty Ltd 1 (debt) Freeport-McMoRan Indonesia 2 Centerra Gold Inc. 1 (equity) Inland Steel Industries Inc M.I.M. Holdings 1 (debt & equity) (debt & equity) South Korea Dynatec Corporation 1 (equity) (equity) 2 2 2 Ltd. (equity) 1 Pohang Iron & Steel Co Ltd Inspiration Resources Corp Getchell Resources (debt, equity) Ireland 1 Moly Mines (debt) 1 (debt) (debt) (equity) Kenmare Resources plc 1 (equity) Newcrest Mining 1 (debt) 1 HudBay 1 (debt) Lukens Inc (debt) Taiwan 2 Newcastle Coal Infrastructure 1 Japan Magma Copper Co (equity, debt) Inco Limited (debt & equity) China Steel Corp 2 (equity) Group 1 (debt) 2 2 Kinross Gold 1 (debt & equity) Kobe Steel Ltd. (equity) MA Hanna Co (debt) Newmont Gold Company 2 2 Noranda Inc. 2 (debt) United Kingdom National Intergroup Inc (debt) Mexico 2 (equity) 2 Anglo American plc 1 (debt) Newmont Mining Corp (debt) Pegasus Gold Inc. (debt) 2 Limited 1 Altos Hornos de Mexico (debt) 1 2 BHP Billiton plc 1 (debt) Novelis Inc (debt) Sifto Canada Inc (Namsco Inc) 1 (debt) Grupo Imsa SA de CV (debt, 2 (debt) Rio Tinto plc 1 (debt & equity) Owens Corning (debt) 1 equity) 2 North Peko (equity) 1 Precision Castparts Corp (debt) Twinpak Inc (debt) 1 1 (debt) Tubos de Acero de Mexico SA United States Reynolds Metals Co 2 (debt) OceanaGold Corp 1 (debt) Chile (equity) Pancontinental Mining 1 (debt) Madeco SA 1 (equity) 1 (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 14 15 &C lawyers engaged in mining and metals 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

17 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 mining, oil and gas 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 the Energy and Minerals Matters Group with respect to its iron ore joint venture with Recent highlights include advising Arcelor-Mittal in Baffinland and the acquisition by its „„ The sponsors in the „„ BHP Billiton in the „„ RBS and Barclays in portfolio company Coronado Coal II LLC of coal assets in successful 2016 restructuring restructuring of its CP the restructuring of the Logan County, West Virginia from Cliffs Natural Resources of the Ambatovy Nickel Programme Palaboro Mining Company and Cobalt Project in and its international banking Inc. We have also advised American Energy Partners in „„ Lenders in the restructuring Madagascar, which included and commodity hedging of Ennstone Quarries and a variety of transactions, including advising American the deferral of six project facilities the subsequent disposal and Energy – Permian Basin, LLC on the acquisition of 63,000 finance payments totaling refinancing by its controlling „„ Compañia Minera Doña $565 million net acres of Southern Permian Basin Leasehold and lenders Inés de Collahuasi, a 16,000 BOE per day of net production from Enduring „„ Anglo American in the company that owns and „„ Kenmare Resources in restructuring of the Lisheen operates an open pit copper Resources for $2.5 billion; American Energy – Utica, LLC the successful 2016 ground- Lead and Zinc Project in mine located in northern and American Energy – Marcellus, LLC of 75,000 net breaking equity raise, Ireland Chile, in rescheduling the capital restructuring and acres and 175 MMCFE of net production in the Southern maturities on some of its „„ Atlas Iron Limited in its debt restructuring of its Utica and Southern Marcellus shale plays from East existing 10-year debt by term loan facility financings project finance facilities in entering into new senior Resources and another private company for $1.75 billion, for its 2016 restructuring connection with the Moma loan agreements for as well as a variety of capital raisings, including bank Titanium Minerals Project „„ Fortescue Metals Group approximately $270 million in Mozambique; and in the financings, convertible debt and high yield transactions for on over $7 billion of multiple with a number of ECAs 2014 restructuring of its American Energy – Permian Basin, LLC, American Energy high yield notes offerings senior and junior facilities „„ Los Pelambres Copper to refinance outstanding – Woodford, LLC, American Energy – Marcellus, LLC and Project in its $460 million project bonds and fund American Energy – Utica, LLC. refinancing expansion initiatives 18 19 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 20 21 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 22 concession in Latin America 23 Lawyer Contacts

Americas EMEA Werner F. Ahlers Daryl A. Libow Nikolaos G. Andronikos Richard C. Morrissey Partner since 2014 Partner since 1994 Partner since 2002 Partner since 1992 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 8520 Fax: +1 212 291 9201 Fax: +1 202 956 6973 Fax: +44 20 3350 2007 Fax: +44 20 3350 2020 [email protected] [email protected] [email protected] [email protected] *M&A, Project Finance *Litigation, Antitrust *Capital Markets, Project Finance, Joint ventures *M&A, Joint Ventures

Robert E. Buckholz Christopher L. Mann Chris Beatty Stewart M. Robertson Partner since 1987 Partner since 1998 Partner since 2015 Partner since 1996 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 8555 Fax: +1 212 291 9018 Fax: +1 212 291 9092 Fax: +44 20 3350 2047 Fax: +44 20 3350 2055 [email protected] [email protected] [email protected] [email protected] *Capital Markets *Project Finance, Capital Markets, M&A *Leveraged Finance, Capital Markets *Project Finance, Capital Markets, Joint Ventures

Robert G. DeLaMater Inosi M. Nyatta Kathryn A. Campbell Vanessa K. Blackmore Partner since 1992 Partner since 2011 Partner since 1997 Partner since 2006 New York Office New York Office London Office London Office Phone: +1 212 558 4788 Phone: +1 212 558 7822 Phone: +44 20 7959 8580 Phone: +44 20 7959 8480 Fax: +1 212 291 9037 Fax: +1 212 291 9781 Fax: +44 20 3350 2080 Fax: +44 20 3350 2008 [email protected] [email protected] [email protected] [email protected] *M&A, Capital Markets *Leverage Finance, Project Finance, Capital Markets *Capital Markets *capital markets

Asia and Australia John E. Estes Joseph E. Neuhaus Krystian Czerniecki Garth W. Bray 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 8691 Fax: +1 212 291 9049 Fax: +1 212 291 9105 Fax: +49 69 4272 5210 Fax: +852 2826 1766 [email protected] [email protected] [email protected] [email protected] *Leverage Finance, Project Finance *arbitration, Disputes *Capital Markets *M&A, Capital Markets

Sergio J. Galvis Kenneth M. Raisler Craig Jones Jamieson J. Logie Partner since 1991 Partner since 1994 Partner since 2005 Partner since 2001 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 8616 Fax: +1 212 291 9062 Fax: +1 212 291 9118 Fax: +44 20 3350 2088 Fax: +852 2522 2280 [email protected] [email protected] [email protected] [email protected] *M&A, Project Finance, Capital Markets *Commodities, Futures and Derivatives *Project Finance, Joint ventures, Leveraged Finance *Project Finance, Joint ventures

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

24 25 Notes

26 27 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. 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 Palo Alto, CA 94303-3308 Australia U.S.A. 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, 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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