Premier Natural Resources Practice “They go to great lengths to understand your industry, business and specific objectives . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.” CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES “Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.” CLIENT QUOTED IN CHAMBERS USA 2013 “Sullivan & Cromwell has ‘very thorough knowledge of the industry’.” Client Quoted In LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas Premier Natural Resources Practice &C has served the needs of extractive industry clients Our multi-disciplinary approach ensures that clients benefit from our industry experience in each of our Sfor over a century. Lawyers in our Natural Resources practice areas, from advising junior resource companies, private equity and commodities traders to some of the Group have advised on many of the most transformative world’s largest energy and mining companies and their financiers. Our core practice areas and the natural and complex transactions in both the oil and gas and resources industries we serve include: mining and minerals industries. Our experience extends OUR GLOBAL Mergers & Acquisitions and Joint Ventures PRACTICE AREAS across the natural resources sector and is global in scope, Project Development & Finance from Argentina to Zimbabwe. Capital Markets, Leveraged Finance & Lending Private Equity Restructuring Commodities, Futures & Derivatives Tax Sanctions and Trade Disputes and Investigations OUR INDUSTRIES Oil and Gas — Upstream — Pipelines — LNG — Downstream Mining and Metals 2 3 Oil and Gas &C has significant and varied experience advising clients S&C’s standing in the industry is reflected in the number of major companies it has represented, both directly and in Sin the oil and gas sector. Our depth of understanding of the consortia, including: oil and gas industry means our lawyers’ advice is always oriented AEC (Alberta Energy) INPEX towards achieving the commercial objectives of our clients. American Energy Nigeria LNG Partners Nippon Oil We provide tailored solutions informed by market knowledge. BG Group Oleoducto Central Our multi-disciplinary approach ensures that clients benefit BGP Inc. (OCENSA) BHP Billiton Petroleum Oil Search from our industry experience in each of our core practice areas. BP PDVSA Cheniere Energy PetroChina Chevron Repsol CNOOC Royal Dutch Shell ConocoPhillips SeaDrill Devon Energy Sempra Energy Enbridge Sinopec EnCana Statoil “Oil & Gas Legal Adviser of the Year” Eni Total ENN Energy Transportadora de Gas INFRASTRUCTURE JOURNAL, 2011 del Sur ExxonMobil Woodside Petroleum Hess Hunt Oil 4 5 Oil and Gas UPSTREAM &C’s deep industry experience includes significant Supstream projects globally. This work, often in challenging emerging markets, extends from the structuring and negotiation of host country and commercial arrangements to the eventual financing. SELECTED PROJECTS ACG/Azerbaijan Dolphin Energy — Sincor Heavy Oil Project (1998) Tengizchevroil (TCO) Project The following LNG projects “Mega-Structure” (2004) Qatar/UAE (2009, 2012, 2015) S&C represented the sponsor (2004, 2016) were combined upstream The ACG Phase 1 Project was S&C worked as designated consortium which consisted of S&C advised Tengizchevroil LLP development and liquefaction the first stage of full-field lenders/underwriters counsel in affiliates of TotalFinaElf, PDVSA (TCO) in its 2016 $16 billion facilities. For more information development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Statoil in this $4.6 billion project financing to fund the please see “Oil and Gas – LNG” and Deepwater Gunashli “mega- refinancing, a project heralded project to develop, produce, $42.5 billion expansion and beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy modification of its upstream Australia Pacific LNG (2012) involves developing the Central its size. The project, the Middle crude oil from the Orinoco River operations at the Tengiz super Azeri portion of the Azeri field, East’s largest cross-border gas belt in Venezuela, in the largest giant oilfield in Kazakhstan. The PNG LNG (2010) including the construction of a project, produces gas from the project financing at the time to transaction, which closed in July Yemen LNG (2008, ongoing) new production platform, a gas North Field in Qatar, the world’s successfully close in Latin America. 2016, is the largest upstream compression and water-injection largest non-associated gas field, The project, structured as an oil industry project financing platform and subsea oil and and then transports and sells unincorporated joint venture, was to date and the second-largest gas pipelines. The ACG Phase 1 the gas to customers in Dubai, named by IFLR as “Oil and Gas project financing ever. TCO is a Project followed the successful Abu Dhabi and Oman. The Deal of the Year”. Kazakh partnership comprising initial “Early Oil” component of financing included a $1.25 billion affiliates of Chevron, ExxonMobil, the development of the Azeri, project bond, a $1.142 billion KazMunayGas, the Kazakh state Chirag and Deepwater Gunashli commercial bank debt tranche oil company, and Lukoil. S&C has “mega-structure”, which was (involving the participation of advised TCO on numerous other financed in 1998. 22 banks), a $218 million SACE- financing and commercial matters backed export credit tranche and since 2004. Named by PFI as senior co-lending by the project “European Oil & Gas Deal of the sponsors, Mubadala Development Year” in 2016. Company, Total and Occidental. The bank financing was refinanced in the bond market in 2012. In 2015, S&C advised the lenders/underwriters on a new 6 $863 million term loan facility. 7 Oil and Gas PIPELINES FACTS AND FIGURES* &C has market-leading cross-border pipeline expertise, having advised on several of the most complex cross- S 25,036 km of signed or pending pipeline projects S&C has worked on border pipeline projects in the world. Our lawyers are adept traversing over 20 different countries. at addressing the complete range of issues that any pipeline $41 billion approximate amount of debt raised by pipeline projects involving project will need to consider, including key issues arising in S&C in finance plans including MLAs and ECAs and other agencies connection with host-government and inter-governmental such as BNDES, Coface, KEXIM, EBRD, Hermes, IFC, JBIC, MIGA, NEXI, OPIC, SACE, USEXIM, among others. agreements and related structuring issues for cross-border pipelines, such as maritime boundary issues. 92 total number of sponsors S&C has advised, individually or as members of consortia, on pipeline projects including IOCs, NOCs from Europe, Asia, Africa, Middle East and Latin America, and REPRESENTATIVE PIPELINE PROJECTS JURISDICTIONS independents. Baku-Tbilisi-Ceyhan Pipeline Project Azerbaijan/Georgia/Turkey Dolphin Energy Gas Pipeline U.A.E./Qatar/Oman 4.45 average number of sponsors S&C has advised on each CPC Pipeline Consortium Financing Russia/Kazakhstan pipeline project. South Stream Pipeline Project (pending) Russia/Bulgaria/Serbia/Southern and Central Europe South Caucasus Gas Pipeline (Shah Deniz) Azerbaijan/Georgia/Turkey of S&C pipeline projects involved developments in two or Al-Khaleej Gas Pipeline (proposed) Qatar/Kuwait 68% more countries. Alliance Gas Pipeline Canada/U.S. Alaska Natural Gas Pipeline (proposed) U.S./Canada AIOC Western and Northern Routes Azerbaijan/Georgia/Russia 80% of S&C’s pipeline projects have taken place in emerging markets. Tengizchevroil (TCO) Kazakhstan/Russia GasAndes Pipeline Argentina/Chile *as of December 2016 Camisea Gas Pipeline Peru OCP Pipeline Ecuador Oleoducto Central Pipeline Project (Ocensa) Colombia 8 Oil and Gas LNG &C has been involved in the structuring and financing AWARDS AND RECOGNITIONS Sof some of the largest and most complex LNG projects Band 1 Projects: LNG – Nationwide . Chambers USA, 2016 ever undertaken. Our experience in LNG and gas projects Cheniere Corpus Christi LNG The largest single project financing in the United States extends from drafting and negotiating shareholder Americas Deal of the Year . Project Finance International North America LNG Deal of the Year . IJ Global arrangements, SPAs, shipping contracts, and construction and Cameron LNG operating arrangements to negotiating and drafting limited One of the largest single project financings in the United States Project Finance Deal of the Year 2014: Americas. IFLR U.S. recourse financings. Deal of the Year 2014: Americas. Trade Finance Highly commended: “Innovation in Finance Law” 2014. FT Innovative Lawyers North America Australia Pacific LNG (APLNG) The first major coal-seam gas project financing ever undertaken Asia-Pacific Oil and Gas Deal of the Year 2012 . Project Finance International “Earns plaudits for its LNG practice.” Asia-Pacific Oil and Gas Deal of the Year 2012 . Project Finance CHAMBERS GLOBAL, 2015 Standout Energy Deal. FT US Innovative Lawyers Best Project Finance Deal. Finance Asia PNG LNG The world’s then largest-ever energy markets project financing Global Deal of the Year 2010. Infrastructure Journal Asia Pacific Deal of the Year. Project Finance International Asia-Pacific Oil and Gas Deal of the Year 2009. Project Finance