Experience in the Oil and Gas Industry ASIA-PACIFIC AND GLOBAL EXPERTISE “Their ability to constantly deliver the highest quality product in extremely challenging time-frames and under very strong pressure is remarkable.” IFLR, 2016 Oil and Gas &C has significant and varied experience advising clients Sin the oil and gas sector. Our depth of understanding of the oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of our clients active in Asia-Pacific and worldwide. We provide tailored solutions informed by market knowledge. Our multi- disciplinary approach ensures that clients benefit from our industry experience in each of our core practice areas. OUR OIL AND GAS Upstream INDUSTRIES Pipelines LNG Downstream OUR GLOBAL Mergers & Acquisitions and Joint Ventures PRACTICE AREAS Project Development & Finance Capital Markets, Leveraged Finance & Lending Private Equity Restructuring Commodities, Futures & Derivatives Tax Sanctions and Trade Disputes and Investigations 2 “Oil & Gas Legal Adviser of the Year” INFRASTRUCTURE JOURNAL, 2011 S&C’s standing in the industry and the Asia-Pacific region is reflected in the number of major companies it has represented, both directly and in consortia, including: AEC (Alberta Energy) INPEX American Energy Nigeria LNG Partners Nippon Oil BG Group Oleoducto Central BGP Inc. (OCENSA) BHP Billiton Petroleum Oil Search BP PDVSA Cheniere Energy PetroChina Chevron Repsol CNOOC Royal Dutch Shell ConocoPhillips SeaDrill Devon Energy Sempra Energy Enbridge Sinopec EnCana Statoil Eni Total ENN Energy Transportadora de Gas del Sur ExxonMobil Woodside Petroleum Hess Hunt Oil 3 Asia-Pacific Region &C has maintained a leading Asia-Pacific practice for Snearly a century. Through high-quality legal service, S&C has established a distinguished legal practice across the region. Today, more than 50 S&C lawyers work in the Firm’s Asia offices in Beijing, Hong Kong and Tokyo. The Firm also has offices in Melbourne and Sydney. We are proud to have served clients in the Asia-Pacific region in first-of-their-kind, innovative transactions, many of which were singled out as landmark transactions for the region, including significant financings in the oil and gas sector. “They handle complexity extremely well, are excellent at communicating, and are sensitive to different cultures while still giving great advice.” CHAMBERS ASIA, 2015 4 SELECTED PROJECT DEVELOPMENT & FINANCE HIGHLIGHTS Australia New Zealand Australia Pacific LNG Project Maui Gas Field Moomba to Sydney Pipeline Papua New Guinea North West Shelf LNG Project Kutubu Petroleum Project and Pipeline Azerbaijan/Georgia/Russia PNG LNG Project ACG/Azeri “Early Oil” phase of Full Field Development Russia Azerbaijan Caspian Sea, Azeri, Chirag and Deepwater Caspian Pipeline Consortium Guneshli “Mega-Structure” Tyumen Offtake Matters Azerbaijan/Georgia/Turkey Russia/Bulgaria/Southern and Central Europe Baku-Tbilisi-Ceyhan Pipeline (BTC) South Stream Pipeline Shah Deniz and SCP Pipeline Project Kazakhstan Turkmenistan Turkmenistan Upstream Caspian Pipeline Consortium Tengizchevroil (TCO) Project MARKET-LEADING PRACTICE 2 of 3 $32 billion Largest-ever oil and gas projects in Asia-Pacific involved S&C S&C is the leading adviser to sponsors in the U.S. LAW FIRMS development and financing of oil and gas projects Sullivan & Cromwell – 11% 2nd ranking firm – 2.5% in the region, having advised on more than 3rd ranking firm – 2% 4th ranking firm – 2% $32 billion of sector projects in Asia-Pacific. 5th ranking firm – 1.3% In addition, the Firm regularly advises on strategic JV, M&A, restructuring and other matters across the region’s expanding oil and gas and natural resouces sector, and frequently acts for lenders Percentage represents market share of all international law firms advising sponsors/borrowers. and underwriters on complex projects. Source: Dealogic ProjectWare, November 22, 2016 5 Asia-Pacific Region MeRgeRS & ACQUISITIONS &C is a leading adviser on strategic M&A matters in SAsia-Pacific, ranking as a top U.S. law firm for M&A in the region (Thomson). We advise on investment, joint venture and other M&A matters involving the acquisition or sale of companies engaged in the oil and gas sector in Asia-Pacific. Our experience includes a number of mandates involving the acquisition or disposition of oil and gas infrastructure assets, including pipelines. “They understand issues quite quickly and work proactively to find solutions.” CHAMBERS ASIA, 2014 6 SELECTED HIGHLIGHTS BGP Inc. (China), a subsidiary also represented ENN Energy Enterprises, Inc. (doing of the China National as borrower of a bridge facility business as Solar Monkey) Petroleum Corporation in its from Citigroup (withdrawn). (U.S.). (2011) acquisition of a controlling (2012) Inpex Corporation (Japan) in interest in an oil and gas Consortium comprising Italian its $3.074 billion acquisition of exploration equipment joint operator SNAM (45%), GIC, Teikoku Oil Co., Ltd. (Japan). venture with ION Geophysical the Singaporean sovereign (2006) Corp (U.S.), a NYSE listed fund (35%) and EDF (France) company, and in its acquisition Goldman Sachs as financial (20% through its dedicated of approximately 19.9% of adviser to CNOOC (China) in assets fund), in the $3.3 billion ION’s listed common stock the $2.9 billion acquisition of acquisition of Transport et and the arrangement for certain oil and gas exploration Infrastructures Gaz France recapitalization of its debt. assets from Tullow Oil. (2012) (TIGF) from Total SA (France). (2010) (2013) Goldman, Sachs & Co., BHP Billiton (Australia) in financial adviser to Constellation Energy its $15.1 billion acquisition SapuraCrest Petroleum Group, Inc. (U.S.) in the of Petrohawk Energy Berhad (Malaysia) in its $4 sale of the downstream Corporation (U.S.). (2011) billion merger with Kencana natural gas trading business Petroleum Berhad (Malaysia). China Investment of Constellation Energy (2012) Corporation (China) in a $150 Commodities Group, Inc. million investment in Triana (U.S.) to Macquarie Cook Oleoducto de Crudos Energy Investments, LLC Energy, LLC (Australia), a Pesados (Ecuador) in (U.S.) by a subsidiary of China subsidiary of Macquarie Bank the acquisition of a 30% Investment Corporation and Limited (Australia). (2009) interest by China Petroleum an affiliate of Morgan Stanley & Chemical Corporation ENN Energy China (U.S.). (2010) (Sinopec). (2006) Investment, a wholly-owned CIC Capital (China) as a subsidiary of ENN Energy PetroChina (China) in member of a consortium led Holdings Limited (Cayman its acquisition of a 51.89% by Brookfield in its $5.2 billion Islands), in its RMB4 indirect interest in CNPC acquisition of a 90% stake in billion equity investment (Hong Kong) Limited. (2008) the natural gas pipeline unit of (representing a 1.12% equity Petrobras (Brazil). (2017) interest) in Sinopec Marketing (China). (2014) Consortium comprising ENN Energy Holdings Limited Hanwha Corporation (Korea) (China) and China Petroleum in its acquisition of common & Chemical Corporation stock representing 49% of (Sinopec) (China) in the $2.2 equity interests of Komodo billion voluntary general offer for China Gas Holdings Limited (Hong Kong). S&C 7 Asia-Pacific Region CaPITAL MaRKETS, LeVERageD FINANCE & LeNDING &C has advised a range of companies active throughout Sthe oil and gas space in important capital raising transactions. We are also adept at structuring project bonds for developments in the oil and gas sector. SELECTED CLIENTS Alinta Energy Holdings Idemitsu Kosan Ampol Exploration Inpex Corporation APA Group Kunlun Energy Co. Ltd. Aurora Oil & Gas Limited Oil Search Australia Pacific LNG Origin Energy Limited BHP Billiton PetroChina Company* China Gas Holding Limited PTT Exploration and Production* CNOOC Limited* Santos* CNPC (Hong Kong) Ltd.* Tengizchevroil ENN Energy Woodside Petroleum *Asterisk indicates S&C represented the underwriter/agent or arranger. Otherise, we advised the issuer. 8 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 — “Mega-Structure” (2004) Qatar/UAE (2009, 2012, 2015) The ACG Phase 1 Project was S&C worked as designated the first stage of full-field lenders/underwriters counsel in development of the Azeri, Chirag the $4.14 billion Dolphin Energy and Deepwater Gunashli “mega- refinancing, a project heralded structure” offshore Azerbaijan and as much for its complexity as involves developing the Central its size. The project, the Middle Azeri portion of the Azeri field, East’s largest cross-border gas including the construction of a project, produces gas from the new production platform, a gas North Field in Qatar, the world’s compression and water-injection largest non-associated gas field, platform and subsea oil and and then transports and sells gas pipelines. The ACG Phase 1 the gas to customers in Dubai, Project followed the successful Abu Dhabi and Oman. The initial “Early Oil” component of financing included a $1.25 billion the development of the Azeri, project bond, a $1.142 billion Chirag and Deepwater Gunashli commercial bank debt tranche “mega-structure”, which was (involving the participation of financed in 1998. 22 banks), a $218