Experience in the Oil and Gas Industry “They go to great lengths to understand your industry, business and specific objectives . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.” Client Quoted In CHAMBERS UK, 2014 NATURAL RESOURCES “Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.” Client Quoted In CHAMBERS USA, 2013 “Sullivan & Cromwell has ‘very thorough knowledge of the industry’.” Client Quoted In THE LEGAL 500 UK, 2014 Projects, Energy and Natural Resources: Oil & Gas Oil and Gas &C has significant and varied experience advising clients “Oil & Gas Legal Adviser of the Year” Sin the oil and gas sector. Our depth of understanding of the INFRASTRUCTURE JOURNAL, 2011 oil and gas industry means our lawyers’ advice is always oriented towards achieving the commercial objectives of our clients. S&C’s standing in the industry is reflected in the number We provide tailored solutions informed by market knowledge. of major companies it has represented, both directly and in consortia, including: Our multi-disciplinary approach ensures that clients benefit AEC (Alberta Energy) INPEX from our industry experience in each of our core practice areas. Agip Kerr-McGee American Energy Nigeria LNG OUR OIL AND GAS Upstream Partners INDUSTRIES Nippon Oil Pipelines BG Group Oleoducto Central LNG BHP Billiton Petroleum (OCENSA) Downstream BP Oil Search Cheniere Energy PDVSA OUR CORE Mergers & Acquisitions and Joint Ventures Chevron Repsol PRACTICE AREAS Project Development and Finance ConocoPhillips Royal Dutch Shell Capital Markets, Leveraged Finance & Lending Devon Energy SeaDrill Limited Private Equity Enbridge Sempra Energy Restructuring EnCana Statoil Commodities, Futures & Derivatives Eni Total Tax ExxonMobil TransCanada Sanctions and Trade Hess Transportadora de Gas del Sur Disputes and Investigations Hovensa Union Texas Petroleum Hunt Oil Woodside Petroleum Imperial Oil 2 3 Oil and Gas UPSTREAM &C’s deep industry experience includes significant Supstream projects. 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 and 2012) S&C represented the sponsor (2004, 2015) 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 TotalFinaElf, 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- refinancing, a project heralded project to develop, produce, involving affiliates of beginning on page 10. structure” offshore Azerbaijan and as much for its complexity as update and export extra heavy ChevronTexaco, ExxonMobil, the Australia Pacific LNG (2012) involves developing the Central its 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 others, 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, ongoing) 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 of gas pipelines. The ACG Phase 1 gas to customers in Dubai, Abu named by IFLR as “Oil and Gas senior secured debt provided by Project followed the successful Dhabi and Oman. The financing Deal of the Year”. partner co-lenders. Proceeds of the initial “Early Oil” component of included a $1.25 billion project offering and loans were used for the development of the Azeri, bond, a $1.142 billion commercial the expansion of TCO’s upstream Chirag and Deep-water Gunashli bank debt tranche (involving operations at the Tengiz supergiant “mega-structure”, which was the participation of 22 banks), a oil field in Kazakhstan. The financed in 1998. $218 million SACE-backed export financing marked the largest oil credit tranche and senior co- and gas project bond ever and the lending by the project sponsors, second-largest oil and gas project Mubadala Development Company, financing of any type (the largest, Total and Occidental. The bank Sincor, also having had S&C act for financing was refinanced in the the borrower). In 2015, S&C also bond market in 2012. advised TCO on a $500 million revolving credit facility. 4 5 Oil and Gas PIPELINES &C has market-leading cross-border pipeline expertise, FACTS AND FIGURES* 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 2015 Camisea Gas Pipeline Peru OCP Pipeline Ecuador Oleoducto Central Pipeline Project (Ocensa) Colombia 6 7 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, 2015 ever undertaken. Our experience in LNG and gas projects 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 arrangements, SPAs, shipping contracts, and construction and Cameron LNG One of the largest single project financings in the United States operating arrangements to negotiating and drafting limited Project Finance Deal of the Year 2014: Americas . IFLR U.S. Deal of the Year 2014: Americas . Trade Finance recourse financings. 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 Asia-Pacific Oil and Gas Deal of the Year 2012 . Project Finance “Earns plaudits for its LNG practice.” Standout Energy Deal. FT US Innovative Lawyers CHAMBERS GLOBAL, 2015 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 Australasian Law Awards: Project Finance Deal of the Year. Asian Legal Business Energy Projects: Oil & Gas Team of the Year, 2010 . Chambers USA Award for Excellence Yemen LNG The first large-scale project financing in Yemen Global Deal of the Year 2008. Infrastructure Journal Oil & Gas Deal of the Year . Infrastructure Journal Middle East Oil & Gas Deal of the Year 2008 . Project Finance 8 Middle East Oil & Gas Deal of the Year. Project Finance International Oil and Gas LNG continued No firm has more relevant, current experience advising sponsors and borrowers in the complexities associated with world-class projects in the LNG sector. In addition to our significant work in emerging markets, S&C is playing a