Experience in the Oil and Gas Industry - Sullivan & Cromwell ...
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
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
C H A M B E R S U K 2 01 4
N AT U R A L R E S O U R C E S
“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
C H A M B E R S U S A 2 01 3
“The partners ‘are detail oriented, efficient and
they think strategically’. ‘Their legal expertise
is absolutely first rate but equally or more
valuable is their general industry/business
advice and suggestions on how to tackle issues.”
L E G A L 5 0 0 L AT I N A M E R I C A
2 01 3Oil and Gas
S “Oil & Gas Legal Adviser of the Year”
&C has significant and varied experience advising clients in
the oil and gas sector. Our depth of understanding of the oil I N F R A S T R U C T U R E J O U R N A L 2 0 11
and gas industry means our lawyers’ advice is always orientated
towards the achievement of our clients’ business objectives.
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 Corporation
from our industry experience in each of our core practice areas.
American Energy Kerr-McGee
Partners, LP
Nigeria LNG Limited
OUR OIL AND GAS Upstream BG Group plc
INDUSTRIES
Nippon Oil
Pipelines BHP Billiton Petroleum
Oleoducto Central S.A.
LNG BP plc (OCENSA)
Downstream Cheniere Energy Oil Search Limited
Chevron Corporation PDVSA
OUR CORE Mergers & Acquisitions and Joint Ventures ConocoPhillips Repsol
PRACTICE AREAS
Project Development and Finance Devon Energy Royal Dutch Shell Group
Capital Markets, Leveraged Finance & Lending Enbridge Inc. SeaDrill Limited
Private Equity EnCana Corp. Sempra Energy
Restructuring Eni S.p.A. Statoil ASA
Commodities, Futures & Derivatives ExxonMobil Corporation Total S.A.
Tax Hess Corporation TransCanada
Corporation
Sanctions and Trade Hovensa LLC
Union Texas Petroleum
Disputes and Investigations Hunt Oil
Woodside Petroleum Ltd.
Imperial Oil Limited
2 3Oil and Gas
S TAT E - O W N E D O I L C O M P A N I E S
O
ur work in the oil and gas industry includes
extensive experience with state-owned or
national oil companies.
Abu Dhabi National Oil Company (ADNOC) KazMunayGas Petróleos de Venezuela S.A. (PDVSA) Qatar Petroleum (QP)
Counsel to Emirates Aluminium (50% owned by
Counsel to the consortium, which includes Counsel to the consortium, comprised of Counsel to ExxonMobil as co-sponsor/developer
Mubadala) in negotiations of direct agreement with
KazMunayGas and the Russian Federation, in sponsors Total, PDVSA and Statoil, on the of the Al-Khaleej (AKG-1) gas pipeline designed
ADNOC
the financing of the Caspian Pipeline Consortium $4.6 billion Sincor Extra Heavy Oil Project to transport significant quantities of gas from
China National Offshore Oil Company (CNOOC) Project (Kazakhstan/Russia) in Venezuela Qatar’s North Field to Kuwait
Counsel to Goldman Sachs as financial adviser to Counsel to the consortium, which includes Counsel to the the project company in the Counsel to the lenders and underwriters to
CNOOC (China) on the $2.9 billion acquisition of KazMunayGas, in the $4.5 billion financing for Petrozuata Extra Heavy Oil Export Project Dolphin Energy in discussions with Qatar
certain oil & gas exploration assets from Tullow Oil the Tengizchevroil (TCO) Expansion Project in sponsored by PDVSA Petróleo y Gas S.A. Petroleum
Kazakhstan and a Conoco Inc. affiliate
Counsel to the underwriters in equity offerings Yemen Gas Company
by CNOOC Limited National Gas Company of Trinidad and Tobago Petróleos Mexicanos (PEMEX) Counsel to Yemen LNG on the $4.8 billion limited
Counsel to the project company in financing for the recourse project financing of its upstream, pipeline
China Petroleum and Chemical Corporation Counsel to the underwriters on multiple
Phoenix Park natural gas processing project. The and two train LNG liquefaction project, shareholders
(Sinopec) debt offerings by Petróleos Mexicanos
consortium included the state-owned gas company of of which are direct or indirect subsidiaries of Total,
Counsel to the project company in $8.5 billion Trinidad and Tobago. Counsel to the consortium for $1.0 billion Hunt Oil, SK Corp., Hyundai Corp, Kogas, Yemen
financing for the APLNG project, owned by financing of Deer Park Refinery in the Gas Co. and Yemen’s pension fund, GASSP
Oman Oil Company(OOC) United States. The consortium included a
Conoco Phillips, Origin and Sinopec
Counsel to Alcan as sponsor in the Sohar smelter Pemex subsidiary.
Counsel to the consortium comprising ENN
project, partners of which included state-owned
Energy Holdings Limited and Sinopec on the State Oil Company of Azerbaijan Republic
Oman Oil Company S.A.O.C. and the Abu Dhabi
$2.2 billion voluntary general offer for China Gas (SOCAR)
Water and Electricity Authority (ADWEA)
Holdings Limited (withdrawn) (Hong Kong) Counsel to the consortium, which includes the
Petroleo Brasiliero S.A. (Petrobras) Azerbaijani state-owned oil company SOCAR,
Counsel to Oleoducto de Crudos Pesados on the
in the financing of South Caucusus Pipeline and
acquisition of a 30% interest by Sinopec Counsel to the lenders in $850 million financing the BTC Pipeline
for the Cabiúnas Gas Project in Brazil
Ecopetrol
Turkish Petroleum Corporation (TPAO)
Counsel to the lenders in $1.6 billion financing for
Counsel to Ecopetrol with respect to its Annual Counsel to the consortium, which includes
the EVM Oilfields Project in Brazil
Report on Form 20-F the Turkish state-owned oil company Türkiye
Counsel to the consortium, which includes PetroChina (listed arm of China National Petrolleri Anonim Ortaklığı, or TPAO, in the
Ecopetrol, on the $2.4 billion OCENSA Pipeline Petroleum Corporation) financing of the South Caucusus Pipeline, the
Project Counsel to the underwriters to PetroChina on its BTC Pipeline, the ACG/Azerbaijan “Mega-
SEC-registered $3,900 million IPO and Reg S equity Structure” Full Field and the Shah Deniz gas field
Counsel to the underwriters in Rule 144A/Reg S
offering
debt offering by Ecopetrol
4 5Oil and Gas
UPSTREAM
S
&C’s deep industry experience includes significant
upstream projects, many in challenging emerging
markets. This work extends from the structuring and
negotiation of host country and commercial arrangements to
the eventual financing, often in emerging markets.
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 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)
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), a supergiant oil field in Kazakhstan.
financed in 1998. $218 million SACE-backed export The financing marked the largest
credit tranche and senior co- oil and gas project bond ever and
lending by the project sponsors, the second-largest oil and gas
Mubadala Development Company, project financing of any type (the
Total and Occidental. The bank largest, Sincor, also having had
financing was refinanced in the S&C act for the borrower).
bond market in 2012.
6 7Oil and Gas
PIPELINES
S
&C has market-leading cross-border pipeline expertise, FA C T S A N D F I G U R E S *
having advised on several of the most complex cross-
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
$39 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
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
8 9Oil and Gas
LNG
S
&C has been involved in the structuring and financing AWA R D S A N D R E C O G N I T I O N S
of 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
Australia Pacific LNG (APLNG)
extends from drafting and negotiating shareholder
The first major coal-seam gas project financing ever undertaken
arrangements, SPAs, shipping contracts and construction and 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
operating arrangements to negotiating and drafting limited
Standout Energy Deal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FT US Innovative Lawyers
recourse financings. 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
“Noted for the strength of its oil and Asia Pacific Deal of the Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project Finance International
Asia-Pacific Oil and Gas Deal of the Year 2009. . . . . . . . . . . . . . Project Finance
gas projects practice and its attorneys’ Australasian Law Awards:
Project Finance Deal of the Year. . . . . . . . . . . . . . . . . . . . . . . . . . . Asian Legal Business
knowledge of the LNG sector.”
Energy Projects: Oil & Gas Team of the Year, 2010 . . . . . . . . . . . . Chambers USA Award
CHAMBERS USA 2014 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
10Oil and Gas
L N G 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 matters within 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
project in Corpus Christi, Texas. financing until 2013.
Financed with a combination of commercial
bank debt and export credit agency debt. The
Cameron LNG (2014) financing was structured to accommodate
Advising 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
Yemen LNG Project (2008) project finance facility for the development of
& Co., Ltd.
Advised Yemen LNG in the $4.8 billion upstream, its groundbreaking $20 billion coal seam gas to
DOE approval to export up to 12 Mtpa of 320 km pipeline and two-train LNG liquefaction liquefied natural gas project on Curtis Island,
domestically produced LNG from the Cameron project in Balhaf. Queensland.
LNG terminal to all current and future FTA
countries. Shareholders are direct or indirect subsidiaries of Total, Advice on commercial contract structuring, pipeline
Hunt Oil, SK Corp., Hyundai Corp., Kogas, Yemen Gas and LNG shipping matters.
Financed by JBIC and commercial banks. Co. and Yemen’s pension fund, GASSP.
APLNG is owned by Conoco Phillips, Origin and
$2.8 billion financing including direct loans from JBIC China Petrochemical Corp. (Sinopec).
(buyer’s credit) and KEXIM, uncovered commercial
bank loans, bank loans covered by COFACE, NEXI and First unconventional gas to LNG project in the world.
KEXIM, and a sponsor senior loan facility.
12 13Oil and Gas
DOWNSTREAM
W
e have considerable experience with large-scale
refinery 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
Bayóvar Phosphorus Deer Park Refining Sweeny Coker Refinery Cantarell HOVENSA Refinery Cape Horn Methanol
Ore Project Deer Park Refining Limited S&C represented both the capital S&C represented Citibank, EDC S&C represented HOVENSA Cape Horn Methanol, formerly
S&C advised Mitsui & Co., Ltd. Partnership was formed by Shell markets underwriters’ financing and the other bank lenders in the in the creation, initial financing a joint venture between the
in its acquisition from Vale S.A. Oil Company and a subsidiary of and the bank lenders in the $1 billion Cantarell nitrogen gas and subsequent financing of Henley Group and two Chilean
of a non-controlling stake in a of Petróleos Mexicanos to $525 million development and BOOT project in Mexico. The HOVENSA LLC, a 50/50 joint shareholders, Compañía
phosphorus ore project being own, operate and upgrade construction of a coker and related project involved the construction venture between Amerada Hess Manufacturera de Papeles y
developed by Vale in the Bayóvar the fuels refinery portion of a facilities at Phillips Petroleum of facilities for the extraction and Petróleos de Venezuela, S.A. Cartones S.A. (CMPC) and a
area of Peru’s Piura Province and fully integrated refinery and Company’s refinery complex in and eventual delivery of nitrogen (PDVSA), to acquire, own and company in the Menendez Group,
the entry into a joint venture with petrochemical facility located in Sweeny, Texas. The project was gas to Petróleos Mexicanos, the operate the Hess 500,000 bpd constructed a facility in Chilean
Vale and The Mosaic Company. Deer Park, Texas. S&C represented designed to enable Phillips to Mexican state-owned petroleum refinery in the U.S. Virgin Islands. Patagonia to convert natural gas
The transaction valued the the underwriters for the initial $1 process lower-cost, heavy sour company. In 2002, Hovensa LLC issued new to methanol. S&C represented
Bayóvar project at $1.1 billion, billion capital markets financings crude oil and to improve the senior secured tax-exempt revenue the Chilean partners and
with a wholly owned subsidiary and lenders for the subsequent profitability of the refinery. Egypt Petrochemical Project bonds to pay down borrowings subsequently acted as U.S. counsel
of Mitsui purchasing 25% of the expansion financing. S&C represented the sponsor in and to fund an extended debt to Fletcher Challenge limited of
project for $275 million. The Phoenix Park Gas Processors the structuring of a confidential service reserves account. New Zealand, which purchased a
transaction represents the first Port Arthur Refinery Limited petrochemical project in Egypt. controlling interest in the project
time that a Japanese company has S&C represented the S&C acted as counsel to Phoenix Qatar Petrochemical Project from the Henley Group.
acquired an economic interest in underwriters, bank lenders Park Gas Processors Limited (the KPI Project S&C represented a sponsor in the
phosphorus deposits. and insurance providers in the project), owned by the National S&C is representing TCO structuring of a petrochemical
$860 million refinery upgrade Gas Company of Trinidad and as feedstock supplier to this project in Qatar.
project in Port Arthur, Texas. Tobago, Conoco, Inc. and a third proposed petrochemical project
The upgrade project included the party, on a $110 million senior in Kazakhstan.
construction of additional coking debt financing to expand the
and hydrocracking capability and Phoenix Park’s cryogenic natural
a sulphur unit. gas processing plant in Trinidad.
14 15Oil and Gas
MERGERS & ACQUISITIONS
S
&C has an extensive record advising acquirers, target R E P R E S E N TAT I V E O I L A N D G A S M & A T R A N S A C T I O N S
American Energy – Permian Consortium comprising Italian Consortium comprising ENN
companies and their financial advisers in mergers 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 will Resources, LLC (U.S.) for $2.5 Gaz France (France) from Kong). S&C also represents
billion (2014) Total SA (France) (2013) ENN Energy as borrower of a
be invaluable on 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
“Sullivan & Cromwell is a Shale plays from East
of Express Pipeline System
did not already own (2011–2012)
Resources, Inc. (U.S.) and an
to Spectra Energy as part of Sempra Energy (U.S.) in
unnamed private company for
dominant force in the energy $1.75 billion (2014)
a $1.49 billion transaction its agreement with Noble
(2013) Americas Gas & Power Corp.
Canada Pension Plan (U.S.) to sell the Sempra
world at large.”
Deutsche Bank AG
Investment Board (Canada) Energy Solutions LLC unit
(Germany) and Goldman
in a series of transactions of its Royal Bank of Scotland
C H A M B E R S U S A 2 0 11 Sachs & Co. (U.S.) as financial
pursuant to which it acquired Group plc (U.K.)–Sempra
advisers to CVR Energy,
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)
16 17Oil and Gas
M E R G E R S & A C Q U I S I T I O N S 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 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)
18Oil and Gas
PROJECT DEVELOPMENT AND FINANCE
S
&C has advised in the development of oil and gas projects AWA R DS AN D R EC O GN I T I ON S
and their limited recourse financings throughout the
Short-list: “Projects and Energy Firm of the Year”
world. We have established an enviable level of expertise for
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
Infrastructure Journal, 2011
the majority of our work tends to be for sponsors/borrowers,
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
% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK Australia Pacific LNG (APLNG)
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
Project Finance International, Middle East, 2012
6th ranking firm 35.02% 11.78%
7th ranking firm 33.48% 15.73% PNG LNG
8th ranking firm 33.13% 12.24% Global Deal of the Year
9th ranking firm 30.92% 10.77% Infrastructure Journal, 2011
10th ranking firm 30.19% 11.00%
Source: Dealogic ProjectWare, January 1, 1994 – March 19, 2014
20Oil and Gas
P R O J E C T D E V E L O P M E N T A N D F I N A N C E continued
ASIA
Australia
Australia Pacific LNG Project
Moomba to Sydney Pipeline C A R I B B E A N / L AT I N A M E R I C A
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 Oleoducto Central Crude Oil Pipeline (Ocensa)
Canada
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
Shah Deniz and SCP Pipeline Project
Mozambique Peru
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 Frontier Pipeline Company Phoenix Park Gas Processors Plant
Tengizchevroil (TCO) Project
Qatar Port Arthur Refinery Project
Russia US Virgin Islands
Confidential Petrochemical Project Sweeny, Texas Refinery
Caspian Pipeline Consortium HOVENSA (USVI) Project and Refinancing
Tyumen Offtake Matters Saudi Arabia Venezuela
Saudi Gas Initiative José Terminal
Russia/Bulgaria/Southern and
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
22 23Oil and Gas
C A P I TA L M A R K E T S , L E V E R A G E D F I N A N C E A N D L E N D I N G
S
&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)
Petróleo 3 (debt) Total Capital (Guaranteed by BP 1 (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)
United States
the world, giving us critical insight into the commercial, (debt & equity)
YPF 1 (equity & IPO)
Total S.A. 1 (debt)
Amerada Hess 3 (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 LNG 1 (debt) Amoco 2 (equity)
underwriters, lenders, selling shareholders and sponsors in APA Group 1 (debt) Japan Aurora USA Oil & Gas 1 (debt)
BHP Billiton 1 (debt) Idemitsu Kosan 1 (equity) Cabot Oil and Gas 3 (debt &
initial public offerings, investment grade, project bond, high- Oil Search 1 (equity) Inpex Corporation 1 (equity & IPO) equity)
Origin Energy Limited 1 (debt) Cal Dive International 1 (equity)
Kazakhstan
yield bonds, revolving and term loan bank financings and Santos 1, 3 (debt & equity)
Tengizchevroil 1 (debt)
Clark Oil & Refining 3 (debt)
Woodside Petroleum 1 Deer Park Refining 3 (debt)
structured financings and landmark privatizations around (debt & equity) Kuwait Duke Energy Field Services, LLC 3
(debt & IPO)
Santa Fe International 3 (equity)
Canada Hovensa 1 (debt)
the world. Amoco Canada 2 (debt) Mexico MAPCO 2 (debt)
Enbridge 1 (debt) Pemex 3 (debt) Merey Sweeny 2 (debt)
Gulf Canada 1 (debt & IPO) NiSource 3 (equity)
Imperial Oil 1 (debt) Norway
Noble Affiliates 3 (debt & equity)
Interprovincial Pipe Line 1 (equity) Ability Group 1 (equity)
Parker & Parsley Petroleum 3
Norcen Energy Resources 3 (debt) Norsk Hydro 1, 3 (debt & equity)
(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)
Spain (equity)
China Gas Holding Limited
Enagas 3 (equity & IPO) Santa Fe International Corp. 3
(equity)
Repsol 3 (debt & equity) (IPO)
ENN Energy 1 (debt)
Shell Oil 3 (debt)
Kunlun Energy Co. Ltd. (equity)
Thailand Southern Union Company 3 (debt)
PetroChina Company 3 (equity &
PTT Exploration and Production 3, 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 25S
&C lawyers engaged in oil and gas transactions have
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
27Private Equity Restructuring
S S
&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has been
public and private companies considering transactions the firm of choice for many oil and gas and other natural
with sponsors. Within the private equity practice, our Natural resources companies seeking non-traditional investments,
Resources Group is focused on transactions with sponsors that sales and restructuring arrangements in connection with the
primarily invest in the oil and gas, mining and infrastructure global credit crisis. In the wake of the global financial crisis,
sectors. Our deep understanding of the sectors has allowed the 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
M AT T E R S
in a variety of transactions, including advising American R E C E N T H I G H L I G H T S I N C L U D E A DV I S I N G
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)
and American Energy – Marcellus, LLC of 75,000 net restructuring of the Palaboro
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
as well as a variety of capital raisings, including bank restructuring of the oil refinancing by its controlling
restructuring of its CP
services company Lamprell lenders
financings, convertible debt and high yield transactions for Programme (2009)
plc (2103)
American Energy – Permian Basin, LLC, American Energy Advising a consortium of
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 subsequent insolvencies in
Technology plc the UK the Caspian Oil Fields
joint venture with Arcelor-Mittal in Baffinland and the nuclear decommissioning
six countries* (2013) Advising the lending
business
acquisition by its portfolio company Coronado Coal II LLC syndicate on the
restructuring of the
of coal assets in Logan County, West Virginia from Cliffs
quarrying business of
Natural Resources Inc. Alfred McAlpine plc
28 29Commodities, Futures and Derivatives Tax
S S
&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax
provides a full range of transactional, advisory and planning 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
R E P R E S E N TAT I V E M AT T E R S
CFTC, FERC, FTC, Sempra Energy Trading Corp. Occidental Petroleum in its under which our oil and gas and other natural resources
Department of its sale of: acquisition of Phibro Energy from
Citibank (2009)
Justice and exchange the natural gas, power, energy
and commodity trading platform
clients operate.
investigations of of its RBS-Sempra global BP in the settlement of DOJ and
commodities joint venture to CFTC investigations of commodities
trading activities of
Société Générale and Société manipulation, including entering
energy companies Générale Energy Corp (2011) into a deferred prosecution CROSS- With respect to transactional matters, colleagues in other practice areas
the North American natural gas agreement with the DOJ and a PRACTICE work seamlessly with members of our tax group to advise on tax issues
Regulatory and and power trading agreements consent order with the CFTC NETWORK
related to all manner of transactions, and, in tax disputes, tax group
compliance advice and related commodity
Goldman Sachs and Morgan lawyers work closely with S&C’s litigation group, so that clients receive
inventories, and the global
on government metals and oil, as well as the Stanley in the formation of the benefit of experienced tax lawyers and innovative litigators.
regulations and European power and gas, Intercontinental Exchange, an G LO B A L The S&C tax group has advised many of the leading global natural
businesses of its RBS-Sempra electronic trading facility for the
exchange rules global commodities joint EXPERIENCE resource companies on matters of US, UK and French tax law, in
trading of physical commodities
applicable to hedging venture to J.P. Morgan Ventures connection with important M&A and capital markets transactions,
Energy Corporation, the and over-the-counter derivatives
and trading of energy disputes with various tax authorities and domestic and cross-border
commodities trading subsidiary on physical commodities, and
tax planning. Clients have included oil and gas majors, such as BP plc,
products including of J.P. Morgan Chase (2010) subsequently, Intercontinental
Exchange, LLC (ICE) in ExxonMobil, Occidental Petroleum and TOTAL, as well as others in
cross-border the Sempra Energy Solutions
connection with its strategic and the commodities and energy trading space, including AIG Trading,
LLC unit of its RBS-Sempra
rules, bilateral joint venture to Noble other regulatory matters including Barclays, Goldman Sachs and Sempra Energy. In mining and metals,
record keeping Americas Gas & Power Corp., its acquisition of International we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP
a wholly owned subsidiary Petroleum Exchange (IPE) and its Billiton, Bucyrus International and Inco. We have advised investors
and reporting of Hong Kong-based Noble
joint venture with NGX and investment funds in natural resource and infrastructure projects,
obligations, swap Group Limited (2010)
including transactions involving tax-favored alternative energy and
dealer evaluations Energy Trading Innovations synthetic fuel investments.
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
issues funds managed by Oaktree Capital
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)
30 31Sanctions and Trade Disputes and Investigations
S S
&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and
transactional experience who have a background in investigations 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.
advising the sellers of LNG preparing for arbitration
compliance programs and controls. Much of our experience in contentious repricing proceedings (eventually
negotiations with buyers in settled) on behalf of the
lies in the natural resource industry. Asia, including preparation for sponsors and project company
possible arbitration in a dispute with the host
country arising out of the
preparing for arbitration
development of a nickel mine
proceedings (eventually
SCOPE The scope and enforcement of anti-bribery, anti-corruption and trade in sub-Saharan Africa
settled) on behalf of a
OF WORK sanctions laws in the United States and Europe has significantly
European oil major arising arbitration and court
increased in recent years. Transactions involving natural resource
out of expropriation of an oil proceedings for the sponsors
companies often present significant risk under these laws, in light of
concession in Latin America and project company in a
the particular characteristics of the sector: its global nature, which
dispute with the contractor in
presents challenges in implementing uniform business policies and representing the owners of an
the construction of a copper
procedures; the need to operate in emerging markets, where there may oil pipeline in Latin America
and gold mine in Latin
be a lack of infrastructure and controls necessary to combat corruption, in disputes with the host
America
unstable political situations that are targeted by trade sanctions and government over tax claims
other challenges; and, in light of state ownership of resources and arbitration proceedings in
permitting and other development requirements, there is a high degree Sweden and extensive parallel
of likelihood that interaction with government officials will be necessary. negotiations for a Canadian
mining company against a
We also help our clients to develop, assess and improve their compliance
central Asian sovereign arising
programs and procedures, including reviewing education, training and
out of claimed breaches
internal audit programs. Where necessary, we will assist our clients with
of a mining concession
implementation of remedial actions, including voluntary disclosure to
agreement
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.
32 33Lawyer 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
ahlersw@sullcrom.com libowd@sullcrom.com andronikosn@sullcrom.com logiej@sullcrom.com
*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
delamaterr@sullcrom.com mannc@sullcrom.com beattyc@sullcrom.com morrisseyr@sullcrom.com
*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
delamaterr@sullcrom.com nyattai@sullcrom.com campbellk@sullcrom.com robertsons@sullcrom.com
*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
estesj@sullcrom.com neuhausj@sullcrom.com czernieckik@sullcrom.com blackmorev@sullcrom.com
*LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES *CAPITAL MARKETS *CAPITAL MARKETS
AS I A A N D AU ST R A L I A
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
galviss@sullcrom.com raislerk@sullcrom.com jonescra@sullcrom.com brayg@sullcrom.com
*M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *PROJECT FINANCE *M&A, CAPITAL MARKETS
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
gilbergd@sullcrom.com sampasg@sullcrom.com emmersont@sullcrom.com weic@sullcrom.com
*COMMODITIES, FUTURES AND DERIVATIVES *M&A, PRIVATE EQUITY *M&A, JOINT VENTURES *M&A, CAPITAL MARKETS
34 35S&C Offices Worldwide
W W W. S U L L C RO M . C O M 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 7304 1000
Facsimile: +1 202 293 6330 Facsimile: +33 1 7304 1010
1701 New York Avenue, N.W. 24, rue Jean Goujon
Washington, DC 20006-5215 75008 Paris
U.S.A. France
Los Angeles Frankfurt
Telephone: +1 310 712 6600 Telephone: +49 69 4272 5200
Facsimile: +1 310 712 8800 Facsimile: +49 69 4272 5210
1888 Century Park East Neue Mainzer Strasse 52
Los Angeles, CA 90067-1725 60311 Frankfurt am Main
U.S.A. Germany
Palo Alto Brussels Conference Facility
Telephone: +1 650 461 5600 Telephone: +32 2 789 5055
Facsimile: +1 650 461 5700 7 Rue Joseph II, 1st Floor
1870 Embarcadero Road 1000 Brussels
Palo Alto, CA 94303-3308 Belgium
U.S.A.
Melbourne
Beijing Telephone: +61 3 9635 1500
Telephone: +86 10 5923 5900 Facsimile: +61 3 9654 2422
Facsimile: +86 10 5923 5950 101 Collins Street
Suite 501 Melbourne, Victoria 3000
China World Trade Center Tower 1 Australia
No. 1, Jianguo Menwai Avenue
Beijing 100004 Sydney
P.R. China Telephone: +61 2 8227 6700
Facsimile: +61 2 8227 6750
Hong Kong Level 27, The Chifley Tower
Telephone: +852 2826 8688 2 Chifley Square
Facsimile: +852 2522 2280 Sydney, New South Wales 2000
28th Floor, Nine Queen’s Road Australia
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
36
Copyright © Sullivan & Cromwell LLP 2014 Prior results do not guarante a similar outcome. | LG5509awww.sullcrom.com new york . washington , d . c . . los angeles . palo alto london . paris . frankfurt tokyo . hong kong . beijing . melbourne . sydney
You can also read
