Energy

Contents

4 Our energy practice

5 Power

6 Power highlights

8 Windfarms and solar

10 Electricity

12 Nuclear

14 Oil and gas

16 Oil and gas highlights

18 Oil and gas projects and financings

21 Oil and gas corporate experience

23 Energy regulation

25 Dispute resolution

Energy / 2

Clients do not hesitate to praise this high­­‑end,­full­service­firm­as­a­‘cut­above­everyone­else’­and­‘the­best­in­town’.­

Chambers­UK

About­Slaughter­and­May

/ Energy 3

Slaughter and May is a leading international law firm recognised throughout the business community for its commercial awareness and commitment to clients. We have a diverse and extensive practice advising on the full range of corporate, commercial (including energy, infrastructure and natural resources), financing and other matters.

Our firm is unique among major UK law firms. We:

• are client focused, rather than product focused. We work with our clients to anticipate their business needs and offer solutions

• place quality of advice before growth in numbers. Our measured organic growth is sustained by lawyers recruited, trained and developed within the firm

• train our lawyers to be multi‑specialists with a broad skills base, so that they offer not only a depth of legal expertise but also a breadth of experience and sound commercial judgement

• manage large and complex transactions from beginning to end and deliver them on time.

What­we­offer

A strong understanding of your key legal issues ‑ we strive to gain an in depth understanding of your requirements and objectives, to enable our advice to be tailored, focused and effective

A deep understanding of the energy industry ‑ we are one of the leading law firms in energy work

Innovation ‑ we work on cutting edge transactions and are known for our ability to deliver bespoke solutions

Accessible­and­responsive­lawyers ‑ we ensure availability and provide a consistent team for the length of the transaction

An­ability­to­deliver­on­time ‑ we meet the client timetable with first class transaction management

A­flexible­approach­to­fees ‑ we are well known for our co operative approach to billing and fees.

Our key differentials

A client focused approach ‑ we are client focused, not product focused. We prioritise satisfying the individual business needs of each of our clients

A­multi­specialist­approach­to­our­practice ‑ our lawyers do not work in narrow practice areas. We have a depth of expertise, a breadth of experience and sound commercial judgement in all areas of our legal service

Technical­excellence ‑ our lawyers have an unsurpassed reputation for technical excellence and give cutting edge legal advice

A­genuinely­global,­world­class­response ‑ we work as a single united team with market leading firms from around the world, who share our culture of excellence. We are not constrained by formal alliances. We put the right minds in the right place at the right time.

4 Energy /

Our dedicated energy team offers advice on matters relating to a range of sub‑sectors including:

• power and renewables – power generation (including nuclear) and distribution, grid infrastructure, emissions and energy trading, and wind, solar, biomass and tidal energy

• oil and gas – up, mid and downstream and LNG and LPG.

We cover the full spectrum of energy work, including mergers and acquisitions, financing, dispute resolution, project development, construction, operation and maintenance, decommissioning, real estate, environment, planning and consents, competition and regulatory, tax, commercial and trading contracts, and applicable commercial and corporate advice.

We are renowned for our strong sectoral regulation practice where we have an excellent track record of advising governments and private sector clients on matters such as legislative changes, price control, procurement, environmental and other aspects of regulatory strategy.

Our energy practice

Today’s­changing­environment­presents­significant­challenges­in­the­energy­sector.­These­issues­include­security­of­supply,­carbon­reduction,­scarcity­of­resources­and­growing­global­demand,­and­energy­companies­may­face­many­complex­and­exacting­decisions.­Our­energy­lawyers­understand­these­issues­and­are­well­equipped­to­provide­our­clients­with­the­innovative­solutions­that­they­require.

5 / Energy

• generation – advising on power generation projects and transactions including the construction, operation, acquisition, disposal and financing of generating plants

• distribution and supply – we have been involved in the full range of issues including the separation of the supply and distribution activities

• energy trading – we advise on sales and trading contracts and the associated network codes and settlement arrangements. We understand industry standard arrangements including the Balancing and Settlement Code for electricity, the Network Code for gas, the Grid Trade Master Agreement, the EFET Master Agreement, NBP terms for gas trading and ISDA energy derivative documentation

• offshore wind ‑ we are market leaders in investment in, and financing of, construction phase offshore wind farms in the UK

• regulatory work – since advising the UK Government on the privatisation of the electricity industry we have continued to be involved in developing the regulatory regime. Our work includes advising government, industry regulators and participants in connection with regulatory regimes and strategies, and advising companies on competition and sectoral regulatory issues arising in the context of mergers and acquisitions.

Power

Our­considerable­experience­in­the­power­sector­continues­to­develop.­We­have­broad­transaction­expertise­on­power­projects­and­all­aspects­of­power­transactions,­including­financing­and­investment,­privatisation,­regulatory­advice­(including­the­EU­Emissions­Trading­System)­and­licensing,­fuel­supply­contracts,­power­purchase­and­other­offtake­agreements,­tolling­arrangements­and­restructuring.

Our work includes:

Slaughter­and­May’s­“knowledge­of­the­power­industry­is­second­to­none”.

Legal­500­UK­2015

6 Energy /

Power highlights

A­team­of­amazing­quality.­ Its­‘best­friends’­network­is­ much­the­same­as­being­one­

firm­all­over­the­world.Chambers­Global

USAGeneral Electric on the US$10 billion

acquisition of Amersham, holder of several nuclear site licences, including the implications

of proposed management and organisational changes under nuclear site licence conditions

CanadaThe Secretary of State for Trade and Industry on the disposal by British

Energy of its 82.4% interest in Bruce Power L.P., its nuclear power station

in Canada

United­KingdomThe UK Government on the

restructuring of British Energy, the UK’s largest generating company

operating eight nuclear power stations, including the arrangements

for the assumption by the UK Government of ultimate financial

responsibility for the historic nuclear liabilities of British Energy,

estimated at £4.28 billion

GIB on its acquisition of a £236 million stake in a company

established by E.ON to construct and run the Rampion offshore

windfarms (a 400MW project which will be constructed 13km off the

Sussex coast)

Sri­Lankaa subsidiary of a major US corporation

in relation to contractual disputes and potential claims arising in

connection with the construction of a power plant in Sri Lanka

with arbitrations in Sri Lanka and Singapore

JordanAttarat Power Company (‘APCO’) and the project sponsors, Eesti Energia

AS and YTL Power International Berhad on the development of a 554

megawatt (gross) oil shale‑fired power station at Attarat um Ghudran, Jordan

Trinidad­and­TobagoThe Electricity Commission

over a 10 year period on the privatisation of its generating

assets and subsequent investment and offtake from new power

stations (each of about 200MW)

NorwaySvartisen Hydro‑Electric Power

Plant on its hydro‑electric project

7 / Energy

UK­and­continental­EuropeMajor clients such as Calortex, AES, El

Paso, Elf Trading, Entergy Koch Trading (and, in the past, Enron and TXU) on a

variety of fuel supply, electricity trading, regulatory and commercial issues relating

to their electricity arrangements

China China Power New Energy on

various matters, most recently on the US$269 million placing

of new shares to China Three Gorges Corporation

Turkey Iskenderun Bay, advising the

sponsor in connection with a coal fired power project

Omana Government‑owned company

in relation to various disputes arising under a 20‑year

concession agreement for the operation and maintenance of

a major power plant

Sri­Lankaa subsidiary of a major US corporation

in relation to contractual disputes and potential claims arising in

connection with the construction of a power plant in Sri Lanka

with arbitrations in Sri Lanka and Singapore

IndonesiaYTL – Java Power on its

acquisition of a 35% stake in Java Power

MalaysiaPaka and Pasir Gudang,

advising the sponsor on project development and

limited recourse bank and capital markets financings

of the first two IPP projects

BangladeshMeghnaghat, advising the project

company and sponsor on project financing facilities for a 450MW power

station, the first large‑scale independent power project in Bangladesh (joint Asia

Power Deal of the Year 2001 in Euromoney’s Project Finance magazine)

AustraliaYTL Power International on the AUD1 billion acquisition

of a 33% stake in Electranet SA, the South Australian transmission entity. We advised during the privatisation

bidding stage and also on the financing (with a bridge bank project financing which was taken out by a bond refinancing)

8 Energy /

Windfarms and solar

Highlights include advising:

AES­Solar­Energyon a new secured revolving loan facility, and on a EUR70 million financing relating to five solar energy projects in Spain (two in the Extremadura region and three in the Andalusia region)

Apollo­Investment­Corporation on the establishment of a joint venture with AMP Solar, Sustain Energy Solutions and MAP Environmental, and associated financing arrangements, to originate, develop and fund a pipeline of solar energy generation projects in the United Kingdom

Carland Crossadvising the lender to this windfarm project on the restructuring of loan documentation and in respect of noise issues

Carno­and­Trysglwynon the transfer of the windfarm business and assets

Centrica on a joint sale, with its 50% joint venture partner EIG Global Energy Partners, of the Glens of Foudland, Lynn and Inner Dowsing wind farms (GLID) to a consortium, comprising the UK Green Investment Bank Offshore Wind Fund and funds managed by BlackRock, for an Enterprise Value of £423 million

Centrica­–­Lynn,­Inner­Dowsing­and­ Glens­of­Foudlandon the project financing for its wind farms, Lynn, Inner Dowsing and Glens of Foudland

Centrica­–­Round­3­Irish­Sea­Zoneon the formation of a joint venture with DONG Energy to co‑develop offshore wind farms in the Round 3 Irish Sea Zone, which has a potential capacity of 4.2GW

China­Power­New­Energy­Development­Companyon its acquisition of China Power Dafeng Wind Power Company for RMB504 million

DONG­Energy on its proposed disposal of a 50% interest in the 210MW Westermost Rough offshore windfarm to a joint venture between Marubeni Corporation and UK Green Investment Bank; and on certain related financing, construction management, operations and maintenance and power purchase arrangements

Energy­Supplieson the refinancing, restructuring and sale of four waste‑to‑energy projects

Picture by Jerry Goulet, Technology, Slaughter and May

9 / Energy

GIP­Funds on the recommended acquisition of Biffa Plc, a leading UK integrated waste management business

Infinis­–­Scottish­BioPower­and­Scottish­BioFuelon the acquisition of two renewable energy businesses (Scottish BioPower and Scottish BioFuel)

Infinis­–­waste‑to‑energy­acquisitionssince its demerger, in particular on all its financing arrangements, including the financing of its waste‑to‑energy acquisitions (including the Re‑Gen biogas regeneration business of Summerleaze), and on its site separation and service arrangements with Waste Recycling Group

Lincs­Wind­Farm­the joint venture company formed by sponsors Centrica, DONG Energy and Siemens Project Ventures, on the raising of £425 million of non‑recourse project finance facilities for its 270MW Lincs offshore wind farm (the first offshore wind farm to be financed in the UK during construction)

Local­Waste­Solutionson a waste‑to‑energy project with Cory Environmental for the gasification of waste into electricity

National­Wind­Poweron the development and financing aspects for windfarms at Cemmaes, Llangwyryfon, Cold Northcott, Kirkby Moor and Bryn Titli

National­Wind­Poweron standard construction contracts and maintenance agreements for its windfarm operations, and on licences and leases

NFFOon the preparation of the contracts for differences used on the UK electricity privatisation (including NFFO contracts)

Q7­Windfarm­Projecton the financing for the development of the Q7 Windfarm Project offshore the Netherlands by E‑Connection and Fortis

Terra­Firma­–­Novera­Energyon its interest in Novera Energy plc, the wind, landfill gas and waste renewable energy company

Terra­Firma­–­WRGon the leveraged buyout of WRG, one of the leading waste management and waste‑to‑energy companies in the UK, the subsequent refinancing of WRG through a combination of bank debt and a £500 million high yield note issue, and the demerger of its waste‑to‑energy business to Infinis

UK­Green­Investment­Bank on the acquisition of a 20% interest in Sheringham Shoal offshore windfarm

United­Utilities­Green­Energyon the disposal of its wind business comprising interests in three offshore wind farm projects – Scarweather Sands, Scout Moor and Humber – as well as options in respect of land relating to a host of onshore sites

10 Energy /

Electricity

Highlights include advising:

M&A

African­Poweron the proposed privatisation of Hwange, a 900MW coal fired power station in Zimbabwe, and on the proposed development of a further 600MW of capacity

China­Power­International­Developmenton its acquisition of a 63% interest in Wu Ling Power for RMB4.5 billion; its acquisition of a 25% stake in Shanghai Electric Power Company; and a proposed top‑up placing of shares and the issue of RMB‑denominated, US dollar‑settled 2.75% convertible bonds due 2017

CITIC­Group­and­Temasek­Holdings­(Private)as underwriters in the proposed HKD2,523 million rights issue by CITIC Resources Holdings, a diversified energy and natural resources investment holding company

Department­for­Business,­Enterprise­and­Regulatory­Reformwhich held a 35.6% interest in British Energy, on the £12.5 billion offer by EDF to acquire British Energy Group

DONG­Energy on the sale of the Severn gas‑fired power station to a consortium of investors led by Macquarie Group’s Infrastructure and Real Assets business for £350 million plus an earn‑out

Draxon a secured committed financing to support its transformation into a predominantly biomass‑fuelled electricity generator, and on its placing to raise £190 million

E.ONon its acquisition of Powergen

ESBthe government‑owned electricity utility in the Republic of Ireland, on the acquisition of Northern Ireland Electricity Limited, the Northern Irish electricity transmission and distribution business of the Viridian Group, and associated electrical contracting businesses

Eesti Energia on its recent intermediated tender offer and issue of EUR500,000,000 2.384% notes due September 2023

Kelanitissaon the project financing facilities for its 163MW power station in Sri Lanka

a­Qatari­bankon the negotiation of a hydrocarbons production sharing contract with the Government of the Republic of Kenya. We also advised in relation to the funding arrangements relating to the production sharing contract, which included the negotiation of the joint venture arrangements

RWEon arrangements with LetterOne Group for the sale of RWE Dea AG for EUR5.1 billion

Suezon its joint acquisition with Gaz de France of Teesside Power which was notified to the European Commission under the ECMR

11 / Energy

United­Utilitieson the sale of its North West electricity distribution business

YTL­–­IPP­Peaking­Power­Generation­plantson its bid for two IPP Peaking Power Generation plants in South Africa

YTL­–­PowerSerayaon its acquisition of Temasek’s interest in PowerSeraya Limited for an enterprise value of SGD3.8 billion

YTL­–­Senoko­Poweras final shortlisted bidder for Senoko Power Limited which sold for an enterprise value of SGD3.9 billion

YTL­–­Tuas­Power­and­InterGenon its bid for Tuas Power, one of the Singapore Gencos and InterGen

YTL­–­YTL­Jawa­Power­Holdingson its disposal via its wholly owned subsidiary, YTL Jawa Power Holdings Limited, of a 42.86% equity interest in YTL Jawa Power Holdings to Aster Power Holding

EMR

Department­of­Energy­and­Climate­Changein relation to electricity market reform including the development of contracts for difference and the associated institutional arrangements

Electricity Poolon a daily basis for over ten years, including on the development of the electricity trading rules and the opening of the market to further competition

ELEXONin connection with its role as administrator of the Balancing and Settlement Code under the electricity trading arrangements for the electricity industry in Great Britain

NIGENon the restructuring of the electricity trading arrangements in Northern Ireland

UK­Governmenton the implementation of legislation to reform the structure of the electricity industry, including development of the Electricity Pool, its trading mechanics and the associated regulatory regime

Thermal­Power

General­Electric on its offer to acquire the Thermal, Renewables and Grid businesses of Alstom for an enterprise value of US$13.5 billion

Nam­Theun­IIthe arranging banks on the proposed Nam Theun II 681MW hydro‑electric power station in Laos

12 Energy /

Highlights include advising:

Arevaon proposals to build a new nuclear plant in the UK and in particular on potential joint ventures with EDF

China International Capital Corporation Hong Kong­Securitiesas financial adviser to China Uranium Development Company Limited in relation to its subscription for new shares in Vital Group Holdings Limited, whose shares are listed on the Hong Kong Stock Exchange, for a total consideration of approximately HK$384 million and the acquisition of HK$600 million convertible bonds issued by Vital. China Uranium is a wholly‑owned subsidiary of CGNPC Uranium Resources Co., Ltd., which is in turn a subsidiary of China Guangdong Nuclear Power Holding Corporation

Department­for­Business,­Enterprise­and­Regulatory­Reformon the legislative framework for funding decommissioning and waste management for new nuclear installations

The­Department­of­Energy­&­Climate­Changeover an extended period in the negotiations of a contract for difference and support arrangements for the Hinkley Point C nuclear power station, which is expected to be the first nuclear power station to be built in the UK in 20 years. Slaughter and May also acted for The Office for Nuclear Development (OND) on the related Funded Decommissioning Programme for Hinkley Point C

The­Department­of­Energy­&­Climate­Changeon the European Commission’s (‘EC’) State aid investigation into proposed measures to support EDF Energy’s investment in the construction of a new nuclear power station at Hinkley Point C in Somerset. The State aid package received approval from the EC earlier this week. Hinkley Point C will be the first nuclear power station to be built in the UK for a generation

BERR­(which­held a 35.6%­interest­in­ British­Energy)on the £12.5 billion offer by EDF to acquire British Energy

Department­of­Energy­and­Climate­Changein relation to decommissioning and waste management financing arrangements

Department­of­Trade­and­Industryin relation to the partial conversion of the Nuclear Liabilities Fund’s cash flow entitlement in British Energy and the subsequent disposal of the shares arising on conversion

Eesti Energiaon oil shale and nuclear power generation projects

an­equity­participantin the proposed nuclear power project in Lithuania

Nirexon its establishment and on a range of corporate, commercial and regulatory issues, including those arising out of a feasibility study for a possible repository for the final disposal of intermediate level radioactive waste

Nuclear

13 / Energy

Nuclear Electricon the establishment of Nuclear Electric as successor to the nuclear assets of the Central Electricity Generating Board

UK­Government­–­AGR/PWR­nuclear­stations on the transfer of the AGR/PWR nuclear stations to subsidiaries of British Energy with the Magnox stations being retained in the public sector under British Nuclear Fuels

UK­Government­–­British­Nuclear­Fuelson its review of the operations of British Nuclear Fuels Limited, including the establishment of a PPP and the alternative model for establishment of a public sector authority to oversee UK public sector nuclear clean‑up with competitive private sector contracting

UK­Government­–­new­nuclearon waste management and funded decommissioning programmes for new nuclear build, including advising on the primary and secondary legislation and the development of Government guidance for new nuclear operators

UK­Government­–­restructuring­of­British­Energyon the restructuring of British Energy, including the arrangements for the assumption by HM Government of ultimate financial responsibility for the historic nuclear liabilities of British Energy

United­Kingdom­Atomic­Energy­Authority­(‘UKAEA’)on strategic options, including the establishment of UKAEA Limited, its commercial nuclear contracting and consultancy business

United­Kingdom­Atomic­Energy­Authority on the sale of UKAEA Ltd to Babcock International Group PLC for £50 million in cash. UKAEA provides a wide range of services in the nuclear market including programme management, decommissioning, waste management, environmental services and technical consulting

14 Energy /

Oil and gas

We advise on all aspects of oil and gas work including:

• mergers, acquisitions and disposals

• investment structures, including joint ventures

• financing

• project construction, development and operation

• drilling, FPSO, transportation and sales agreements

• concession agreements

• government regulation and permits

• environmental matters

• decommissioning

• dispute resolution and international arbitration.

Our clients include some of the world’s largest and most significant natural resources companies as well as arrangers, lenders and governments.

For­more­than­three­decades­we­have­been­one­of­the­world’s­leading­law­firms­in­the­oil­and­gas­sector.­We­have­advised­on­numerous­domestic­and­international­projects,­from­the­first­oil­and­gas­fields­in­the­North­Sea­and­the­North­West­Shelf­project­offshore­Australia,­through­to­some­of­the­most­recent­key­projects­in­Africa,­Europe,­the­Middle­East­and­Asia.

Slaughter­and­May­ ‘knows­the­pulse­of­the­market’,­ and­is­consistently­‘superb’.

The Legal 500

Picture by Steven Hayes, Technology, Slaughter and May

15 / Energy

16 Energy /

Oil and gas highlights

Talisman Energy on the proposed sale of a 49%

interest in Talisman Energy (UK) Limited

to Sinopec for US$1.5 billion (Canada, China)

MozambiquePTTEP Africa Investment on its recommended cash offer for

Cove Energy for US$1.9 billion

ColombiaTalisman Energy on the

acquisition of BP Exploration Company Limited for US$1.9

billion in cash, and on related arrangements with Ecopetrol

GhanaKosmos Energy in relation to their financing of the Phase 1 development of the Jubilee

oil field offshore the Republic of Ghana. The Jubilee oil field is the largest offshore oil

discovery in Africa in the last decade, and this transaction represents Africa’s largest

reserves‑based financing

BelgiumEni on the EUR4.8 billion acquisition

of Belgian energy company, Distrigas

BrazilMaersk FPSOs on the agreed sale of Maersk

Peregrino, a floating production, storage and offloading vessel, located off‑shore Brazil

Apache Corporation on its acquisition of BP assets in Texas,

New Mexico, Egypt, and Canada

Various clients on over 50 development financings of onshore and offshore fields in the North Sea (including in the UK Sector: Piper, Claymore,

Forties, South Brae, North Brae, Beatrice, Alwyn North, Thames, Miller, Esmond, Thistle, Balmoral, Ravenspurn, Johnson, Wytch Farm; and in the

Norwegian Sector: Valhalla, Veslefrikk, Ula, Thor, Statfjord; P6 in the Netherlands; and Dan, Gorm, Skjold, Tyra, Rolf in Denmark)

Reliance Industries on its acquisition of a majority stake in

Gulf Africa Petroleum Corporation (Kenya, Mauritius, Rwanda,

Sudan, Tanzania and Uganda)

JordanYTL Power International Berhad in relation

to its joint venture arrangements with Eesti Energia AS (the national energy company of

Estonia) and North East Investment Co (its Jordanian partner) for the development of

certain shale oil projects in Jordan with an anticipated value of US$5 billion

17 / Energy

Slaughter­and­May­has­strong­global­connections, helping it to secure an impressive­international­client­base.

The Legal 500

ChinaChina Resources Logic

on its acquisition of China Resources Gas

KazakhstanThe Government of Kazakhstan on the establishment of the

original joint venture with Chevron to develop the Tengiz oil and gas field on the North East shore of the Caspian Sea.

This was the first major joint venture in the energy sector in the CIS after the break‑up of the Soviet Union

Australia Origin Energy on the successful

defence of a hostile £6.7 billion takeover approach by BG

NorwayInfragas Norge on its purchase

of A/S Norske Shell’s interests in Norway’s Gas Transport System

Oman International lead arranging banks

on the US$2.5 billion financing of the two‑train Oman LNG project, including

a commercial loan facility and four separate tranches of export credit

finance (supported by EGCD, US Exim, NCM and SACE), together with an

option to raise up to US$500 million of project bonds in the US capital markets

International and local

banks on the US$680 million credit facilities

for the Train 3 LNG project, adjoining Trains

1 and 2 owned by Oman LNG, at Qalhat in Oman

EgyptEIB, international and Egyptian lead arranging

banks (led by Bank of Tokyo Mitsubishi), and Law Debenture Trust Corporation as common

security trustee, on the US$950 million project facilities for Egyptian LNG Train 1,

sponsored by The Egyptian General Petroleum Corporation, British Gas and Petronas – the

country’s first major project financing in the oil and gas sector

Egyptian Refinery Company in relation to the Mostorod Oil Refinery Project, which is

the largest ever project financing in Africa, comprising US$2.6 billion in debt and a

further US$1.1 billion in equity. We advised the European Investment Bank, the African

Development Bank and a syndicate of banks on the debt package and Qatar Petroleum

on its equity investment

EMethanex as project company, and its sponsors, on the

development of, and the US$530 million long term project financing facilities for,

a 1.26 million tonne per annum methanol plant at Damietta in the Nile Delta

18 Energy /

Oil and gas projects and financings

Highlights include:

Baobab­oil­and­gas­fieldadvising Svenska Petroleum Exploration AB on project finance facilities for upstream developments offshore West Africa

Bilbao­Projectadvising Bahia de Bizkaia Electricidad/Gas, working with Uría Menéndez, on the US$500 million financing of a combined regasification terminal and power station

China­Resources­Gas­Group on the US$7.009 billion proposed merger with China Resources Power Holdings Company to form one energy group under China Resources (Holdings) Company. Our Hong Kong office advised [2013]

Cuisana­Oil­Field­–­downstreamadvising on the downstream part of the Cuisana Oil Field project, involving the financing of the pipeline running from the Cusiana and Cupiagua oil fields

Cusiana­Oil­Field­–­upstreamadvising Société Générale, Credit Lyonnais, BNP Paribas and ABN Amro on the initial upstream financing for a Total subsidiary involved in oil exploration and production in the Cusiana oil field, and two subsequent restructurings

Egyptian­LNG­(Train­1)­–­refinancingadvising international and local commercial lenders (led by Bank of Tokyo Mitsubishi) and EIB on the refinancing, and Société Générale on the associated underwriting, of the US$950 million project finance facilities for ELNG Train 1

Egyptian­LNG­(Train­2)advising international and local commercial lenders (led by Bank of Tokyo Mitsubishi) and EIB on the US$880 million project financing facilities for Idku National Gas Liquefaction Company (Egyptian LNG Train 2 Co) (Project Finance International’s EMEA Gas Deal of the Year 2005)

Elefsis­Petroleum­Refineryadvising Petrola Hellas on the US$700 million refurbishment of the proposed Elefsis Petroleum Refinery near Athens

EMethanex­Projectadvising EMethanex as project company, and its sponsors, on the development of, and the US$530 million long term project financing facilities for, a 1.26 million tonne per annum methanol plant at Damietta in the Nile Delta region of Egypt

Interconnectoradvising a consortium on the US$842 million financing of an underwater pipeline and related compression and pumping facilities linking the UK and Continental Europe gas distribution systems (including advising on a loan facility from EIB and lease financing from Abbey National)

Kemyaadvising JPMorgan on conducting a review of draft finance documentation relating to a US$720 million term loan and revolving credit facility to finance the expansion of existing petro‑chemical facilities in Al‑Jubail

19 / Energy

Kenyan­production­sharing­agreementsadvising a Qatari bank on the negotiation of a hydrocarbons production sharing contract with the Government of the Republic of Kenya. We also advised in relation to the funding arrangements relating to the production sharing contract, which included the negotiation of the joint venture arrangements

Kuwait­Foreign­Petroleum­Exploration­Company,­a wholly owned subsidiary of KUFPEC, in relation to its US$750 million credit facility

Liverpool Bayadvising Monument Oil & Gas plc on the £300 million non recourse financing of Liverpool Bay oil and gas fields

Maghreb­Gas­Pipelineadvising Morgan Stanley on the financing of the Maghreb pipeline from the Sahara to Spain via Algeria and Morocco

MLNG­Dua­Projectsadvising arranging banks, led by Barclays Bank, on the limited recourse project financing of LNG plants, sponsored by Petronas

North­Sea­–­Beryl­Pipelinesadvising Mobil on the Beryl Pipeline Lease financing. We acted for the members of the Beryl consortium

Oman­LNG­Additional­Facilitiesadvising the lenders, led by Bank of Tokyo Mitsubishi, on a US$195 million additional bank credit facilities for the Oman LNG Project to finance its investment in Train 3 (owned by Qalhat LNG)

Oman­LNG­Refinancing­2005­advising international and local banks (led by Bank of Tokyo Mitsubishi) on the US$1,305 million refinancing of the Oman LNG project finance facilities, to replace the 2001 facilities on which we also advised

Phoenix­Parkadvising Conoco Inc, the national gas company of Trinidad and Tobago, and Pan West Engineers, as sponsors of a project to expand a natural gas processing plant at Phoenix Park, and to finance it by the issue of limited recourse bonds out of a special purpose vehicle

Qatargas­–­QLNG­(downstream)advising on the downstream financing (with guarantee support from Japan National Oil Corporation and MITI, and a JEXIM co‑financing), the first major limited recourse financing in the Middle East region

Qatargas­–­QLNG­(upstream)advising on the US$6 billion financing for the upstream phase of the Qatargas LNG project (including tranches supported by US Exim, ECGD, COFACE, Hermes and SACE)

Qatargas­–­third­LNG­trainadvising on additional US$1 billion funding arrangements for a third LNG train

They­are­extremely­capable,­very­commercial,­practical­and­attuned­to­the­marketplace­on­

difficult­oil­and­gas­financings.Chambers­UK,­2016

20 Energy /

Qatargas – Ras Laffanadvising on its participation in the refinery project at Ras Laffan Industrial City. We provide ongoing advice to Qatargas OpCo, the common operating company, for all of the LNG projects at this location

Rayong­Refineryadvising Rayong Refinery Company, sponsored by Shell/PTT, on the project financing of the Rayong Refinery Project in Thailand

Regas­Projectadvising Batgas on the LNG reception and regasification terminals in Turkey. This included a joint venture of Botas Petroleum Pipeline Corporation, Amoco International Gas Development Limited and Total LNG International

Royal­Dutch­Shell on the issue of a quintuple‑tranche US$10 billion bond under its US shelf programme

SADAF­(Saudi­Petrochemical­Company)advising SADAF on a US$650 million refinancing of two existing project facilities

Sakhalin­Projectadvising Kynshu Electric Power Company Inc. as LNG offtaker from the Sakhalin LNG project

Tabangao­Oil­Refinery­Projectadvising the project company Shell Pilipinas and principal sponsor on the US$320 million Tabangao Oil Refinery project development and financing

Woodside­Petroleumadvising Woodside Petroleum on the North West Shelf project off‑shore Australia. This transaction was of key importance in the history of project financing around the world as it was the first time that the banks took pre‑development risk

Yetagun­Gas­Fieldadvising Premier Oil, as project sponsor, on a limited recourse financing based on securitisation of export receivables under gas offtake arrangements

Slaughter­and­May­offers­bespoke­solutions­to­the­unique­challenges­thrown­ up­by­project­finance­transactions,­lending­its­expertise­to­an­array­of­sectors.

Chambers­UK

They­are­very­collaborative­in­their­approach.­They­are­true­advisers­in­that­they­not­only­give­you­the­technical­answer­but­also­a­strong­sense­of­what­they­think.

Chambers­UK,­2016

21 / Energy

Oil and gas corporate experience

Highlights include advising:

Aker­Solutionson the proposed acquisition of NPS Energy, part of the oilfield services company National Petroleum Services, for US$350 million

Cairn Energyon the acquisition and disposal of interests in a number of oil and gas blocks, and on the IPO of Cairn India

Centricaon its cash offer for Venture Production, the independent exploration and production company which acquires, develops and brings into production discovered but undeveloped oil and gas fields in the North Sea. The offer valued Venture Production at £1.3 billion

CITIC­Groupon the US$1 billion sale of an interest in JSC Karazhanbasmunai (Kazakhstan), and CITIC Resources on a significant fundraising

Enion its shareholders’ agreement with Publigas in relation to the future management of Distrigas

Equator­Explorationon unsolicited bid approaches and its proposed merger with CAMAC

First­Reserveon its £906 million takeover of Abbott Group and US$3.7 billion acquisition of CHC Helicopter Corporation

General­Electric,­a diversified infrastructure, finance and media company, on a recommended cash offer to be made by General Electric Austria (a wholly owned subsidiary of GE) in connection with the acquisition of Wellstream Holdings, a provider of oil and gas services; and on its takeover of Sondex

Goldman­Sachson its acquisition of an interest in Canamens Limited

Goldman­Sachs­and­Royal­Bank­of­Canadaon the £1.6 billion offer by Candover and others to acquire Expro International

INEOSon its proposed acquisition from IGas Energy of an interest in 10 on‑shore licences in England and Scotland for the payment of £30 million and the funding of a two phase work programme of up to £138 million

John­Wood­Groupon its acquisition of PSN Limited from certain institutional vendors and members of its existing management for a total enterprise value of US$955 million, and the UK aspects of the sale of its Well Support Division to GE for cash consideration of US$2.8 billion

Maersk­FPSOson the sale of the Maersk Curlew, a floating production, storage and off loading vessel, to Shell

22 Energy /

POASadvising Dogman/Isbank on the privatisation of POAS (petrol stations) through an acquisition of a 51% shareholding by a 50/50 joint venture

Premier­Oilon the farm‑in for 60% of the licence interests of Rockhopper Exploration in the Falkland Islands; its proposed US$505 million acquisition of Oilexco North Sea; the recommended acquisition of EnCore Oil for £221 million; a joint venture with Kufpec; and the sale of interests in Indonesia and Burma

Rothschildin connection with Eni’s takeover of Burren Energy

Royal­Dutch­Shell as to a £10,070,000,000 bridge credit facility agreement put in place between Royal Dutch Shell plc and a group of its relationship banks on 1 May 2015, in connection with RDS’ recommended cash and share offer for BG Group plc

Royal­Dutch­Shell on its recommended cash and share offer for BG Group. The terms of the combination valued BG Group at approximately £47 billion

RWE one of Europe’s five leading electricity and gas companies, on arrangements with LetterOne Group for the sale of RWE Dea for approximately EUR5.1 billion. RWE Dea is the holding company for RWE’s upstream oil and gas business with interests in 14 countries including Germany, the UK, Norway, Denmark and Egypt

Shellon its acquisition of Enterprise Oil; its unification under a single holding company structure; and on numerous bond issues including its issue of a triple‑tranche US$2.5 billion bond under its US shelf programme

Shell­on its £47 billion cash and share offer for BG Group

Subsea­7on the combination with Acergy to create a global company with a market value of US$5.4 billion

Talisman­Energyon an agreement to transfer its interests in Poland to its partner San Leon Energy; its takeover of Paladin Resources; the sale of its Sudanese assets; and its acquisition of Lundin Oil

Talisman­Energy on UK and competition law aspects of the takeover of Talisman by Repsol. The total transaction value was approximately US$13 billion

Terra­Firmaon its sale of Carmel Capital II, including its subsidiary Phoenix Natural Gas, to Utilities Trust of Australia and The Royal Bank of Scotland Group Pension Fund. We also advised Phoenix Natural Gas on the refinancing of its existing bank facilities with National Australia Bank

United­Energyon its acquisition of a substantial interest in Transmeridian Exploration

Talismanon UK and competition law aspects of the takeover of Talisman by Repsol

23 / Energy

Energy regulation

Our­energy­regulation­expertise­includes­advising­government,­industry­regulators­and­industry­participants­in­connection­with­the­creation,­development­of,­and­compliance­with,­regulatory­regimes­and­strategies.

Highlights­of­our­UK­regulatory­work­include­advising:

a­number­of­gas,­electricity­and­water­companies on regulatory strategy issues including price control and licence modification

a­refinery­company on structured swaps for carbon credits

BOC in connection with the acquisition of the industrial gases pipelines from ETOL

Capital­Meters in its role as intervener in support of the Gas and Electricity Markets Authority in National Grid’s appeal to the Competition Appeal Tribunal against Ofgem’s decision that National Grid had abused its dominant position

Centrica on the formation of a joint venture with DONG Energy to co‑develop offshore wind farms in the Round 3 Irish Sea Zone, which has a potential capacity of 4.2GW

The­Department­of­Energy­&­Climate­Change­ on the European Commission’s State aid investigation into proposed measures to support EDF Energy’s investment in the construction of a new nuclear power station at Hinkley Point C in Somerset. The State aid package received approval from the EC earlier this week. Hinkley Point C will be the first nuclear power station to be built in the UK for a generation

DNO on the requirements for offering connection terms for renewables projects

DTI in relation to its notification to the European Commission of the restructuring plan for British Energy

Eastern­Electricity/TXU on business separation and price control issues

Enron Teesside Operations on its restructuring and disposal, including on licensing and competition issues

European Bank for Reconstruction and­Development on the establishment of a multilateral carbon credit fund with the Netherlands, establishing a standard form ERPA and carbon management agreements

Lincs­Wind­Farm on the raising of £425 million of non‑recourse project finance facilities from a consortium of 10 commercial banks for its 270MW Lincs offshore wind farm

Ministry­of­Defence on its sale of the Government Pipeline and Storage System (GPSS) to Compañía Logística de Hidroca‑buros for £82 million

NIGEN on the contractual restructuring and settlement arrangements of the electricity industry in Northern Ireland on market opening

an overseas gas producer in relation to its participation in an LNG regasification project, including on its exemption from the regulated third party access regime

24 Energy /

United­Utilities in connection with a Chapter II investigation by Ofgem on electricity connections, resulting in a non‑infringement finding, and on its competition and regulatory matters generally

various­banks on the financing of carbon credits generated by projects

YTL­Power­International­–­National­Grid­ Transco’s­gas­distribution­networks on the auction of National Grid Transco’s gas distribution networks, including membership of the regulator’s working group

YTL­Power­International­–­regulated­ electricity­businesses on the possible acquisition of an electricity distribution business and other regulated electricity businesses

YTL­Power­International­–­regulatory­issues on the regulatory issues associated with the privatisation and deregulation of the UK electricity market

Picture by Steven Hayes, Technology, Slaughter and May

Advisers­on­massive­energy­deals,­while­demonstrating­power­expertise­and­significant­international­capability.­An­impressive­regulatory­practice,­catering­to­governments­and­industry­leaders­requiring­leadership­guidance­on­regulatory­

initiatives­and­restructurings.Chambers­UK,­2016

25 / Energy

Highlights­of­our­experience­include­advising:

Power­and­Renewables

Capital­Meters­Limited­(‘CML’) in its role as intervener in support of the Gas and Electricity Markets Authority (Ofgem) in National Grid’s appeal to the Competition Appeal Tribunal against Ofgem’s decision that National Grid had abused its dominant position in the market. The matter: (i) involved a record‑breaking regulatory fine by a sectoral regulator under the Competition Act; (ii) it required a detailed understanding of the interface between competition law and sectoral regulation; and (iii) and concluded in the Competition Appeal Tribunal accepting in its judgment that the actions of National Grid had had an actual anti‑competitive effect on our client, CML

RWE Aktiengesellschaft a leading European utility group, in its successful defence of a US$1.4 billion damages claim, subject to LCIA arbitration, brought by the Russian Sintez Group owned by Senator Leonid Lebedev

RWE Aktiengesellschaft a leading European utility group, in its successful defence of a US$1.4 billion damages claim, subject to LCIA arbitration, brought by the Russian Sintez

Group owned by Senator Leonid Lebedev. The claim arose out of RWE’s withdrawal from negotiations for a joint venture to buy a controlling interest in one of Russia’s regional power generation companies, TGK‑2 and involved related in litigation in multiple jurisdictions

Eastern­European­state‑owned­energy­company in a high value dispute subject to UNCITRAL arbitration between its wholly‑owned subsidiary and a US contractor in relation to a turnkey contract for the repowering of two major power plants

a­Government‑owned­company­in­Oman in connection with various disputes, subject to ICC arbitration in London, arising under a 20‑year concession agreement for the operation and maintenance of a major power plant

a­leading­European­producer­of­refinery­technologies in relation to a claim brought by Sud‑Chemie in the Indian Monopolies and Restrictive Trade Practices Commission alleging predatory pricing in the Indian catalyst market and consequential loss of sales and value of business

Dispute resolution

We­specialise­in­all­forms­of­dispute­resolution­and­have­particular­experience­in­arbitration.­We­advise­our­clients­on­a­wide­range­of­complex­arbitrations­around­the­world,­involving­both­English­and­foreign­law.­We­handle­arbitrations­conducted­under­the­auspices­of­numerous­arbitral­bodies,­including­the­International­Court­of­Arbitration­and­the­London­Court­of­International­Arbitration.­We­also­advise­on­ad­hoc­arbitrations­conducted­under­the­rules­of­particular­associations.­Our­Hong­Kong­office­has­handled­arbitrations­under­the­China­International­Economic­and­Trade­Arbitration­Commission­rules­in­Beijing­and­the­United­Nations­Commission­on­International­Trade­Law­and­ICA­rules­in­Hong­Kong.

Interviewees­indicate­that­this­practice­provides­very­high‑quality­advice,­is­‘very­impressive­technically’­and­is­always­‘responsive­and­proactive’.­In­the­words­of­one­

satisfied­client,­this­firm­is­‘one­of­the­very­best­I­have­been­involved­with’.Chambers­UK,­2013

26 Energy /

a leading European utility group in relation to a disputed gas supply agreement for two major gas fields in the Kurdistan Region of Iraq. The dispute is subject to English law, and is subject to LCIA arbitration in London

a­Sri­Lankan­subsidiary­of­a­major­US­corporation in relation to contractual disputes and potential claims arising in connection with the construction of a power plant in Sri Lanka with arbitrations in Sri Lanka and Singapore

Talisman in arbitration proceedings with a major US oil corporation in relation to a multi‑million pound dispute arising out of a joint operating agreement for oil exploration and drilling in Peru

Oil­and­Gas

a­Russian­state‑owned­gas­distribution­service on a US$100 million dispute subject to LCIA arbitration with an American investor under multiple contracts. The dispute was governed by English law and related to emissions reductions and credits arising under the Kyoto Protocol and related UN provisions

an­international­oil­exploration­and­ production­company in relation to a number of disputes, subject to ICSID and ICC arbitration, regarding the exploitation and enjoyment of certain interests in offshore oilfields in Africa, including advising on related petroleum agreements and oil rig and contractor contracts

a­leading­European­utility­company in its defence of a multi‑billion dollar claim, subject to LCIA arbitration, brought by two Middle Eastern oil and gas exploration companies in relation to the issue of quantum of damages based on a loss or diminution of chance in the claimants’ ability to exploit two major gas fields to achieve gas export

a­major­Canadian­oil­corporation in arbitration proceedings with a major US oil corporation in relation to a multi‑million pound dispute arising out of a joint operating agreement for oil exploration and drilling in Peru

Projects­and­Project­Financings

a­subsidiary­of­one­of­the­world’s­largest­ power­utilities in relation to a dispute in Asia regarding a power station construction project and related issues concerning the project financing

a­major­South­American­energy­company in relation to a dispute, subject to ICC arbitration, under an energy supply agreement with an Argentinian joint venture partner

27 / Energy

Steven­GalbraithT +44 (0)20 7090 3099E steven.galbraith@slaughterandmay.com

Hywel­DaviesT +44 (0)20 7090 3102E hywel.davies@slaughterandmay.com

Tim­PharoahT +44 (0)20 7090 3018E tim.pharoah@slaughterandmay.com

Richard ToddT +44 (0)20 7090 3782E richard.todd@slaughterandmay.com

Key contacts

April 2016

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© Slaughter and May 2016

This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact.