Energy Transactions

Our Global Energy practice supports energy companies and financial entities in the drafting of specialized agreements pertinent to the particular energy sector involved. We regularly counsel public and private companies in these matters and often are able to help them evaluate the risks in various transactions involving energy assets and products around the globe. The fact that these transactions are increasingly cross-border in nature means that our clients can realize significant advantages in structuring the transactions and coordinating their execution.

• Asian pipeline. We represented a member of the Royal Dutch Shell consortium which won the bid to form a joint venture with PetroChina to build, own and operate the 4,200 km West to East Trunk Gas Pipeline for transmitting gas from Xinjiang Province to Shanghai.
• China privatization. We advised Sinopec Zhenhai Refining & Chemical Company Limited, a then Main Board-listed H Share company, on its privatization by China Petroleum & Chemical Corporation by way of merger by absorption under the Company Law of the People's Republic of China. Sinopec Zhenhai was privatized in March 2006 and delisted in May 2006. This was one of the few privatizations of a H Share-listed company under the Hong Kong Takeovers Code.
• Colombian acquisition. We advised Kappa Energy, a leading independent Colombian upstream oil and gas company, in connection with its sale to Pacific Rubiales Energy Corp. for $168 million.
• Energy trading. We represented Fortis Bank S.A./N.V. in its $700 million acquisition from Duke Energy of its Cinergy gas, power trading and marketing businesses in the US and Canada. As part of the acquisition, our regulatory team obtained approval from the Federal Reserve Board for the client to engage in energy trading activities as an activity "complementary" to activities that are financial in nature.
• Gas distribution. We acted for Hong Kong and China Gas Company Limited ("Towngas") in forming a city-piped joint gas venture in Nanjing City, Jiangsu Province. The project was effectively an acquisition by Towngas of the assets and business operations previously owned and managed by the government-controlled gas local distribution company in Nanjing.
• Gas merger. We represented Devon Energy Corporation in its $5.3 billion combination with Ocean Energy, Inc. The merger created the largest US-based independent oil and gas producer with production of approximately 650,000 equivalent barrels of oil per day, and an enterprise value of approximately $20 billion.
• Gas transmission acquisition. We represented long-standing client TransCanada Corporation in connection with its $3.4 billion acquisition from El Paso Corporation of interests in ANR Pipeline Company, ANR Storage Company and an additional interest in Great Lakes Gas Transmission Limited Partnership (Great Lakes) and the related financing.
• LNG joint venture. We advised Cosco and China Merchants on the establishment of two joint venture ship-owning companies and a Sino-foreign joint venture management company in relation to the acquisition and chartering of two 147,000 cubic meters membrane-type LNG vessels for transportation of LNG from the Northwest Shelf of Australia to Shenzhen, China. The deal was shortlisted as "Project Finance Deal of the Year 2003" by International Financial Law Review.
• Panama/Costa Rica. We represented Petroleos Delta, an affiliate of Banco General (Panama), in the acquisition of various gas stations in Panama and Costa Rica owned by Royal Dutch Shell.
• Sale of regulated entity. We represented Southwestern Energy Company in the sale of its wholly-owned subsidiary, Arkansas Western Gas Company (a regulated gas local distribution and transportation company) to SourceGas LLC, which is owned by Alinda Investments LLC.

Power

• Asian disposal. We acted for Hong Kong Electric Holdings Limited in its disposal of an 22.07% attributable interest in three Australian electricity businesses to Cheung Kong Infrastructure Holdings Limited. The disposal was made as part of the plan to list the electricity businesses in the form of a fund, Spark Infrastructure Fund, which was listed on the Australian Stock Exchange in December 2005.
• Ecuadorian power and natural gas assets. We represented Noble Energy in its $97 million disposition of its assets in Ecuador, consisting of the offshore Amistad natural gas field in the Gulf of Guayaquil and the Machala Power electric generation concession and associated assets, to the Republic of Ecuador.
• Fund formation. We acted as legal counsel to the LS Power Group on its second private equity fund formed to make investments in the power industry. Fund II closed at its stated cap of $3.085 billion in a rapidly completed and oversubscribed fundraising. The fund’s original target was $2.5 billion. LS Power was founded in 1990 and is a fully integrated development, investment and asset management group of companies focused on the power industry. It raised $1.2 billion in 2005 for its first private equity vehicle.
• German joint venture. We advised on the corporate structure, regulatory aspects and financing of an energy joint venture with a leading German energy company which will construct and operate a new coal power plant and an existing gas cogeneration power plant in Germany.
• International tender. We were appointed by the Guangxi government to advise on the legal and commercial aspects of selling the Laibin A Power Plant by international tender. We prepared all documentation relating to the transfer of the power plant by the Guangxi government to the project company, the operation and maintenance of the power plant, and the re-transfer of the power plant by the project company to Guangxi government at the end of the concession period.
• LBO France. We advised LBO France in tax structuring, tax modeling, corporate and financing matters on its €1.9 billion acquisition of 33 percent of Converteam Group
• Private equity divestment. We advised Nexstar Capital Partners LLC and a group of US and Argentine private equity investors in their sale of GPU Empresa Distribuidora Electrica Regional S.A. (which consists of five electricity distribution companies in the north of Argentina) to a group of investors led by JPMorgan. We had previously advised Nexstar, CoInvest, an Argentine private equity fund, and a group of US hedge funds in acquiring GPU Emdersa from JPMorgan Partners Latin America, L.P. and HSBC Tower II Equity Partners (Cayman) L.P., and in a subsequent restructuring of the debt of GPU Emdersa.
• Thai share issue. We acted for Amata Power in the sale of 25 percent of issued shares in Amata Power Plant which is a 170 MW cogeneration supply power plant and an entity listed on the Stock Exchange of Thailand.
• US acquisition. We represented TransCanada Corporation in connection with its $2.8 billion acquisition of Ravenswood Power Generating Facility from National Grid plc.

Renewable Energy

• Africa sugar-based ethanol. We represented Craton Equity Partners, a private equity firm that is focused on “clean” technology investments, in making investments in Principle Energy Limited (“PEL”). PEL is a developer of alternative energy and biofuel development projects in sub-Saharan Africa. PEL’s first development, located in Mozambique, is a vertically integrated sugarcane-based ethanol operation. The facility is expected to generate in excess of 60 million gallons of ethanol and over 30 MW of electricity each year once it reaches full production levels.
• Asian solar investments. We represented Solar-Fabrik AG, a stock corporation listed on the German DAX and a manufacturer of solar cells, modules and systems in a series of investments in Asia: a 33.3 percent shareholding in Solar Energy Power Pte. Ltd., a Singapore-based processor of solar wafers and manufacturer of solar cells; a majority stake in Ojas Energy Ltd., the owner of Poseidon Chemical Ltd., a processor of solar wafers based in Channai, India; and Expertise Water Division, Ltd. in Kuala Lampur.
• Australia solar. We are representing a major international power company in connection with the Solar Flagships Program tender in Australia.
• London offshore wind. We advised a Dutch contractor in a bid for the London Array offshore wind farm project, the largest offshore wind farm in the UK, consisting of 271 wind turbines intended to provide over 1000 MW of electricity to London.
• Mexican wind farm. We represented Madrid-based Preneal SA and its affiliates on the sale of two wind power project companies, Energía Alterna Istmeña, S. de R.L. de C.V. and Energía Eólica Mareña, S.A. de C.V., to an equity consortium controlled by Macquarie. The acquired companies own a 396 MW late-stage wind energy project in Oaxaca, Mexico.
• Otter Creek. We represented Iberdrola Renewables in obtaining the first wind energy high-impact business designation in the State of Illinois for Iberdrola’s Otter Creek Wind Farm Project in LaSalle County, Illinois. The Otter Creek project is expected to produce approximately 200 megawatts of wind-powered electric generation and cost approximately $440 million to construct. The wind energy high impact business program was enacted by the State of Illinois in 2009. The program enables wind energy developers to apply directly to the State for high-impact business designation, which enables the developer to qualify for a sales and use tax exemption on building materials purchased for the project.
• PRC wind farm investment. We assisted a UK investor in its acquisition of a wind farm project located in Mongolia. The work involved a review of underlying documents, the review of certain financing arrangements, commenting on various issues of a regulatory nature, the conduct of a due diligence review of the target company, meetings with various government officials in Baotou, and the review of new PRC legislation relating to renewable energy and matters relating to certain board decisions made by the company prior to the closing of the acquisition of an interest in the company by our client.
• US/Chinese joint venture. We represented Cielo Wind in its joint venture agreement with China's Shenyang Power Group on the development of a $1.5 billion, 600MW wind farm in Texas. This will be the first major US renewable project financed by Chinese banks and supplied with Chinese-made turbines.