Oil & Gas - Watson, Farley & Williams
Oil & Gas - Watson, Farley & Williams
Oil & Gas - Watson, Farley & Williams
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<strong>Oil</strong> & <strong>Gas</strong><br />
September 2009<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong>
Contents<br />
Our approach.......................................................................................................................3<br />
<strong>Oil</strong> & gas...............................................................................................................................4<br />
<strong>Oil</strong> & gas experience...........................................................................................................5<br />
CORPORATE FINANCE & SECURITIES........................................................................5<br />
MERGERS & ACQUISITIONS .......................................................................................11<br />
PROJECT FINANCE, TRADE FINANCE, STRUCTURED FINANCE &<br />
SECURITISATIONS .......................................................................................................20<br />
STRATEGIC ALLIANCES..............................................................................................27<br />
DISPUTE RESOLUTION................................................................................................30<br />
COMMERCIAL TRANSACTIONS .................................................................................34<br />
Our offices .........................................................................................................................43
Our approach<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> is a leading international law firm with a presence in<br />
major financial centres in Europe, Asia and the USA.<br />
Quality is at the centre of everything we do. Our highly involved partners work with clients<br />
to meet their objectives as efficiently as possible. We use our commercial acumen to<br />
provide integrated services across legal disciplines and jurisdictions.<br />
We offer clients services of the highest quality by developing our expertise in the sectors<br />
we know best: these are principally Finance & Investment, Maritime, Energy, Natural<br />
Resources, Transport, Real Estate and ICT. In these areas we use our specialist skills<br />
and experience to provide effective, commercially focused advice across a broad range of<br />
corporate, finance, dispute resolution and tax matters as well as employment and<br />
regulatory issues.<br />
We establish candid, open relationships with our clients and take the time to understand<br />
their business in order to meet their objectives and help their businesses thrive.<br />
We focus on the strengths that provide our clients with real value: in depth expertise, a<br />
high ratio of partners, and talented, proactive people able to work with major clients at the<br />
highest level. Our lawyers demonstrate qualities such as creativity and dedication to the<br />
highest standards. It is these strengths that allow us to offer practical yet innovative legal<br />
solutions.<br />
3
<strong>Oil</strong> & gas<br />
Explorers, producers, traders, contractors, financiers and investors need legal advice from<br />
market experts who understand financial opportunities and costs and who are absolutely<br />
at home in the international marketplace. We provide premium advice to international<br />
clients who are involved in the extraction, financing, trading and distribution of natural<br />
resources and bulk goods worldwide.<br />
Our lawyers act for a range of clients including:<br />
• oil and gas exploration, development and production companies<br />
• offshore contractors e.g. seismic operators, drilling companies, construction<br />
companies, FPSO contractors and standby/supply vessel operators<br />
• oil and gas transmission, storage and distribution companies<br />
• developers and operators of power plants, electricity transmission and distribution<br />
facilities<br />
• operators of and investors in heat distribution systems<br />
• governments or local governments wishing to involve the private sector in utility<br />
activities<br />
• banks<br />
4
<strong>Oil</strong> & gas experience<br />
We provide a comprehensive legal service to our clients in the oil and gas sector. The<br />
following is a selection of recent matters undertaken by our lawyers in this area:<br />
CORPORATE FINANCE & SECURITIES<br />
• Advising in oil & gas, concerning the placement, employment and operation of an<br />
FLNG unit in Australia and Indonesia respectively. Areas covered included<br />
Import/Export, Ownership Structures, Tax issues, Registration/Deregistration of<br />
the FLNG, Compliance with the laws of the relevant jurisdiction and International<br />
covention compliance.<br />
• Advising a Middle Eastern bank in respect of a €95,000,000 letter of credit and<br />
loan facility to an oil trader to finance trading in oil and petroleum products<br />
• Advising an international oil trader on a $45,000,000 advance payment<br />
arrangement for the purchase of oil products from Cubametales/Cupet, the Cuban<br />
state oil producer<br />
• Advising Pantheon Resources plc on a placing to raise around £4.5m<br />
• Advising Irvine Energy plc on a placing to raise £1.1m<br />
• Advising Resaca Exploitation on certain aspects of its listing on AIM with a market<br />
capitalisation of ca £120m and related £53m placing<br />
• Advising Oriel Securities Limited as nominated adviser and broker and Tristone<br />
Capital Limited as global bookrunner and broker on the £50m AIM IPO of Valiant<br />
Petroleum plc. Valiant intends to use the funds (together with existing debt<br />
facilities) to reach first production on the West Don and Don South West fields and<br />
fund its 2008 drilling program and approved 2008 budgets for the Crawford and<br />
Causeway fields<br />
5
• Advising Irvine Energy Plc on its acquisition of a 50% working interest in Niobrara<br />
oil and gas project in Kansas, USA and a related fundraising to raise<br />
approximately £1.5m<br />
• Advising Suntera Resources Limited on a private placement to raise US$400m in<br />
private equity<br />
• Advising Matra Petroleum Plc on the acquisition of OOO Arkhangelovskoe, the<br />
owner of the Arkhangelovskoe exploration licence in Orenburg, Russian<br />
Federation for 55,000,000 new shares in Matra and the related issue of<br />
135,000,000 new shares in Matra to Delek International Energy Limited to raise<br />
£6.075m to fund initial drilling on that licence<br />
• Advising on Italian aspects of the Australian Stock Exchange listing of Key<br />
Petroleum Limited<br />
• Advising Tower Resources Plc on a placing to raise around £1m<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> Plc on a placing to raise £625,000<br />
• Advising a Cyprus company owning oil transhipment assets in relation to a<br />
US$46.5m capital raising programme involving the issue of (i) redeemable<br />
preference shares and (ii) convertible loan notes<br />
• Advising JM Finn & Co on a placing raising £6.9m for Hallin Marine Subsea<br />
International Plc<br />
• Advising Pantheon Resources Plc on its listing on AIM and related placing raising<br />
£10m<br />
• Advising <strong>Oil</strong>ex NL, listed on the Australian Stock Exchange, on its “fast-track”<br />
secondary listing on AIM and creation of a stamp duty reserve tax exempt<br />
Depositary Interest trading facility<br />
6
• Advising Eclipse Energy Company Limited on a £5m pre-IPO fundraising for a UK<br />
offshore hybrid generation project involving two gas fields to generate 90 MW and<br />
a wind farm to generate 108 MW and the related restructuring of existing private<br />
equity investment agreements<br />
• Acted as special MI counsel in connection with the secondary offering of common<br />
units by Teekay LNG Partners L.P. We also acted as special MI counsel in<br />
connection with the initial public offering of Stealth<strong>Gas</strong><br />
• Advising First Olsen group in relation to the restructuring/reflagging and<br />
refinancing of their FPSO/FSO/MOPU fleet. This deal won the ‘Asset & Corporate<br />
Finance Deal of the Year’ award from Asian Legal Business<br />
• Advising Elixir Petroleum Limited, listed on the Australian Stock Exchange, on its<br />
secondary listing on AIM, creation of a Depositary Interest trading facility and<br />
placing raising £6.4m<br />
• Advising JM Finn & Co, as broker, and ARM Corporate Finance Limited, as<br />
nominated adviser, in connection with Hallin Marine Subsea International PLC’s<br />
admission to trading on AIM and on a placing raising £3.45m<br />
• Advising Ascent Resources PLC on a placing raising £1.5m and related warrant<br />
issue<br />
• Advising Naftrans Ltd, the owner of Batumi <strong>Oil</strong> Terminal in Georgia, and its<br />
shareholder on the US$12.75m equity investment from the Great Circle Fund, a<br />
private equity fund primarily funded by OPIC (Overseas Private Investment<br />
Corporation) and the US£8m investment from ENR Securities/MC Investment<br />
Trust (a private equity fund for investments in the Former Soviet Union)<br />
• Acting for a major North American corporation on the disposal of its North African<br />
business through the sale of shares in the holding and subsidiary companies<br />
7
• Advising a Middle Eastern conglomerate on the private equity structure,<br />
investment and shareholder agreement and all related corporate issues and<br />
documentation for the establishment of an upstream exploration and production<br />
company<br />
• Advising the underwriters on the dual stock exchange listings of a major national<br />
oil company<br />
• Advising Genesis Petroleum Corporation Plc on a placing raising £3.5m<br />
• Advising Hardman Resources Ltd., listed on the Australian Stock Exchange and<br />
AIM, on a secondary placing by way of accelerated bookbuild raising £65m and<br />
related Depositary Interest issues<br />
• Advising Global Petroleum Limited, listed on the Australian Stock Exchange, on its<br />
“fast-track” secondary listing on AIM with a market capitalisation of £47m and<br />
creation of a stamp duty reserve tax exempt Depositary Interest trading facility<br />
• Advising Ascent Resources PLC on its admission to trading on AIM and on a<br />
placing raising £500,000<br />
• Advising an oil and gas exploration company with licences in West Africa on its<br />
proposed admission to trading on AIM and related placing<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> PLC on various share placings and exercise of<br />
warrants to raise over £2m, its acquisition of Wildlook Enterprises Limited and a 1-<br />
for-5 warrant issue to shareholders<br />
• Advising an Australian Plc on a Jordanian oil & gas sector takeover and<br />
subsequent listing<br />
• Advising Hardman Resources Ltd., listed on the Australian Stock Exchange and<br />
AIM, on an international share placing and entitlement issue to existing<br />
8
shareholders to raise £70m making it the third largest AIM listed company by<br />
market capitalisation<br />
• Advising in relation to equity investment and offtaker arrangements in relation to a<br />
refinery and storage facility in the Middle East and related financing<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> Plc (listed on AIM) on two share placings and the<br />
exercise of warrants to raise around £700,000<br />
• Advising Hardman Resources Ltd., listed on the Australian Stock Exchange and<br />
AIM, on a £9.4m share placing to UK investors<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> Plc (listed on AIM) on the proposed acquisition of<br />
the entire issued share capital of Afrex Limited, including its African and<br />
Mediterranean oil and gas exploration interests, and related fundraising and<br />
secondary listing of Australian CREST Depository Instruments on the ASX<br />
• Advising Hardman Resources Ltd, listed on the Australian Stock Exchange, on its<br />
secondary listing on AIM with a market capitalisation of around £85m and creation<br />
of a Depositary Interest trading facility<br />
• Advising Aker RGI Holding ASA on its NOK 4bn take-over offer to acquire the<br />
37% shares in Aker Maritime ASA (listed on the Oslo Stock Exchange) not already<br />
owned by it<br />
• Advising Aker Maritime ASA (listed on the Oslo Stock Exchange) on its US$576m<br />
share redemption offer<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> plc on its recommended takeover offer for Black<br />
Rock Petroleum NL, an Australian company listed on OFEX, and its placing and<br />
admission to trading on AIM<br />
9
• Advising Hardman Resources NL (listed on the ASX) on its proposed demerger of<br />
Planet <strong>Oil</strong> International Plc<br />
• Advising Aker Geo Seismic AS in the sale of the core of its seismic business<br />
including its two seismic vessels to Compagnie Generale de Geophysique in<br />
France, for US$118m in shares and cash, with advice on French, English and US<br />
Federal Law<br />
• Advising Atlantis (UK) Limited, a subsidiary of Petroleum Geo-Services A/S on its<br />
take-over offer to acquire the entire issued share capital of Sakhalin Petroleum<br />
PLC (listed on OFEX)<br />
• Advising Hardman Resources Ltd (listed on the ASX) on a rights issue<br />
• Advising a listed UK company on its position in relation to a proposed take-over<br />
offer<br />
• Advising EBRD in connection with a US$18m equity investment in a Polish<br />
refinery<br />
• Advising a US overseas investment organisation on various investment<br />
transactions involving entities in the former Soviet Union, particularly in the oil and<br />
gas sectors<br />
• Advising Eurosov Energy PLC, listed on the Official List of the London Stock<br />
Exchange, on its takeover by Sibir Energy plc, listed on AIM<br />
• Advising EuroSov Energy Plc on its admission to the Official List of the London<br />
Stock Exchange and related placing of shares raising £13m for a total initial<br />
market capitalisation of £35m<br />
• Advising Vanguard Petroleum Ltd (listed on ASX) on its group reorganisation and<br />
demerger of EuroSov Energy Plc<br />
10
• Advising Middlesex Holdings Plc (now Global Natural Energy Plc) in connection<br />
with the acquisition by its subsidiary of 29.3% of Dominion Energy Plc with an<br />
option to acquire up to 52% of its share capital<br />
• Advising the Government of Pakistan on the proposed privatisation of the Pakistan<br />
State <strong>Oil</strong> Company<br />
• Advising KBC Advanced Technologies Plc on its £34.2m placing and admission to<br />
the Official List of the London Stock Exchange<br />
• Advising London & Overseas Freighters Ltd, an oil tanker operator listed on<br />
NASDAQ and the Official List, in connection with the US$105m tender offer by,<br />
and amalgamation with, Frontline Ltd.<br />
MERGERS & ACQUISITIONS<br />
• Advising Galoc Production Company W.L.L (GPC) on its acquisition of an<br />
additional interest in the Philippines' Galoc oil field from Alcorn Gold Resources<br />
Corp. and PetroEnergy Resources Corp. The Galoc oil field, the Philippines' only<br />
major oil development in nearly two decades, has produced over 1 million barrels<br />
of light sweet crude since it started extended production testing in the last quarter<br />
of 2008<br />
• Advising <strong>Gas</strong> Plus Erbil Limited and <strong>Gas</strong> Plus Khalakan on the acquisition and<br />
acquisition finance of upstream assets in the Kursdistan Region of Iraq<br />
• Acting for BP on the sale of a group of companies holding exploration and<br />
production assets in the Middle East<br />
• Advising Mitsui on its farm-in agreement and joint operating agreement, new<br />
company establishment and corporate formalities with BHP in relation to<br />
exploration on the Northern and Southern Blocks<br />
11
• Advising Matra Petroleum plc on the sale of its 40% interest in Gemstone<br />
Properties Ltd (the owner of certain oil & gas concessions in Hungary) to HHE<br />
America Limited for around US$670,000<br />
• Advising New Age (African Global Energy) Limited on its acquisition of an interest<br />
in 3 production sharing agreements in Ethiopia<br />
• Advising the Arabian <strong>Oil</strong> Company on a farm-out of part of its interests in an<br />
Egyptian production sharing contract<br />
• Acting for a Norwegian start-up oil and gas company on the proposed acquisition<br />
of the shares in a company holding an interest in a significant undeveloped Danish<br />
oil and gas discovery<br />
• Acting for a Norwegian start-up oil and gas company on the acquisition of two<br />
companies holding interests in producing gas fields in the Irish Sea and the<br />
acquisition of an interest in some Irish exploration licences<br />
• Advising Elixir Petroleum Limited, listed on AIM and ASX, on its merger with<br />
Gawler Resources Limited to form a UK/USA oil and gas exploration company<br />
• Advising Avana Petroleum on an investment which has led to Avana Petroleum<br />
acquiring an interest in a production sharing agreement in the Seychelles<br />
• Advising Encana Corporation on the sale of the holding company that owns their<br />
exploration and production assets in Chad<br />
• Acting on an farm-out agreement relating to a production sharing agreement in<br />
Ghana<br />
• Advising PetroMal LLC on its bid for a package of non-operated North Sea<br />
exploration and production assets located in the UK, Dutch and Danish sectors.<br />
12
The deal was structured as a cross border package deal including company and<br />
asset acquisitions<br />
• Acting for an Africa focussed company on a bid for a company holding full value<br />
chain gas to power assets in East Africa<br />
• Advising Genesis Petroleum Corporation on a placing and cash shell acquisition<br />
to raise £10m from two strategic investors, Petroleum Geo Services ASA and Aker<br />
Capital AS<br />
• Advising Technip on its sale of Perry Slingsby Systems to SCF Partners, a private<br />
equity business, for US$78m<br />
• Advising Equatorial Biofuels Plc (previously Nardina Resources Plc) on its<br />
proposed reverse takeover of Liberia Forest Products Inc<br />
• Advising Irvine Energy Plc on its acquisition of 75% working interests in two South<br />
Kansas <strong>Oil</strong> and <strong>Gas</strong> Development Projects and related placing to raise £4.25m<br />
• Advising Matra Petroleum plc (previously Ming Resources plc) on its reverse<br />
takeover of Inke Petroleum, a placing raising £8m and readmission to AIM<br />
• Advising Genesis Petroleum Corporation Limited on the reverse takeover of<br />
Genesis by Zari Resources PLC valuing Genesis at £15.6m<br />
• Advising Genesis Petroleum Corporation Limited on the farm-out of an interest in<br />
a UK exploration licence to a Norwegian company<br />
• Advising a subsidiary of a New York listed energy company on a farm-in to an<br />
exploration block in Mozambique<br />
13
• Advising Tower Resources PLC on the acquisition of Neptune Petroleum Limited,<br />
which holds oil and gas exploration licences in Namibia and Uganda, for 200<br />
million ordinary shares valued at £4 million<br />
• Advising a European company on the successful acquisition of exploration and<br />
production assets in Nigeria, including local due diligence and in-country<br />
negotiations<br />
• Advising a European company on the negotiation of the terms for the acquisition<br />
of exploration and production assets in Nigeria<br />
• Advising the seller on the sale of an interest in a Russian oil & gas exploration<br />
licence to Emerald Energy plc (listed on the Official List) for £18m to be satisfied<br />
by shares in Emerald<br />
• Advising Jose de Mello SGPS S.A. on the US$415m sale of its shipping business,<br />
Soponata, to General Maritime Corporation<br />
• Advising Oceaneering International Inc (listed on the NYSE) on its US$48.4m<br />
acquisition of Stolt Offshores’s drill support ROV (remotely operated vehicle)<br />
businesses in Norway, Brazil and Angola<br />
• Advising Oceaneering International Inc on its proposed US$108m acquisition of<br />
Subsea 7’s drill support ROV and associated subsea engineering businesses in<br />
the UK, Norway, Brazil, Gulf of Mexico, West Africa and South East Asia<br />
• Advising worldwide seismic specialist Petroleum Geo-Services ASA on the<br />
US$105m sale of its Atlantis Group and its oil exploration and production interests<br />
in the Middle East to China National Chemicals Import and Export Corporation<br />
(Sinochem)<br />
14
• Acting for Kuwait Foreign Petroleum Exploration Company and MOL Hungarian<br />
<strong>Oil</strong> & <strong>Gas</strong> Company Plc on their bid for a controlling stake in a publicly listed<br />
national oil company<br />
• Acting for Kuwait Foreign Petroleum Exploration Company (subsidiary of Kuwait<br />
Petroleum Company) and MOL Hungarian <strong>Oil</strong> & <strong>Gas</strong> Company Plc on their joint<br />
bid for four German GmbH companies holding assets in Syria<br />
• Acting for a Middle Eastern Company on a negotiated acquisition of an upstream<br />
asset in Libya<br />
• Acting for an integrated North American company on the acquisition of a company<br />
holding producing assets in North Africa and the subsequent tertiary oil recovery<br />
project, including re-negotiation of the terms of the concession agreement, joint<br />
venture arrangements with the National <strong>Oil</strong> Company and conversion of the<br />
concession into a production sharing agreement<br />
• Acting for Edgo Management SA on the acquisition of oil and gas assets in the<br />
Middle East<br />
• Advising a UK company on the acquisition of a company in the Far East holding<br />
producing assets and the subsequent gas development<br />
• Advising Kerr McGee on their US$3.5bn sale of its UK operated and non-operated<br />
North Sea exploration and production business<br />
• Advising Petro-Canada on the US$2.1bn acquisition of Veba <strong>Oil</strong> & <strong>Gas</strong>’<br />
international operated and non-operated business having business operations in<br />
12 countries<br />
• Advising on the proposed sale of a majority interest in an Italian oil and LPG<br />
terminal<br />
15
• Advising a UK subsidiary of a US energy company on the sale of a package of oil<br />
and gas production and exploration assets in the UK North Sea<br />
• Advising on the proposed sale of US and UK oil field equipment supply companies<br />
• Advising a leading Brazilian engineering and construction company Odebrecht<br />
S.A. in relation to the sale of Odebrecht Servicos de Oleo e <strong>Gas</strong> Ltd, including its<br />
Brazilian oil exploration and production interests, to Enterprise <strong>Oil</strong> Plc for gross<br />
consideration of US$153m<br />
• Advising Coflexip Stena Offshore Ltd on the US$67.5m sale of its Subsea Well<br />
Operations business to Well Ops (UK) Ltd, a subsidiary of Caldive<br />
• Advising Intec Engineering (UK) Ltd on the purchase of the FUEL subsea<br />
engineering business from Smit Land & Marine Engineering Ltd<br />
• Advising Petroleum Geo-Services ASA on merger control issues in the UK and<br />
elsewhere in Europe, in relation to its proposed merger with Veritas, including<br />
notifying the transaction and obtaining clearance from the UK Office of Fair<br />
Trading (OFT)<br />
• Advising Bergesen d.y. ASA, Navion ASA and Advanced Production Systems DA<br />
on the US$188m sale of the Pierce Field FPSO assets, including Pierce<br />
Production Company Limited, to Bluewater Group<br />
• Advising Black Rock <strong>Oil</strong> & <strong>Gas</strong> Plc (listed on AIM) on its acquisition of an oil<br />
exploration licence from Otto <strong>Oil</strong> Pty Ltd and another one from Cadex Petroleum<br />
Pty Ltd<br />
• Advising Global Natural Energy plc (listed on the Official List) on its acquisition of<br />
an initial 19.9% interest (with an option to acquire a further 40.1% interest) in a<br />
new UK gas distribution group formed by the merger of Quantum Energy Group<br />
Limited, Fortum Energy Plus Limited and Saracen <strong>Gas</strong> Limited<br />
16
• Advising the purchaser on the proposed purchase of a shareholding in a Russian<br />
oil exploration and development company for around US$30m (including assumed<br />
debts)<br />
• Advising an investor in relation to the acquisition of an interest in a liquid storage<br />
terminal and transhipment facility in Poti, Georgia<br />
• Advising the administrators of Victoria <strong>Oil</strong> Field Development Ltd on the sale of its<br />
extended well testing and mooring system business to Brovig Production Services<br />
Limited, a subsidiary of Brovig Offshore ASA<br />
• Advising an offshore energy services company on the proposed sale of a<br />
subsidiary<br />
• Advising an offshore energy services company on the proposed sale of an interest<br />
in an offshore oil and gas project, based offshore Morocco<br />
• Advising a Danish company in connection with the acquisition of an English<br />
company with a North Sea exploration licence<br />
• Advising the UK subsidiary of a Brazilian offshore engineering and construction<br />
group on the disposal of its engineering facilities at Lowestoft to the management<br />
of the business<br />
• Advising Petroleum Geo-Services A/S on its acquisition of the Atlantic Power<br />
Group from 3i and others for around US$52m<br />
• Advising Genesis Petroleum Corporation Limited on the reverse takeover of<br />
Genesis by Zari Resources PLC valuing Genesis at £15.6m<br />
• Advising a BVI company making a £2m investment in a Canadian corporation<br />
involved in oil exploration<br />
17
• Advising EuroSov Energy Plc on its acquisition of 25% of Russian oil company<br />
Magma for around US$6m<br />
• Advising the vendor on the sale of a shareholding in Moscow <strong>Oil</strong> Refinery<br />
Company for around US$30m<br />
• Advising Waterford Finance & Investment Ltd on the disposal of its interests in<br />
Russian oil companies Evikhon, Yugan-neft and Yuganskoil to Dana Petroleum<br />
plc for around US$40m<br />
• Advising Waterford Finance & Investment Ltd on the disposal of a 20% interest in<br />
Russian oil company Evikhon to Dana Petroleum plc for £4.5m<br />
• Advising the purchasers on the acquisition of two companies with new oil tankers<br />
under construction for a total of around US$70m<br />
• Advising S Three Capital LLC in its US$19m acquisition and related financing of<br />
an option to purchase a tanker on a long-term charter to a major oil company<br />
• Advising an English company on the acquisition of a 100% shareholding in an<br />
Indonesian company which provides consultancy services to the oil and gas<br />
industry in Indonesia<br />
• Advising a Hong Kong-based group of companies dealing in equipment for the oil<br />
and gas industry in connection with the sale of its business to a subsidiary of an<br />
American public listed company<br />
• Advising Trafigura Fuels Australia on the acquisition of liquid storage terminals in<br />
Sydney and Melbourne, Australia, from Vopak including the financing of the<br />
acquisition through a combination of project finance and structured commodity<br />
finance<br />
18
• Advising Innogy on the disposal of oil and gas interests in the North Sea as part of<br />
a divestment following their acquisition of Yorkshire Electricity Group<br />
• Advising an oil company on the proposed purchase of the Santa Cruz oil field in<br />
Argentina<br />
• Acting for an oil company as the purchaser of a petroleum products distribution<br />
business and associated service stations in Ecuador<br />
• Advising an oil & gas company on the restructuring and subsequent sale of a<br />
majority interest in the Natuna Sea oil and gas field in Indonesia<br />
• Advising an international oil & gas company on the sale of oil & gas exploration<br />
interests in Kenya<br />
• Advising the vendor on the sale of an offshore drilling company<br />
• Advising an international oil & gas company on the sale of oil & gas exploration<br />
interests in Malta<br />
• Advising a UK gas utility on potential acquisitions of Hungarian <strong>Gas</strong> Distribution<br />
Companies<br />
• Advising a UK oil and gas company on the disposal of an Indonesian oil & gas<br />
services subsidiary<br />
• Advising a UK oil company on the takeover of an Indonesian oil and gas company<br />
• Advising an international E&P company on US$215m sale of Saudi <strong>Oil</strong> & <strong>Gas</strong><br />
interests to Sinochem<br />
• Advising an energy services company on the acquisition of the drill support<br />
remotely operated vehicles business from Halliburton and DSND for US$108m<br />
19
• Advising an oil and gas services company on sale of Tunisian <strong>Oil</strong> & <strong>Gas</strong> Holdings.<br />
PROJECT FINANCE, TRADE FINANCE, STRUCTURED FINANCE &<br />
SECURITISATIONS<br />
• Acting for Rabobank on a review of its standard form facility and security<br />
documentation relating to trade finance facilities<br />
• Advising on a USD$50 million reserve-based reducing senior facility and USD$10<br />
million junior facility to fund new drilling in new offshore oilfields in northern<br />
Greece<br />
• Advising Irvine Energy Plc on its US$50m development loan facility for its oil and<br />
gas exploration and production assets in Kansas and Oklahoma<br />
• Advising Citibank as mandated lead arranger, agent and security trustee in<br />
connection with a US$850m pre and post delivery financing for an ice-class<br />
drillship to be constructed for the Stena AB Group at Samsung in Korea. The<br />
financing involved Norwegian and Korean export credit support as well as<br />
commercial bank financing. This was the fourth in a series of drillships ordered by<br />
Stena and financed by Citibank<br />
• Acting for an international oil and gas services company in relation to the raising of<br />
additional finance in relation to a project involving a mobile offshore production<br />
unit by means of a private equity financing under a leasing structure involving a<br />
Sharia-compliant head lease and sub-lease<br />
• Advising Standard Chartered Bank on a US$25m reducing reserve-based facility<br />
to fund oil exploration and drilling work by Aegean Energy SA in the North Aegean<br />
Sea in Greece<br />
• Advising a bank on structured receivables financing to an African state owned oil<br />
exporter<br />
20
• Acting for the owner in connection with the financing of a newbuilding jack-up<br />
drilling rig<br />
• Advising Nord LB in relation to the financing of power generation facilities at the<br />
Caythorpe onshore gas field in Yorkshire, UK<br />
• Acting for Bluewater in the negotiation and documentation of their US$850m<br />
secured revolving credit facility involving lead arranger ING, Bluewater and six<br />
major oil companies. The firm has represented Bluewater since 1994, and this<br />
credit facility is the culmination of a series of complex structured debt, lease and<br />
bond financings which Bluewater has successfully implemented to expand its<br />
floating production and other core business over that period<br />
• Advising DVB Bank AG in a US$15m newbuilding delivery financing in respect of<br />
a platform supply vessel being constructed in Brazil for UP Offshore Apoio<br />
Maritimo Ltda., a Brazilian company controlled by Ultrapetrol of Argentina. This is<br />
the first of four such vessels being built in Brazil for the Ultrapetrol group<br />
• Advising Trafigura on sale and purchase arrangements with Singapore and<br />
Indonesian counterparties and preparing documentation in relation to the<br />
purchase of petroleum products under a renewable term pre-financing facility of<br />
US$260m<br />
• Advising Trafigura Beheer B.V. as special English law counsel on the US$300m<br />
securitisation of oil sale receiveables, sponsored by Societe Generale<br />
• Advising on a silent participation in a proposed US$150m financing of a UK listed<br />
oil & gas exploration company<br />
• Advising a leading French bank on a US$100m pre-export finance facility for<br />
Egyptian General Petroleum Corporation<br />
21
• Acting for Exmar in connection with the design, construction and financing of a<br />
floating production storage and offloading unit built in Spain and time chartered to<br />
CPTL for operations offshore Libya<br />
• Advising Royal Bank of Scotland on the financing of a series of 12 product tankers<br />
chartered to BP Shipping<br />
• Advising the financiers of an international pre-export finance project<br />
• Advising Nordea Bank on a US$230m syndicated loan to Exmar to refinance its<br />
19 vessel gas carrier fleet<br />
• Advising NIB Capital and Bank of Scotland on the US$51m financing package to<br />
convert an Italian tanker into a floating production and storage platform (FPSO) for<br />
the Woollybutt Field, Western Australia, operated by Agip<br />
• Advising R & B Falcon Group on a US$245m defeased lease of the semisubmersible<br />
drilling rig “Deepwater Nautilus”, engaged on a services contract for<br />
Shell Deepwater for use initially in the Gulf of Mexico<br />
• Acting for CEXIM in relation to a loan facility made to Sevan Production AS, a<br />
wholly owned subsidiary of the Norwegian company, Sevan Marine ASA. The<br />
loan facility assisted Sevan Production in its acquisition and construction of a FSO<br />
being built by Yantai Raffles Offshore Ltd and China National Aero-Technology<br />
Import & Export Xiamen Corporation<br />
• Advising a FPSO and mooring systems technology and service provider on four<br />
separate leases and the related debt financing secured on their FPSOs, operating<br />
on the UK continental shelf and elsewhere; and their subsequent structured<br />
acceleration and termination in 2005<br />
22
• Advising Amerada Hess Limited on the UK tax, commercial, contractual and<br />
security aspects of a sale and leaseback of its part interest in a semi-submersible<br />
rig operating in the North Sea<br />
• Acting for Aban Loyd Chiles Offshore Ltd in connection with the negotiation and<br />
purchase of a US$160m Baker Marine Pacific Class 375 jack-up rig from<br />
Sembcorp Marine’s PPL shipyard<br />
• Acting in DBS’s financing of the Baker Marine Pacific Class 375 deep drilling<br />
jackup rig which is to be constructed at Jurong Shipyard on behalf of Petrojack<br />
AS. The rig contract price was in excess of US$100m<br />
• Advising a sponsor on the US$300m lease financing for the topsides of the<br />
US$300m FPSO, “Blue Holm”, contracted for the Canadian oil company, Talisman<br />
• Advising African Export-Import Bank on a revolving invoice discounting facility, in<br />
order to provide finance for corporates carrying on business with oil majors in<br />
Nigeria, Angola and other eligible African countries<br />
• Advising Trafigura on a US$5m advance payment facility made to the US<br />
subsidiary of a Georgian entity for the provision of transportation services for<br />
gasoil across Azerbaijan and Georgia, secured by an assignment of the<br />
transporter’s open credit balance from time to time with Azerrail<br />
• Advising Petroleum Geo-Services, the multinational marine seismic company, on<br />
the US$240m securitisation of its multiclient seismic data library, one of the first<br />
securitisations of intellectual property rights outside the music industry<br />
• Advising Trafigura on a prefinancing facility made in respect of the purchase of<br />
gasoil and mogas under, and secured by an assignment over, a production<br />
sharing arrangement in Uzbekistan<br />
23
• Advising Trafigura on a US$10m prepayment of a Russian oil producer in relation<br />
to the delivery of crude oil<br />
• Advising Trafigura on a US$40m advance payment facility made to a Peruvian<br />
subsidiary of an Argentinean oil producer against the delivery of crude oil at a<br />
fixed price from Peru<br />
• Advising Trafigura in relation to a US$30m prefinancing of fuel oil made to an<br />
Ecuadorian producer, structured as a sleeve with an Italian intermediary<br />
counterparty<br />
• Advising Trafigura in relation to a US$15m stock financing facility and repo<br />
arrangement and a pre-export finance facility for the US$40m prepayment of<br />
gasoline made to a Uruguayan producer<br />
• Advising Trafigura in relation to a $137m advance payment credit arrangement<br />
made against future deliveries of crude oil from Cuba, together with the later<br />
refinancing of this into a structured arrangement with three separate facilities.<br />
This was to fund the importation of crude as well as the purchase of receivables<br />
on sales of refined products, during which security was taken over the whole of<br />
one of Havana’s state owned refineries<br />
• Advising TransCanada Pipelines on its proposed acquisition of the Slovak gas<br />
storage sector in Slovakia<br />
• Advising TransCanada Pipelines on its proposed acquisition of the Slovak oil<br />
transmission company<br />
• Advising National Fuel <strong>Gas</strong> Corporation on its proposed investments in the Czech<br />
gas distribution sector<br />
• Advising National Fuel <strong>Gas</strong> Corporation on its bids to acquire gas distribution<br />
companies in the Hungarian privatisations in Hungary<br />
24
• Advising a US offshore contractor on the lease finance of two drill ships valued at<br />
US$660m, the first leases of their kind following changes to UK tax law in the<br />
Finance Act of 1997<br />
• Advising the lessee on UK leases of a series of newly delivered seismic vessels<br />
(value approximately US$350m)<br />
• Advising the lessees on three separate leases of floating production storage and<br />
offtake (FPSO) units and two separate leases of “topsides” for other FPSOs<br />
(aggregate transaction value in excess of US$1.5bn) and the five transactions<br />
consisting almost all of the lease financings done in relation to FPSOs operating<br />
on the UK Continental Shelf<br />
• Advising the indenture trustee in a medium term note program for a major<br />
Brazilian oil producer<br />
• Advising the Singapore branch of a Dutch bank on a US$150m loan to the<br />
Ministry of Petroleum and Natural Resources of the Government of Pakistan,<br />
including in relation to the current rescheduling of sovereign debt in conjunction<br />
with the IMF<br />
• Advising the Singapore branch of a leading Dutch bank on a US$200m short term<br />
oil imports facility for an Indian oil company<br />
• Advising a leading US bank in the silent confirmation of the payment obligations of<br />
south east Asian buyers under oil purchase contracts with western oil majors<br />
• Advising a leading Swiss bank on financing arrangements for an oil major to<br />
support the export of oil and gas from Trinidad<br />
• Advising a major French utility company on the first euro dual play feature<br />
convertible bond issue for a global amount of €2.8bn<br />
25
• Advising a major component manufacturer in a £190m acquisition of a French<br />
company involved in the diesel business<br />
• Advising the lender on the Emerald North Sea oilfield project financing<br />
• Advising French banks on a project financing for the construction and<br />
maintenance of oil stocking and distribution facilities in Benin<br />
• Advising African Multilateral Development agency/bank on a global discounting<br />
facility for state owned oil company in Cameroon<br />
• Advising an international energy trader on a US$180m structured financing of oil<br />
imports secured in part over receivables in Cuba<br />
• Advising a French bank on oil import/export arrangements and loan/security<br />
documents for transactions secured in part over receivables in Cuba<br />
• Advising an international energy trader on a 30 year concession on an LPG<br />
bottling and distribution project in Cuba and related joint venture with the Cuban<br />
State<br />
• Advising an international energy trader on the structured financing of a petroleum<br />
tank farm and related throughput arrangements in Georgia<br />
• Advising an energy trader on pre-financing and purchase of oil products from<br />
Pertamina in Indonesia<br />
• Advising French banks on a US$100m project financing for the construction and<br />
maintenance of oil stocking and distribution facilities in Ivory Coast<br />
• Advising French banks on a US$40m project financing for the construction of oil<br />
refining facilities in Ivory Coast<br />
26
• Advising the lender on a $260m structured US/Norway synthetic lease financing of<br />
drill ship for an oil major<br />
• Advising an international energy trader in relation to a US$35m pre-export trade<br />
finance facility negotiated in respect of a prepayment to be made against the<br />
export of crude oil from Peru<br />
• Advising a US and UK bank on pre-export financing of crude oil exports from<br />
Russia<br />
• Advising French banks on the project financing of new oil refining facilities in<br />
Tanzania<br />
• Advising an oil services company on a bid for an FSO project with PTT in Thailand<br />
• Advising the lessor on the lease out lease back of an oil rig operating on the UK<br />
continental shelf.<br />
STRATEGIC ALLIANCES<br />
• Advising an Arabic joint venture on their partnership with BP in relation to a<br />
US$1bn investment in a negotiated EPSA covering the largest area awarded in<br />
Libya<br />
• Advising a major Norwegian shipping company on a joint venture to supply LNG<br />
vessels<br />
• Advising a major Japanese shipping company on a joint venture to supply LNG<br />
vessels<br />
• Advising Golar LNG Limited on its A$11.5m investment in, Australian Stock<br />
Exchange listed, Liquefied Natural <strong>Gas</strong> Limited<br />
27
• Advising Genesis Petroleum Corporation Plc on its joint venture with Petroleum<br />
Geo-Services ASA in Genesis Petroleum Europe Limited<br />
• Advising Global Natural Energy plc on changes in its gas supply arrangements for<br />
its Corona Energy gas retail distribution business and related shareholder<br />
agreements<br />
• Advising KBC Advanced Technologies plc on the transfer to it and licensing by it<br />
of intellectual property rights in HYSYS.Refinery<br />
• Advising Puma Energy on various joint ventures to build, own and operate oil<br />
storage facilities together with supporting throughput arrangements and related<br />
financing in Paraguay, Honduras and Brazil<br />
• Advised an offshore contractor in relation to a joint venture between the offshore<br />
contractor and operator and Brazilian oil and gas drilling, exploration and<br />
production company in relation to long-term charter and operating contracts for<br />
floating production storage and offloading vessels operating in the Espardarte,<br />
Roncador and Marlim Sul fields offshore Brazil. Advice was also provided to the<br />
offshore contractor for the acquisition of a 20% share in the operating and owning<br />
companies by the Brazilian company and the financing thereof<br />
• Advised an offshore operator during its negotiations with a ship owner in<br />
connection with a joint venture in respect of the construction, acquisition,<br />
management and operation of a dynamically positioned deepwater construction,<br />
installation and anchor handling vessel. This also involved assisting the parties in<br />
their negotiations with the shipyard and documenting the terms of the construction<br />
of the vessel, the joint venture agreement, and the chartering and operating<br />
agreements for the vessel<br />
• Advising Global Process Systems Inc on its joint venture arrangements for the<br />
design, fabrication and supply of a mobile offshore processing unit to Petrofac for<br />
use in the Cendor Field, which is located offshore Peninsular Malaysia. Our role<br />
28
involved the drafting and negotiation of a joint venture agreement between the<br />
various joint venture parties to the MOPU supply project<br />
• Advising EuroSov Energy Plc on a memorandum of understanding between<br />
EuroSov and Central Fuel Company of Moscow, Russia, owned by the City of<br />
Moscow Government, to establish a joint venture company, Central Fuel<br />
Neftegaz, to pursue exploration, development, production and trading activities in<br />
the former Soviet Union<br />
• Advising the UK joint venture company on the joint venture arrangements between<br />
it and three Norwegian oil/shipping companies, for a North Sea <strong>Oil</strong> project<br />
• Acting for Sevan Marine ASA in respect to the registration of an FPSO vessel<br />
under Singapore flag, structuring of a general partnership with a UK joint venture<br />
partner and obtaining exemption under section 13A of the Singapore Income Tax<br />
Act<br />
• Advising IM Skaugen A/S, a listed Norwegian company, on the formation of a<br />
US$90m joint venture with GATX for the purchase of 4 new ethylene gas carriers<br />
under construction in China, with options for a further six vessels<br />
• Advising a French oil industry service company on a joint venture with an African<br />
national oil company<br />
• Advising an offshore drilling contractor on a joint venture for the construction,<br />
marketing and operation of a semi-submersible drilling tender barge<br />
• Advising an energy trader on all aspects of a joint venture with an Argentinean<br />
conglomerate to establish a downstream energy company, including the transfer<br />
of existing energy projects throughout Latin America to a new joint venture entity<br />
29
• Advising a UK plc on joint venture arrangements relating to a production sharing<br />
agreement with SOCAR (state oil company), Amoco and Monument <strong>Oil</strong> for the<br />
exploration of the Inam Block offshore Azerbaijan<br />
• Advising an international energy trader on the structuring and documentation of a<br />
joint venture with a local chain of petrol stations in Brazil<br />
• Advising an energy trader in relation to a joint venture for the storage and<br />
transportation of hydrocarbons in Congo.<br />
DISPUTE RESOLUTION<br />
• Advising clients on a claim under an all risks cargo policy of insurance following<br />
damage sustained to a jack-up rig whilst being transported from Galveston Texas<br />
to Luwut Malaysia. Addressing, in particular, issues of fortuity and inherent vice<br />
• Acting for PGS Offshore Technology in relation to a claim for a £2m “sailaway”<br />
bonus under an EPC contract for the design, engineering, procurement and<br />
construction of an FPSO. The case turned upon whether the head construction<br />
contractor, Aker <strong>Oil</strong> & <strong>Gas</strong> (UK) Limited, had earned the performance bonus by<br />
substantially completing its scope of work on the date of sailaway, and required an<br />
assessment of the scope of carry-over work to be performed offshore<br />
• Acting for SANA the Italian owner of the semi-submersible oil production platform<br />
known as P36 in long-running High Court proceedings against Petrobas<br />
(represented by Linklaters in London) concerning upgrade works to the rig which<br />
capsized and sank off Brazil in 2001. The case involved complicated technical<br />
issues relating to the construction and financing of the rig and was worth in excess<br />
of US$350m<br />
• Acting for Aban Loyd Chiles in a dispute with ITC of Holland over the failure of<br />
ITC's semi-submersible barge to dock Aban’s rig, the Aban II. Claim centred on<br />
which party was responsible for the failure, and required an investigation into the<br />
technical reasons for failure of the docking operation<br />
30
• Advising Moscow <strong>Oil</strong> Refinery in relation to London arbitration proceedings<br />
commenced by Fiber Technologies International Ltd worth in excess of US$300m<br />
and relating to the design and construction of a Russian polypropylene plant<br />
• Acting in an LCIA London arbitration in a US$85m dispute on behalf of a<br />
Canadian owner/operator and two state owned Asia oil & gas companies in<br />
relation to a central oil and gas operating platform fabricated in Vietnam and<br />
commissioned offshore in the Malaysian oil field<br />
• Advising a contractor in relation to the bankruptcy of Tuscan Energy, the operator<br />
of the Ardmore field in the North Sea Corporation<br />
• Acting for the Government of India in the world's largest and India's first<br />
investment treaty arbitration. The multi-billion dollar claims arose out of the Dabhol<br />
Power Project in Maharashtra which was built by a US consortium led by Enron,<br />
GE and Bechtel. Further advising the Government of India on the overall<br />
settlement of the complex Dabhol disputes which had been ongoing for the last<br />
five years and negotiating two separate settlements with GE and Bechtel<br />
• Advising a North American company on the settlement of three disputed<br />
production sharing agreements in the Middle East and the renegotiation of the<br />
terms of the agreements, including the provisions relating to gas<br />
• Advising ARCO on the renegotiation and settlement of disputes in relation to their<br />
exploration and production concessions in Tunisia<br />
• Advising a consortium of international companies on their dispute with the<br />
government of a Middle Eastern country in relation to the termination of their<br />
concession agreement and the settlement terms<br />
• Advising an international oil and gas exploration company on a dispute relating to<br />
oil fields located in the South China Sea<br />
31
• Advising KBC Advanced Technologies plc, a major US and international oil<br />
refinery software consultant/provider, on a dispute with AEA concerning a multimillion<br />
dollar software programme<br />
• Advising an FPSO operator against a North Sea licence holder in High Court<br />
litigation relating to the terms of an FPSO operating contract. The key issue<br />
concerned the payment obligations of the licence holder in circumstances where<br />
the FPSO was taken off the field for essential maintenance and repair. This<br />
dispute, worth in excess of £16m, was ultimately resolved by the Court of Appeal<br />
• Advising a Dutch engineering company in a Commercial Court dispute about the<br />
contract price for an FPSO-related design, engineering and construction project.<br />
The project concerned the removal and refurbishment of a gas compressor unit<br />
and its installation and commissioning on board a North Sea FPSO. The case<br />
was eventually settled following proceedings in the Commercial Court and a<br />
CEDR mediation<br />
• Acting for an Iranian marine construction company in an ICC arbitration brought by<br />
a European oil company (represented by Herbert Smith in Paris). The claim<br />
relates to an EPC contract for the design, construction, installation and<br />
commissioning of two offshore wellhead platforms<br />
• Advising Talisman Malaysia Ltd on a multi-million dollar construction arbitration<br />
dispute concerning an offshore oil platform in South East Asia built by Hyundai<br />
Heavy Industries<br />
• Advising an Italian company on an offshore drilling platform dispute<br />
• Advising ING Barings on the successful defence of a US$5m commission claim by<br />
Westminster <strong>Oil</strong> & <strong>Gas</strong> in respect of the US$800m financing of the Cabinda oil<br />
field in Angola<br />
32
• Acting for Congolese interests in High Court proceedings relating to a payment for<br />
a cargo of oil being shipped from the Congo, and purchased by Glencore<br />
• Advising owners of a very large shipment of oil in a highly publicised dispute with<br />
the Thai Customs Authority arising out of the seizure and detention of their<br />
shipment<br />
• Advising Sinochem on its successful claim against Mobil for approximately<br />
US$14m under a crude oil sale contract<br />
• Advising a multi-party joint venture company in the offshore energy sector in<br />
relation to a dispute between its shareholders with various cross-holdings within<br />
the group<br />
• Advising PGS Offshore Technology in relation to substantial claims arising out of<br />
the US$500m Banff Field FPSO project in the North Sea. The claims, which were<br />
brought against the two major contractors responsible for the design, construction<br />
and installation of the subsea equipment and topsides process facilities, led to<br />
complex litigation in the Technology & Construction Court and, in one instance,<br />
the Court of Appeal. The litigation raised numerous difficult technical issues<br />
concerning the quality of engineering and design, as well as allegations of delay<br />
and negligent project management on the part of the contractors. As a result of<br />
the very large volume of documentation produced during the proceedings, we<br />
adopted a computerised document management system, which has since become<br />
standard practice in such large construction cases<br />
• Acting for Bluewater N.V. against Amerada Hess Limited in High Court litigation<br />
relating to the terms of an FPSO operating contract<br />
• Advising on a dispute concerning the engineering and construction of a gas<br />
compression plant on a floating oil production vessel. This claim was being<br />
pursued in the High Court in London, but was settled prior to mediation (after<br />
close of pleadings and disclosure of documents)<br />
33
• Acting for Transocean in a London arbitration against operators in two adjacent oil<br />
and gas fields off Mumbai<br />
• Representing Northern Offshore ASA in Commercial Court proceedings and<br />
arbitration against British <strong>Gas</strong> arising out of a contract for drilling wells offshore<br />
Indonesia<br />
• Advising an Iranian oil trader on a case brought by Vitol in the Commercial Court<br />
in London involving the sale of Iranian crude and foreign exchange transactions<br />
• Advising a contractor in connection with a £10m claim for a bonus payment under<br />
an offshore construction contract<br />
• Acting for Talisman Malaysia in a drilling rig dispute arising from the failure of the<br />
drilling equipment and the collapse of a jack-up leg.<br />
COMMERCIAL TRANSACTIONS<br />
• Advising the client on its investment in New Age African Global Energy, the<br />
primary upstream oil & gas Africa focused investment vehicle, backed by Och Ziff<br />
Capital Management and Tokyo Sexwale<br />
• Advising Sasol Synfuels International on its commercial arrangements, including<br />
the marketing of diesel and naptha, for the Oryx <strong>Gas</strong> to Liquids plant in Qatar<br />
• Advising Excelerate Energy on the commercial and construction agreements for a<br />
unique gas import project into the port at Teesside, UK. The worlds first project<br />
enabled on board, in port regasified LNG to be delivered straight into the NTS to<br />
boost the UK's natural gas supply in times of shortage. Excelerate Energy has<br />
invested in 9 customised ships (with others on order) which transport LNG but<br />
also have the capability to convert LNG to natural gas on board, a relatively new<br />
technology which allows flexibility in offtake options. The project was the first for<br />
Excelerate Energy outside the US and the first of its type in the world. Due to its<br />
unique characteristics, advice was required in relation to complex and innovative<br />
34
commercial arrangements, including close liaison with UK government and<br />
regulatory departments. We won The Lawyer’s Infrastructure Team of Year 2007<br />
Award for our work on this deal<br />
• Advising on a project involving the construction of two gas pipelines within Oman<br />
and the acquisition of the pre-existing state gas pipeline network<br />
• Advising Edison S.p.A. on the construction and implementation of an Italy to<br />
Greece <strong>Gas</strong> pipeline Project<br />
• Acting for Edgo Management Group, a Jordanian company, in relation to various<br />
corporate and commercial matters in the Middle East<br />
• Advising Petro-Canada on the negotiation of a major gas exploration and<br />
development production sharing agreement in Syria<br />
• Advising a major African company on a gas pipeline project in Mozambique and<br />
South Africa<br />
• Advising ARCO on its US$1.5bn enhanced oil recovery project in North Africa,<br />
including the production sharing agreement, project structuring, joint venture<br />
arrangements and operational and commercial agreements<br />
• Advising Heerama on a subsea facility construction agreement offshore Egypt<br />
• Advising BW Shipping in its purchase of eight 76,000-dwt Panamax product/crude<br />
oil tankers from Germany's AL Ships. Purchased for a total price of US$449m, the<br />
acquisition represents BW Shipping's re-entry into product tanker ownership,<br />
following its exit from the sector in 2004<br />
• Advising British <strong>Gas</strong> on the interpretation of concession agreements in Latin<br />
America and the negotiation relating to those agreements<br />
35
• Advising Petro-Canada on the renegotiation of the terms of their concession<br />
agreements<br />
• Advising Global Process Systems Inc in relation to the conversion and operation<br />
of a mobile offshore production unit for the Maleo Joint Venture in East Java,<br />
Indonesia. This included advising on all aspects of the loan documentation, project<br />
structure, project documentation and liasing and coordinating Indonesian counsel.<br />
The asset is worth approximately US$60m<br />
• Advising a Norwegian company on a possible project to construct a gas pipeline<br />
connected to a buoy capable of receiving delivery of gas from an LNG<br />
regasification vessel<br />
• Advising a number of shipowners and offshore oil & gas operators (including<br />
Teekay, I.M. Skaugen’s Norgas Carriers and a number of Fred Olsen group<br />
companies) in a series of high profile transactions for the establishment of an<br />
increased presence in Singapore for the purpose of operations under the<br />
Approved International Shipping Enterprise (AISE) scheme. The AISE scheme<br />
provides, inter alia, tax exemption for income arising from the operation of<br />
ships/offshore assets and also the establishment in Singapore enables relevant<br />
operators to take advantage of the increased profile and activity of shipping and<br />
offshore oil & gas operations in Asia<br />
• Advising Petro-Canada on bids for concession agreements in Libya, Algeria,<br />
Morocco and Trinidad<br />
• Advising World Petroleum in connection with the documentation of security<br />
arrangements in favour of Trafigura to address delayed payment of purchase price<br />
due to Trafigura for products supplied and on-sold by World Petroleum to<br />
Pertamina. The amount outstanding and due to Trafigura was approximately<br />
US$22.5m<br />
36
• Advised an offshore contractor and operator on the conversion and supply of a<br />
very large floating production storage and offloading vessel for use in the Oveng<br />
field offshore Equatorial Guinea, including advice to the in-house legal and<br />
commercial teams on the terms of a bid for the conversion, installation, chartering<br />
and operating and maintenance contracts<br />
• Advised an offshore contractor in relation to the termination by a field operator of<br />
charter and operating contracts in relation to a floating production and storage<br />
vessel deployed offshore the Democratic Republic of Congo. This also included<br />
negotiating and documenting the termination arrangements and negotiating the<br />
terms of the agreements for the supply, including the upgrade and installation, of<br />
the unit to another offshore project in the Yoho field offshore Nigeria, and the<br />
unit’s associated sale to the field operator<br />
• Advised an offshore contractor in relation to US$25m long term supply and<br />
maintenance contracts in respect of a fleet of floating production storage and<br />
offloading vessels deployed offshore Angola, Democratic Republic of Congo,<br />
Nigeria and Brazil. This also involved assisting the in-house legal and technical<br />
teams of the offshore contractor and fleet owner in negotiating the contracts with<br />
the equipment suppliers, including Rolls-Royce Power Engineering, Alstom<br />
Power, Siemens and Solar Turbines, and ExxonMobil as field operator<br />
• Advising a Norwegian shipping and energy group in relation to the corporate<br />
restructuring of its offshore oil and gas business involving seven semi-submersible<br />
oil rigs, one drill ship and related rig and crew management service providers. We<br />
advised on the structuring and documentation of the sale and purchase<br />
arrangements, the restructuring of the group’s US$405m existing debt, the<br />
transfer of assets based in five different jurisdictions, advising on employment and<br />
other relevant commercial and operational arrangements and advising on various<br />
tax, regulatory and other legal issues<br />
• Advised Marathon <strong>Oil</strong> in connection with the development of the Alvheim field in<br />
the Norwegian sector of the North-Sea, including advice and assistance in the<br />
preparation of the suite of EPCI contracts and bid documentation in respect of the<br />
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acquisition of an oil tanker, and its conversion into a floating production storage<br />
and offloading vessel. Further assistance was provided during the negotiation of<br />
the terms of the contracts for the supply of the topsides and process facilities,<br />
turret, mooring and swivel system and STP buoy and various long-lead items,<br />
such as the main power generation units and the water injection pumps, with<br />
various contractors including Vetco Aibel AS and APL AS<br />
• Advised an offshore drilling contractor in connection with the provision of a drilling<br />
rig for deployment offshore West Africa in relation to the development of the Akpo<br />
field, reviewing the bid documents, including the pro forma drilling contract, and<br />
assisting the drilling contractor in negotiating the contract terms with the field<br />
operator<br />
• Advising a Norwegian shipping and energy group in connection with the<br />
restructuring of and relocation of its oil tanker business and the related<br />
restructuring of its US$250m existing debt. The transaction involved the<br />
structuring and documentation of the transfer of shares and assets (valued in<br />
excess of US$240m) based in a variety of jurisdictions, the restructuring of the<br />
commercial arrangements relating to such assets and advising on various<br />
regulatory, tax and legal matters arising in connection therewith<br />
• Advising a large contractor in connection with the development of a North Sea oil<br />
and gas field, utilising an innovative FPSO vessel. During the negotiations, we<br />
advised on all the major contracts, including topsides, turret, sub-Sea and<br />
installation and vessel management, helping to ensure that the risks in the project<br />
were identified, understood and minimised from the start. We also advised on the<br />
client's insurance matters. Once work on the project had started, we continued<br />
to assist with contractual issues arising during the construction phase<br />
• Advising Aker Geo Seismic AS in the purchase of the seismic vessel “Atlantic<br />
Horizon” from the Eagle Geophysical Group under Chapter II bankruptcy<br />
protection in the US, with advice on US Federal, Liberian and English Law<br />
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• Advising Trafigura Pte Ltd on, negotiating and documenting storage, collateral<br />
management, sale and purchase and security arrangements in relation to the<br />
storage and management of petroleum products to be stored on board the<br />
“Kadriah I”, a VLCC tanker converted into a floating storage facility and located at<br />
Port Tanjung Pelepas, Malaysia<br />
• Advising Trafigura Pte Ltd on, negotiating and documenting commitment,<br />
guarantee and storage agreements relating to Trafigura's commitment to use<br />
storage facilities to be constructed in Johor Bahru by Tanjung Langsat Port Sdn<br />
Bhd<br />
• Advising a Canadian company on its production sharing agreement acquisitions,<br />
negotiations and operations in the Middle East, CIS, Latin America and North<br />
Africa<br />
• Advising a US company on its unitisation and joint venture arrangements in<br />
Vietnam<br />
• Advising various US and European international operating companies on all<br />
aspects of their operational work including EPC, construction, service, drilling, oil<br />
and gas sales and transportation agreements<br />
• Advising a French oil major on the restructuring of operations based in Singapore<br />
• Advising Vitol in connection with a proposed farm-in to an existing production<br />
licence offshore Indonesia<br />
• Advising BJ Services Company in connection with operations in Thailand and<br />
Cambodia<br />
• Advising Talisman Malaysia Limited in connection with the bareboat charter and<br />
operation contract for an FSO on a field offshore Malaysia<br />
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• Advising Trafigura in relation to various long term natural gas supply contracts<br />
with delivery points including Bacton, NBP, Zeebrugge Hub and Zeebrugge<br />
Flange<br />
• Advising large industrial users and producers on long term purchase agreements<br />
of natural gas. General advice in relation to the Network Code including liability,<br />
penalties, operational matters, flexibility bidding and code communications in the<br />
UK<br />
• Advising Trafigura in relation to work-out strategies under natural gas<br />
arrangements with various companies post-Enron<br />
• Advising on transhipment agreements for oil products between a US oil major and<br />
a Black Sea oil terminal<br />
• Advising a UK gas utility on the Bombay natural gas distribution project<br />
• Advising a UK gas utility on a gas distribution/transmission project in Malaysia<br />
• Advising an international oil company on Malaysian E&P licensing issues<br />
• Advising an offshore drilling contractor in connection with the sale of a selferecting<br />
drilling tender assist barge<br />
• Advising a major French oil company on its corporate restructuring in Singapore,<br />
India and Cambodia (including franchising agreements)<br />
• Advising Dutch and Norwegian offshore contractors in relation to their contractual<br />
documentation for the acquisition, conversion and chartering of a number of<br />
FPSOs for use in the North Sea and elsewhere<br />
• Advising the owner of a floating production and floating storage facilities in the<br />
North Sea in connection with the development contract, conversion contracts for<br />
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the FPF and FSU and all other subcontracts and advice including litigation during<br />
the course of a much delayed project<br />
• Advising an English contractor in connection with the EPC and operation contract<br />
for production facilities to be installed on a tanker for installation as an FPSO on a<br />
field offshore Ireland, including the head contract with the field operator<br />
• Advising a UK company in connection with a one year extended well test in the<br />
North Sea including contracts with the field operator and a number of<br />
subcontractors<br />
• Advising an FPSO operator in connection with the contracts for procurement of<br />
the topsides facility, subsea and installation contracts for an FPSO project in the<br />
North Sea<br />
• Advising the owner of a semi submersible drilling rig in connection with its<br />
conversion into an FPF in South Africa, including issues arising with the<br />
conversion yard<br />
• Advising a contractor in relation to a shuttle tanker offshore system from an FPSO<br />
in the North Sea<br />
• Advising an energy trader on crude oil transportation arrangements in Azerbaijan<br />
• Advising a French oil major on restructuring of Cambodian operations<br />
• Advising an oil & gas trader on the supply of LPG to Ecuador<br />
• Advising a UK gas utility on gas a distribution/transmission project in Indonesia<br />
• Advising a European energy company on a pipeline gas purchase contract for the<br />
import of gas into Jordan<br />
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• Advising a UK gas major on the negotiation of the Karachaganak production<br />
sharing agreement and gas transportation agreements with the Government of<br />
Kazakhstan and Gazprom<br />
• Advising a gas purchaser on the gas supply contract for gas to be used in a<br />
proposed iron ore reduction/steel plant in South Africa<br />
• Advising an EPC contractor on offshore oil & gas drilling contracts in Thailand<br />
• Advising a UK developer on the IGDAS <strong>Gas</strong> distribution project for the city of<br />
Istanbul, Turkey<br />
• Advising a UK gas major on negotiating gas sales and transportation agreements<br />
for the sale of gas through the Interconnector Pipeline to various European<br />
purchasers<br />
• Advising an international energy trader on the structuring of a 12 month sleeved<br />
contract for the purchase of Russian gas.<br />
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Our offices<br />
London<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
15 Appold Street<br />
London EC2A 2HB<br />
Tel: +44 (0) 20 7814 8000<br />
Fax: +44 (0) 20 7814 8141/8142<br />
New York<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong><br />
(New York) LLP<br />
1133 Avenue of the Americas<br />
New York<br />
New York 10036<br />
Tel: +1 212 922 2200<br />
Fax: +1 212 922 1512<br />
Paris<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
150, avenue des Champs-Elysées<br />
75008 Paris<br />
Tel: +33 (0) 156 88 21 21<br />
Fax: +33 (0) 156 88 21 20<br />
Hamburg<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
Am Kaiserkai 69<br />
20457 Hamburg<br />
Tel: +49 (0) 40 80 80 344 0<br />
Fax: +49 (0) 40 80 80 344 10<br />
Munich<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
Kardinal-Faulhaber-Straße 10<br />
80333 Munich<br />
T: +49 (89) 237086 0<br />
F: +49 (89) 237086 222<br />
Rome<br />
Studio Legale Associato a<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong><br />
Piazza Navona, 49<br />
2nd Floor int 2/3<br />
00186 - Rome<br />
Tel: +39 06 68 40 581<br />
Fax: +39 06 68 89 2717<br />
Milan<br />
Studio Legale Associato a <strong>Watson</strong>,<br />
<strong>Farley</strong> & <strong>Williams</strong><br />
Via Santa Radegonda 11<br />
20121 Milan<br />
Tel: +39 02 72 17 071<br />
Fax: +39 02 72 17 0720<br />
Athens<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong><br />
Greek Branch<br />
6th Floor<br />
Neophytou Vamva 4<br />
Kolonaki 106 - 74<br />
Athens<br />
Tel: +30 21 0455 7300<br />
Fax: +30 210 7212 490<br />
Madrid<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
Calle del Pinar, 5<br />
28006<br />
Madrid<br />
Tel: +34 91 745 6815<br />
Piraeus<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong><br />
Greek Branch<br />
2nd Floor – Akti Miaouli 89<br />
& Mavrokordatou 4<br />
Piraeus 185 38<br />
Tel: +30 21 0455 7300<br />
Fax: +30 21 0459 4004<br />
Singapore<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
16 Collyer Quay<br />
#12-02 Hitachi Tower<br />
Singapore 049318<br />
Tel: + 65 6 532 5335<br />
Fax: + 65 6 532 5454+<br />
Bangkok<br />
<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> (Thailand)<br />
Limited<br />
Unit 902, 9th Floor,<br />
GPF Witthayu Tower B<br />
93/1 Wireless Road<br />
Patumwan, Bangkok 10330<br />
Tel: + 66 (0)2 665 7800<br />
Fax: + 66 (0)2 665 7888<br />
All references to ‘<strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong>’ and ‘the firm’ in this brochure mean <strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong> LLP<br />
and/or its affiliated undertakings. Any reference to a 'partner' means a member of <strong>Watson</strong>, <strong>Farley</strong> & <strong>Williams</strong><br />
LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing<br />
and qualification.<br />
43