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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 />

37


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 />

38


• 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 />

39


• 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 />

40


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 />

41


• 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 />

42


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

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