Trade & Commodities Finance - wfw.com

Our clients include banks and financial institutions, such as Citibank, Calyon, Fortis BankNederland, BNP Paribas, Lloyds TSB, Societe Generale, Intesa Sanpaolo and ING, andcorporates such as Trafigura, BHP Billiton, Ericsson and Norsk Hydro.We act for banks, non-bank lenders, traders, producers and other borrowers in:• Structured commodities finance, including advance payment arrangements• Pre-export finance• Letter of credit and guarantee facilities• ECA backed facilities• Receivables financing facilities• Cash management products• Derivatives• Securitisation of trade receivables• Unsecured lending to corporates• Restructuring, workouts and insolvencies• Collateral management issues, including collateral management agreements andwarehouse receipts financing.5

Our experienceThe following is a selection of transactions undertaken by our lawyers in this area.EUROPE• Advising Standard Chartered Bank on a US$50m senior debt and US$10m juniordebt facility to a Greek oil company• Advising Standard Chartered Bank on regulatory capital issues concerning a£63,000,000 transactionally secured facility to a trading house• Advising Lloyds TSB Bank plc on a US$25m structured trade financing facility toa Swiss trading company involving security over fertiliser stocks in Russia and theBaltic States• Advising on the terms of a standard form bank mandate and account opening form• Advising a US bank as participant in documentation for the participation of tradefinance facilities• Advising BHP Billiton on its trade finance documentation with various banks• Advising Fortis on a receivables facility for Terex Corporation and its UK, German,French and Italian subsidiaries• Advising the lender on its participation in a US$250m receivables purchase facilityfor a major automotive manufacturer• Advising Intesa Sanpaolo in relation to a €45m SACE backed facility for the exportof steel rolling plant to a Ukrainian borrower6

• Advising a Middle Eastern bank on a £45m invoice discounting and letter of creditfacility for the financing of international trade in manufactured household goods• Advising Fortis Bank on a £120m secured working capital facility to a trader inpetroleum products• Advising a major French bank in an unusual High Court action brought to enforcethe bank’s security over goods in transit over which the bank had security for theapplicant’s payment obligation. The case involved an expedited trial againstowners, charterers and consignees during the court vacation and the detention ofthe vessel at sea whilst the bank’s claim was settled• Advising a major European bank in an action concerning the scope of the fraudexception under UCP 500 in respect of deferred payment credits. The case islikely to be a leading authority in this area• Acting for a large European multi-national involved in metals trading andmanufacture in its arbitration claim for more than US$100m arising from acollapsed trade financing deal which involved Islamic and traditional bank preexportfinancing• Advising the lender on a US$30m revolving credit facility, including FX, moneymarket and derivative products for a shipping company structured as a borrowingbase facility with security over trade receivables• Advising a shipping company in relation to forward freight agreements with aseries of financial institution counterparties• Advising Europe Arab Bank plc on a transactionally secured facility to an Englishcompany to finance trade in frozen fish and seafoodAFRICA7

• Advising African Export-Import Bank on a revolving invoice discounting facility, inorder to provide finance for corporates carrying on business with oil majors inNigeria, Angola and other eligible African countries• Advising French banks on a project financing for the construction andmaintenance of oil stocking and distribution facilities in Benin and the Ivory Coast• Advising African Development Bank on financing for the MTN Cameroon GSMnetwork in relation to its bid to secure a GSM licence in Cameroon• Advising an energy trader in relation to a joint venture for the storage andtransportation of hydrocarbons in Congo• Advising African Export-Import Bank on various letter of credit and trade financearrangements with the Ghana Cocoa Board in Ghana• Advising French banks on a US$40m project financing for the construction of oilrefining facilities in the Ivory Coast• Advising a French bank on a pre-export financing, including securitisationstructure, for cocoa exporters in the Ivory Coast• Advising African Export-Import Bank on pre-export financing facilities for theNational Bank of Kenya• Advising the lender in a US$10m structured pre-export financing secured oncocoa stocks in the Ivory coast• Advising African and European multilateral development banks, French ECA andother lenders on a €315m project financing of a GSM telecommunications networkin Kenya for a major French multinational including a local bond issue as well aslocal and international debt facilities9

• Advising a UK Plc on joint venture arrangements relating to a production sharingagreement with SOCAR (state oil company), Amoco and Monument Oil for theexploration of the Inam Block offshore Azerbaijan• Advising an energy trader on crude oil transportation arrangements in Azerbaijanand in Georgia• Advising a European financier on the US$4m structured financing for theacquisition of generating equipment by a Russian mining company• Advising an international commodities house as lender in a US$10m pre exportfinancing to a Ukrainian borrower secured on sugar stocks in the Ukraine• Advising an energy trader on a fuel storage terminal project in Poti, Georgia• Advising an international energy trader on the structured financing of a petroleumtank farm and related throughput arrangements in Georgia• Advising ING Bank on limited recourse pre-export financings in relation to theexport of copper concentrates from Erdenet copper mine, Mongolia, via limitedrecourse arrangements with the offtaker• Advising a commodity trader on various pre-financings of copper concentrates inMongolia and the UAE• Advising Global Energy Group on the supply of turbines and ancillary powerequipment to a Russian smelting company• Advising a US overseas investment organisation on various investmenttransactions involving entities in the oil and gas sectors in Russia and the FSU• Advising a US bank on pre-export financing of crude oil exports from Russia12

• Advising a commodity trader on a US$10m prepayment of a Russian oil producerin relation to the delivery of crude oil• Advising an international energy trader on the pre-financing of gasoil in a productsharing arrangement in respect of nationally controlled oil and gas fields inUzbekistan• Advising a Middle Eastern bank in its participation in the US$1bn pre-exportfinance loan to Eurasian Natural Resources Corporation, secured on receivablesfrom the sales of ferro-alloys produced by JSC Transnational CompanyKazchrome in Kazakhstan• Advising a major commodities house as offtaker and risk participant in a US$1bnmetals financing in the CISASIA• Advising BHP Billiton on general trade finance matters• Advising Deutsche Bank AG (Structured Trade & Export Finance team) on itsUS$95m bilateral inventory financing facility provided to PT Tripanca Group inIndonesia. Deutsche Bank AG, Singapore Branch acted as the sole arranger andDeutsche Bank AG, Jakarta Branch acted as the sole lender. The facility wasstructured as a revolver with 1 year tenor and secured by new inventory (coffeebeans) to be financed under the facility. The deal structure involved tripartitecollateral management agreement among the borrower, the lender and thecollateral manager (appointed by the lender) for the purpose of providing themarked-to-market valuation of the inventory on a weekly basis• Advising an international energy trader on sale and purchase arrangements withSingapore and Indonesian counterparties and preparing documentation in relationto the purchase of petroleum products under a renewable term pre-financingfacility of US$260m13

• Advising an international energy trader in relation to LPG processing and storagefacilities owned and operated by Pertamina, involving advising on “bonded zone”status in Indonesia, joint venture arrangements, storage, sale and purchasemechanics and transaction structure• Advising the lender on the bankability proposals for the fuel supply arrangementsfor a series of power projects in Gujarat, India• Advising an international energy trader on pre-financing and purchase inIndonesia of oil products from Pertamina• Advising BHP Billiton in connection with the proposed acquisition of marketingrights relating to Indonesia’s largest coal mine and in respect of a prepaid coalarrangement• Advising one of the largest commodities and animal feed traders on complexedtrade finance and arbitrage transactions in ThailandAMERICAS• Acting for a European Bank on a $12,000,000 pre-export financing for a Braziliansoya bean producer, secured on soyabean stocks• Advising a French bank on a €33m pre-export financing for a Cuban nickelproducer• Advising a French bank on numerous structured trade financings for Cuban stateownedentities supported by export receivables generated by commodity salescontracts for sugar, oil and nickel and by tourism services• Advising an energy trader on all aspects of a joint venture with an Argentineanconglomerate to establish a downstream energy company, including the transferof existing energy projects throughout Latin America to a new joint venture entity14

• Advising the owner and operator of a petroleum products storage facility inArgentina• Advising banks on crude oil pre-financings in Argentina• Advising a US bank on a term loan facility for an Argentine telecoms utility, tofinance the import of telecoms equipment from Sweden with support by theSwedish export credit agency (EKN)• Advising an international energy trader on the structuring and documentation of ajoint venture with a local chain of petrol stations in Brazil• Advising an energy trader on downstream distribution joint ventures in Brazil• Advising Fortis Bank NV on a structured pre-export financing involving securityover soyabean stocks in Paraguay• Advising an international metals trader as lender on a pre-export financingsecured on metals stocks in Peru• Advising a bank in connection with receivables purchase in respect of supply ofmobile telephones to a South American company• Continued advice to the arrangers in the provision of structured trade financingfacilities for Banco Nacionale de Cuba, with security over tax and commodityreceivables• Advising an international energy trader on a 30 year concession on an LPGbottling and distribution project in Cuba and related joint venture with the CubanState15

• Advising the arranger, a major French bank, on a US$180m revolving creditfacility to provide finance for a receivables purchase facility in favour of the stateowned Cuban oil corporation• Advising Fortis Bank and OND (the Belgian export credit agency) on a US$30mfacility to a major Cuban bank secured on tourism receivables• Advising a French bank on a US$16.5m loan facility to a sugar trader to makeadvance payments in respect of sugar contracts with Cuban exporters• Advising a US bank on US$16m buyer credit to the Government of the DominicanRepublic to finance the construction of a bridge in the Dominican Republic, withsupport from the Spanish export credit agency (CESCE)• Advising an energy trader on a structured financing of a pre-paid crude oilpurchase transaction in Ecuador• Advising an international energy trader on a proposed US$30m prepaymentagainst the export of fuel oil through an Italian major in Ecuador• Advising an oil & gas trader on the supply of LPG to Ecuador• Advising an international energy trader on the investment into a major Paraguayanimporter and distributor of hydrocarbons• Advising the owner and operator of a petroleum products storage facility in relationto various contractual matters in Paraguay• Advising an energy trader on a US$40m pre-export facility for prepayment againstthe purchase of crude oil from Peru16

• Advising an international energy trader on a US$40m advance payment facilitymade to a Peruvian subsidiary of an Argentinean oil producer against the deliveryof crude oil• Advising an international commodity trader on a US$20m pre-export financing ofthe purchase of zinc concentrates from Peru, including advice on commodityderivatives• Advising the lender, a Swiss bank on finance arrangements for an oil major tosupport the export of oil and gas from Trinidad• Advising an international energy trader on a US$40m pre-export financing facilityof crude linked to a stock financing and repo arrangement in Uruguay• Advising Chase Manhattan Trustees as the trustee, collection agent and lenderagent in a US$200m securitisation of export receivables of a major Colombiancoffee fund• Advising a major US steel company in the US$90m securitisation of its exportreceivables through a multi-seller conduit arranged by a European bank• Advising a Mexican corporation in connection with a US$60m securitisation oftrade receivables• Advising the corporate trustee in a US$100m securitisation of a Brazilian paperand pulp manufacturer’s customer receivables and US$300m securitisation of aBrazilian steel manufacturer’s customer receivables17

Team profilesJAMES A WATTERSPartnerLondon+44(0)20 7814 8119jwatters@wfw.comSpecialisation: asset finance, trade finance and bankingtransactionsSUMMARYJames Watters joined Watson, Farley & Williams in 1992 as a Partner, dealing with abroad range of asset finance, trade finance and banking transactionsMICHAEL KENNYPartnerLondon+44 (0)20 7814 8042mkenny@wfw.comSUMMARYMichael Kenny is a Partner in the London office of Watson, Farley & Williams. Hespecialises in international banking and asset finance, with a particular focus on structuredtrade and commodity finance and export finance. He is admitted in England and Wales(1978) and in Hong Kong (1986).He has extensive international experience, having worked as a lawyer in the Middle East(Bahrain), in Hong Kong and in New York, where he was the resident English partner atthe firm’s New York office from 1995 to 1997. Michael is also experienced in acting formultilateral credit agencies, including International Finance Corporation, AfricanDevelopment Bank and African Export-Import Bank18

CELIA GARDINERPartnerLondon+44 (0)20 7814 8000cgardiner@wfw.comSUMMARYCelia Gardiner qualified as a solicitor in 1991 and spent the early part of her career atNorton Rose, specialising in banking, insolvency and debt restructuring. She worked forfive years as a partner at Richards Butler (now Reed Smith Richards Butler) where shedeveloped a particular interest in trade and commodities finance, working as part of amarket leading international energy, trade and commodities team. She joined Watson,Farley and Williams as a partner in January 2008. Her practice consists principally ofinternational trade and commodities finance in which she acts for banks, non banklenders, commodities houses and trade borrowers. Clients include BHP Billiton, FortisBank NV, HSBC Private Bank plc, Lloyds TSB, Europe Arab Bank plc, Persia InternationalBank plc and Intesa Sanpaolo. She also continues to work on corporate debt restructuringand insolvencies, with particular expertise in the insurance sectorANDREW SAVAGEPartnerLondon+44 (0)20 7814 8000asavage@wfw.comSUMMARYAndrew Savage qualified as a solicitor in 1997 and became a Partner at Watson Farley &Williams in 2004. He was appointed Head of Litigation in 2007 and specialises incommercial and finance disputes and international arbitration. He has acted on severallarge scale cases involving cross border issues and regarding the relationship betweenarbitration and court proceedings within and across states. He has also acted for and19

against state entities including the Federal Republic of Germany (in relation to animportant art theft case) and the Government of the Republic of Zambia (an arbitrationraising private law and public international law issues). The arbitration and litigation caseshe has advised on have related to finance, insolvency, energy, commodities, insurance,shipping, construction, computer software and art theft.LINDSEY KEEBLEPartnerParis+33(0)156886043lkeeble@wfw.comSUMMARYLindsey Keeble is a partner in the firm’s Paris office. Lindsey completed her LLM at KingsCollege London in 1998 and joined Watson, Farley & Williams’ London office in 1999 as atrainee solicitor. She qualified in 2001 and relocated to the Paris office in 2008. Lindseyspecialises in project and asset finance, focusing on the renewables and maritime sectors,and commodity finance.LAURENCE MARTINEZ-BELLETPartnerParis0156882142lmartinez-bellet@wfw.comSpecialisation: shipping financeSUMMARYLaurence Martinez Bellet joined the Paris office of Watson, Farley & Williams as a Partnerin April 2005, and is now head of the Paris office. She specialises in asset and structuredfinance, and French and international leasing (aircraft, ships and equipment). Laurencehas acted for banks and financial institutions, equity providers, aircraft operators, financeand operating lessors and arrangers. She has experience in structuring, documenting and20

negotiating construction, acquisition, leasing and financing documentation transactionsinvolving principally, vessels, aircraft and industrial equipment.ERIC DIAMANTISPartnerParis+33(0)1 56 88 49 20ediamantis@wfw.comSpecialisation: Oil and Gas, Transportation, InfrastructuresSUMMARYEric Diamantis focuses his practice on project development and risk management andhas advised project companies as well as developers/sponsors, governments and otherproject participants in oil and gas, transportation and other infrastructure projects, inFrance and abroad. In particular, he has worked extensively in Africa.Eric Diamantis is a graduate of the Ecoles des Hautes Etudes Commerciales, a leadingFrench business school, and also has a degree of the Paris Institute of Political Sciences(Science-Po). He holds as well a post-graduate degree of procedure in civil law from theUniversity of Paris II. He is also a Vice-President of the Euro-Mediterranean think tankIpemed. He is fluent in English, Italian, and Macedonian, has a fair knowledge of Spanish,Serbo-Croatian, German and Russian and a basic knowledge of Chinese (Mandarin). EricDiamantis is admitted to the Paris bar.21

THOMAS HOLLENHORSTPartnerHamburg+49 (0)40 80 80 344-0thollenhorst@wfw.comSUMMARYThomas Hollenhorst is a partner in the firm’s international Project & Structured FinanceGroup and founded Watson, Farley & Williams’ Hamburg office in 2005. He qualified as alawyer in 1998 and gained extensive banking experience as in-house lawyer withDeutsche Bank and Berenberg Bank. Thomas has particular experience in acting forbanks and developers on large project and structured financing transactions. He is fluentin English in addition to his native German.DR. STEFAN KILGUSPartnerHamburg+49 (0)40 80 80 344-0skilgus@wfw.comSUMMARYDr Stefan Kilgus is a partner in the International Project & Structured Finance Group. Headvises lenders, borrowers and sponsors on major finance transactions, such as projectand acquisition finance, receivables purchase facilities and debt restructurings.22

VIRGINIA MURRAYPartnerAthens+30 210 455 7303vmurray@wfw.comSpecialisation: Greek law energy finance, corporate and M&ASUMMARYVirginia graduated from Cambridge in 1989 and practised as a barrister for five years inLondon before moving to Athens and qualifying as a lawyer there in 1998. She joinedWFW in 2007 after ten years at a major Greek commercial firm and specialises inacquisitions and financing in Greece's fast-developing wind energy sector, as well as othercorporate M & A and finance deals in Greece for Greek and foreign investors and banks.ELVEZIO SANTARELLIPartnerRome0039 06 68 40 581esantarelli@wfw.comSpecialisation: corporate and project work, real estateSUMMARYElvezio Santarelli joined Watson, Farley & Williams in 2005. He specialises in corporate,project work and real estate with particular emphasis on renewable energy projects inItaly.23

DAMIAN ADAMSPartnerSingapore00 65 6551 9171dadams@wfw.comSUMMARYDamian Adams joined Watson, Farley & Williams in 1997 as a trainee solicitor in theLondon office, where he qualified in 1999. In 2000, Damian relocated to the firm'sSingapore office, where he became a partner of the firm in 2008. He specialises in arange of cross-border corporate and commercial transactions including M&A, trade sales,joint ventures, shareholder arrangements and AIM transactions including IPOs. He alsoadvises on structured commodity and trade finance transactions, having representedcommodities producers, traders and financiers in relation to product supply, sale andpurchase, storage and collateral management and financing and security arrangements.Damian's practice focuses on the transport and natural resources sectors.MEI LIN GOHPartnerSingapore00 65 6551 9125mlgoh@wfw.comSUMMARYMei Lin Goh has been with Watson, Farley & Williams since September 1998. She isbased in the Singapore office. Mei specialises in cross-border asset, project andstructured finance transactions. These transactions range from the documentation of “plainvanilla” syndicated loans to the structuring of complex tax and/or balance sheet driventransactions. In recent years, Mei has also developed a practice in relation to assistingforeign clients in the establishment of their business and operations in Singapore in order24

to benefit from tax incentives made available in Singapore to the maritime and offshoreindustries. Mei has acted for a variety of lenders, arrangers, lessors, lessees, owners,operators and borrowers in Europe and Asia in the maritime & logistics, offshore oil & gasand energy sectorsMEHRAAB NAZIRPartnerSingapore+44(0)20 7814 8012mnazir@wfw.comSUMMARYMehraab Nazir joined Watson, Farley & Williams as a partner in May 2008 and relocatedto Singapore in August 2009. He specializes in asset, project, commodity and structuredfinance, with a particular focus on the energy and transportation sectors.JOSH CLARKEPartnerSingapore65-6551-9126jclarke@wfw.comSUMMARYJosh is a partner in Watson, Farley & Williams’ Singapore office. He specialises in crossborderfinance with broad experience in syndicated and secured bank financings with aparticular focus on leveraged, project, structured trade and export credit agency-backedfinancings. Josh is a member of the APLMA Indian loan market subcommittee25

STEVEN BURKILLPartnerBangkok+66(0) 2 665 7801sburkill@wfw.comSpecialisation: international dispute resolution work with focusupon international arbitration in the oil and gas, power andcommodities sectorsSUMMARYSteven Burkill joined Watson, Farley & Williams in 1998 and is head of the Bangkok Officeand head of the Asia dispute resolution team. He specialises in international litigation and,in particular, London and Asia-based arbitrations involving oil and gas, power and largescaleproject disputes. He is also highly experienced in shipping litigation involvingcharterparty, bill of lading, commodities and ship sale and purchase disputes. He is citedin the Asia Legal 500 as a leading practitioner in dispute resolution work.JOHN IMHOFPartnerNew York001-212-922-2202jimhof@wfw.comSUMMARYJohn Imhof joined Watson, Farley & Williams’ New York office in 2003. He focuses on thefinancing and tax-based leasing of large infrastructure assets, including power station,transmission and distribution assets, and on a broad range of trade finance and bankingtransactions.26

Our officesLondonWatson, Farley & Williams LLP15 Appold StreetLondon EC2A 2HBTel: +44 (0) 20 7814 8000Fax: +44 (0) 20 7814 8141/8142New YorkWatson, Farley & Williams(New York) LLP1133 Avenue of the AmericasNew YorkNew York 10036Tel: +1 212 922 2200Fax: +1 212 922 1512ParisWatson, Farley & Williams LLP150, avenue des Champs-Elysées75008 ParisTel: +33 (0) 156 88 21 21Fax: +33 (0) 156 88 21 20HamburgWatson, Farley & Williams LLPAm Kaiserkai 6920457 HamburgTel: +49 (0) 40 80 80 344 0Fax: +49 (0) 40 80 80 344 10MunichWatson, Farley & Williams LLPKardinal-Faulhaber-Straße 1080333 MunichTel: +49 (89) 237086 0Fax: +49 (89) 237086 222RomeStudio Legale Associato aWatson, Farley & WilliamsPiazza Navona, 492nd Floor int 2/300186 - RomeTel: +39 06 68 40 581Fax: +39 06 68 89 2717MilanStudio Legale Associato a Watson, Farley& WilliamsVia Santa Radegonda 1120121 MilanTel: +39 02 72 17 071Fax: +39 02 72 17 0720AthensWatson, Farley & WilliamsGreek Branch6th FloorNeophytou Vamva 4Kolonaki 106 - 74AthensTel: +30 21 0455 7300Fax: +30 210 7212 490PiraeusWatson, Farley & WilliamsGreek Branch2 nd Floor – Akti Miaouli 89& Mavrokordatou 4Piraeus 185 38Tel: +30 21 0455 7300Fax: +30 21 0459 4004SingaporeWatson, Farley & Williams LLP16 Collyer Quay#12-02 Hitachi TowerSingapore 049318Tel: + 65 6 532 5335Fax: + 65 6 532 5454BangkokWatson, Farley & Williams (Thailand)LimitedUnit 902, 9th Floor,GPF Witthayu Tower B93/1 Wireless RoadPatumwan, Bangkok 10330Tel: + 66 (0)2 665 7800Fax: + 66 (0)2 665 7888Watson, Farley & Williams Websitewww.wfw.comAll references to ‘Watson, Farley & Williams’ and ‘the firm’ in this brochure mean Watson, Farley & Williams LLPand/or its affiliated undertakings. Any reference to a 'partner' means a member of Watson, Farley & WilliamsLLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standingand qualification.27