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Energy
Cleary Gottlieb has a vibrant energy practice representing an array of clients on transactions that span the globe. Lawyers in our energy practice have expertise in oil, gas and petrochemicals; biofuels and renewable energy; and electric power.
Oil, Gas and Petrochemicals – With decades of experience representing a wide range of international oil and gas companies, Cleary Gottlieb regularly handles multinational projects, joint ventures, mergers, acquisitions and divestures, the issuance of bonds in the U.S. and international capital markets, corporate restructurings, project and lease financings, structured financings, and other petroleum and petrochemical related transactions.
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Nov 27, 2011
Cleary Gottlieb is acting as counsel to the Ministry of Oil of the Republic of Iraq in connection with the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate), and affiliates of Royal Dutch Shell and Mitsubishi Corporation. The transaction agreements were signed on November 27, 2011.
The purpose of the 25-year project is to gather and process associated natural gas that is produced at three giant oil fields near Basrah, in the southern part of Iraq. Currently, most of the associated gas is flared due to a lack of processing capacity, resulting in significant environmental damage and economic waste. The problem will become more acute as oil production from the fields is increased – studies show that associated gas production from the three fields could increase from its current level of 700 million standard cubic feet per day to over 2 billion standard cubic feet per day.
Under the transaction agreements, the parties will create a new company, Basrah Gas Company, in which South Gas Company will hold a 51% interest, Shell 44% and Mitsubishi 5%. BGC will process associated gas from the three fields, extracting liquids such as condensate, propane and butane for sale in Iraq and for export. The remaining dry natural gas will be used in Iraq, primarily to product electric power. If the volume of gas produced is greater than domestic requirements, BGC may construct a Liquefied Natural Gas plant or other export facilities. The total investment requirement is currently estimated at $17 billion.
Jul 19, 2011
Cleary Gottlieb is representing Goldman Sachs, as financial advisor to the Special Committee of the Board of Directors of Southern Union Company, in connection with the amended and restated merger agreement, dated July 19, 2011, under which Energy Transfer Equity will acquire Southern Union for $9.4 billion, including $5.7 billion in cash and common units of Energy Transfer Equity. The transaction is expected to close in 2012.
Southern Union Company, headquartered in Houston, is one of the nation’s leading diversified natural gas companies, engaged primarily in the transportation, storage, gathering, processing and distribution of natural gas.
Energy Transfer Equity is a publicly traded partnership owning and operating a diversified portfolio of energy assets.
Feb 01, 2011
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (Codelco), the world’s largest copper producer and a Chilean state-owned company, in the sale of its entire 40% interest, held directly and indirectly by Codelco, in E.CL, formerly Edelnor. Codelco sold 424,251,415 common shares at a price to the public of 1,200 Chilean pesos per share. The offering was made to international investors in reliance on Rule 144A and Regulation S. The offering launched on January 14, priced on January 27 and closed on February 1 pursuant to a special auction conducted on the Santiago Stock Exchange.
E.CL is the largest energy generation company in northern Chile. GDF Suez, a French-based group active in the fields of electricity generation and distribution, natural gas and renewable energy, through Suez Energy Andino and its subsidiaries, controls 52.4% of E.CL’s common stock. E.CL did not receive any proceeds from the offering.
Sep 24, 2010
Cleary Gottlieb is acting as international counsel to Petróleo Brasileiro S.A.--Petrobras (Petrobras) in its global equity offering announced September 3, which is expected to be the largest equity offering ever. The aggregate proceeds of the global offering to Petrobras, after underwriting discounts and commissions (before expenses), will be equivalent to approximately US$67 billion.
Petrobras will use part of the proceeds to pay $42 billion to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast.
Aug 18, 2010
Cleary Gottlieb is advising BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan.
BHP Billiton is a global leader in the resources industry occupying significant positions in major commodity businesses, including aluminium, energy coal and metallurgical coal, copper, manganese, iron ore, uranium, nickel, silver and titanium minerals, as well as having substantial interests in oil, gas, liquefied natural gas and diamonds. PotashCorp is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, animal nutrition and industrial chemicals.
Mar 25, 2010
Cleary Gottlieb advised underwriters Barclays Capital, Credit Suisse and RBS in the offering of $2.0 billion 1.875% guaranteed notes due 2013, $1.25 billion 4.375% guaranteed notes due 2020 and $1.0 billion 5.500% guaranteed notes due 2040 issued by Shell International Finance and guaranteed by Royal Dutch Shell. Issued under a shelf registration statement, the notes will be listed on the New York Stock Exchange. The offering closed on March 25.
Royal Dutch Shell is incorporated in England and Wales, has its headquarters in The Hague and is listed on the London, Amsterdam, and New York stock exchanges. Shell companies have operations in more than 100 countries and territories with businesses including oil and gas exploration and production; production and marketing of liquefied natural gas and gas to liquids; manufacturing, marketing and shipping of oil products; and chemicals and renewable energy projects.
Jan 27, 2011
Cleary Gottlieb served as special United States counsel to Petróleo Brasileiro S.A.—Petrobras (Petrobras) in a U.S.$6.0 billion offering of SEC-registered 5-year, 10-year and 30-year notes issued by Petrobras’ finance subsidiary, Petrobras International Finance Company (PifCo). The proceeds of this multi-tranche offering will be used for general corporate purposes and to finance Petrobras’ planned capital expenditures under its 2010-2014 Business Plan. According to media reports, this was the largest-ever bond offering for a Brazilian company in the international capital markets, surpassing the previous record of U.S.$4.0 billion set by Petrobras in October 2009. The notes are unconditionally and irrevocably guaranteed by Petrobras, and the terms of the notes are as follows:
- U.S.$2.5 billion of PifCo’s 3.875% Global Notes due 2016
- U.S.$2.5 billion of PifCo’s 5.375% Global Notes due 2021
- U.S.$1.0 billion of PifCo’s 6.750% Global Notes due 2041
Settlement occurred on January 27, 2011. PifCo intends to apply to have the 5-, 10- and 30-year notes listed on the New York Stock Exchange.
Nov 24, 2009
Cleary Gottlieb represented Tatneft as borrower in a $1.5 billion syndicated pre-export financing. The transaction was commemorated on November 24 by a signing ceremony held in Kazan, the capital of Tatarstan, at which the Prime Minister of Tatarstan, Rustam Minikhanov, and the General Director of Tatneft, Shafagat Takhautdinov, presided. The financing is the largest pre-export financing by a Russian borrower in 2009. The financing was syndicated among a broad 20-member syndicate that included not only major Western banks but also Russian banks that took up roughly one-third of total commitments, with Gazprombank and Bank of Moscow joining as lead arrangers. In addition, the international commodities trader Vitol provided funding while also acting as the offtaker in the transaction. The deal was well over-subscribed. WestLB and Bayerische Hypo-und Vereinsbank (UniCredit) acted as coordinating mandated lead arrangers, and Bank Zenit and Citibank acted as financial advisors to Tatneft.
Tatneft is Russia's sixth largest oil company and has its headquarters and most of its fields located in Tatarstan, a republic of the Russian Federation. This financing will help fund the construction of the Taneco refinery, a new major petrochemical refinery in Nizhnekamsk, Tatarstan, a project of national importance supported by the Russian State. Since 1995, Cleary Gottlieb has represented Tatneft on a wide variety of matters including more than $4 billion of bank financings, capital market transactions, M&A matters and international arbitrations.
Nov 18, 2009
Cleary Gottlieb acted as U.S. and international counsel to the underwriters in Enel's offering of $4.5 billion in bonds, one of the largest-ever offerings of dollar-denominated debt securities by an Italian corporate issuer. The three tranches of bonds, with maturities of five, ten and thirty years, were issued by Enel Finance International, a wholly-owned finance subsidiary of Enel S.p.A., and guaranteed by the parent company, and were sold primarily to institutional investors in the United States in accordance with Rule 144A, with sales outside the U.S. being made pursuant to Regulation S. Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. acted as global coordinators and joint bookrunners for the transaction, which priced on October 1 and closed on October 7. Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Inc. also acted as joint bookrunners.
The Enel Group is the leading electricity operator in both Italy and Spain and one of the leading global operators in the fields of generation, transportation, distribution and sales of electricity. The Group also imports, distributes and sells natural gas. The Yankee Bond transaction, which was notable for its particularly accelerated timetable as well as its size, follows on Enel's successful €8 billion rights offering in July, a deal in which Cleary Gottlieb acted for Enel.
Feb 01, 2008
Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260,000,000 equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The $2.93 billion offering is the largest IPO in Indian history. The transaction closed on February 1.
The global offering was made to investors under Regulation S and Rule 144A.
Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of $28.5 billion. Reliance Power is an affiliate of the Reliance ADA Group, one of the largest business houses in India, comprising companies in the telecommunications, financial services, media and entertainment, infrastructure, energy and other sectors.
Latin America Loan of the Year
(Petrobras’s three-tranche $6 billion offering)
International Financing Review (2012)
Latin America Equity Issue of the Year, Best Follow-On Equity Deal of the Year, Corporate Finance Deal of the Year
(Petrobras’ $67 billion follow-on offering)
International Financing Review (2011), LatinFinance (2011), Latin Lawyer (2011), Financial Times' U.S. Innovative Lawyers (2011)
Highly Commended Firm for Energy
(JPMorgan Chase’s acquisition of RBS Sempra’s energy and commodities business)
Financial Times' U.S. Innovative Lawyers (2011)
Two of the Top Ten Global Oil & Gas M&A Deals of the Year
(ExxonMobil’s acquisition of XTO Energy and Gazprom’s acquisition of a stake in JSC Gazprom Neft)
Legal Business (2010)
Corporate Finance Deal of the Year, Deal of the Year,
Top Ten Deal of the Year
(Petronas' $3 billion bond and $1.5 billion sukuk offering)
Islamic Finance News (2010), Asian-Counsel (2010), Islamic Finance Asia (2010)
Capital Markets and Finance Deal of the Year, IPO of the Year
(Reliance Power's IPO)
India Business Law Journal, Asian-Counsel (2009)
“‘An absolute benchmark in energy-related M&A. … The firm is very highly regarded.’”
Chambers Global (2011)
“One of the strongest corporate firms in New York, Cleary Gottlieb handles transactional work for major clients, including those operating within the energy sphere. It has notable experience in M&A, finance and capital markets matters for domestic and international clients. When it comes to oil and gas, the firm has been retained for some of the largest and most complex transactions of the year.”
Chambers USA (2011)
“Cleary Gottlieb is ‘excellent’ and is ‘great in all aspects of its service,’ according to clients. The firm is well known for its transactional advice to large mining and metals corporations and to oil and gas clients, however it is increasing its reputation in the electric power and renewable energy space as well.”
The Legal 500 - US (2011)
“The German group’s efforts earn similar ratings and it has lately demonstrated its expertise in renewable energy matters, as well as handling mainstream deals.”
“[T]he firm exhibits particular strength in sponsor representation in Latin American power projects and North American port financings.”
Chambers Global (2010)
“One of the great names of the New York legal market, Cleary Gottlieb provides a full service to the biggest clients in industry, including energy and natural resources. The firm handles corporate M&A, finance, and securities work for major national and multinational companies around the world, including some of the largest mining and metals corporations, national oil companies, oil & gas super-majors and majors, and international power companies. … ‘The best investment you can make is to hire the attorneys at Cleary.’”
Chambers USA (2010)
“‘When in doubt, I call Cleary,’ says one client. The team offers a broad foundation of premium-quality finance expertise, including projects, M&A or securities, delivered by ‘pleasant, hard-working, creative and collegial attorneys without egos.’”
Chambers USA (2009)
“Cleary Gottlieb’s star in the projects, energy and natural resources firmament burns bright across Latin America, and [clients] pointed to its superb capability in oil and gas, [and] petrochemical….”
Chambers Global (2008)
“With ‘a strong team spirit and great communication skills,’ this firm is further recommended by clients due to its ‘commitment, sense of responsibility, quality of work and timeliness.’”
Chambers Europe (2008)
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