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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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Apr 22, 2013
Cleary Gottlieb is representing ABB, a Swiss industrial engineering company, in ABB’s ongoing acquisition of Power-One for approximately $1 billion in cash. ABB is headquartered in Zurich, Switzerland, and is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. Power-One is a provider of power conversion and power management solutions, in particular for the renewable energy sector. The deal was announced on April 22 and is expected to close in the second half of this year.
Jan 16, 2013
Cleary Gottlieb’s client OAO Tomskneft has successfully challenged enforcement in France of an international arbitral award obtained by Yukos Capital S.a.r.l. in 2007 in New York.
On January 16, 2013, the Paris Court of Appeal overruled an ex parte exequatur order because due process had been violated during the arbitration. The Court concluded that Tomskneft did not receive a number of significant communications necessary to its ability to defend itself in the arbitration, including procedural orders, the transcript of the hearing, and the order declaring the proceedings closed. The Court held that Tomskneft’s failure to participate in the proceedings – based on its belief that there was no valid agreement to arbitrate – did not relieve the arbitrator from his duty to inform Tomskneft of all aspects of the proceedings. The Court of Appeal further ordered Yukos Capital to pay a portion of Tomskneft’s legal fees.
Under the ICC award, Tomskneft was held in default under three loan agreements totaling 4.35 billion Russian rubles (approximately $140 million), which it was ordered to pay together with interest of 9% per year and 0.1% per day. Courts in Russia previously declined to enforce the award on the same due process grounds, and they have declared the underlying loan agreements void.
Because the Paris Court of Appeal ruled in Tomskneft’s favor on due process grounds, it did not reach other defenses invoked by Tomskneft, including that there was no valid arbitration agreement, that enforcement of the awards would violate French public international order because the loan agreements on which they rested were an integral part of Yukos Oil’s tax fraud scheme, and the addition of daily interest was illegal.
Jun 27, 2012
Cleary Gottlieb client Rosneft Oil Company achieved an important victory in the Court of Appeal of England on June 27, in ongoing litigation with Yukos Capital. Yukos Capital claims interest on arbitration awards that were annulled by the Russian courts but the Amsterdam Court of Appeal nevertheless enforced.
In granting Rosneft’s appeal, the English Court of Appeal rejected Yukos Capital’s argument that the Dutch treatment of the Russian judgments binds the English courts in any respect, leaving Rosneft free to defend based on the Russian annulment decisions. In a separate part of the English judgment, the court held that the English Act of State doctrine does not impact certain arguments Yukos Capital seeks to make concerning the Russian annulment decisions.
Cleary Gottlieb previously succeeded in gaining dismissal of a related lawsuit by Yukos Capital against Rosneft in New York in 2010, and is coordinating the defense of the litigation in England, working with Travers Smith.
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.
Sep 21, 2011
Cleary Gottlieb is representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to $3 billion, represent the single largest investment venture in East Africa.
Sichuan Hongda Group will hold an 80% interest in the joint venture company, and National Development Corporation, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20%. The joint venture agreement and other transaction documents were signed on September 21. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments.
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.
Jan 29, 2011
Cleary Gottlieb is currently representing Alpha Natural Resources, Inc. in its $8.5 billion acquisition of Massey Energy Company. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. The transaction, which was announced on January 29, is expected to close later this year pending receipt of stockholder approvals of both companies and regulatory clearances.
The combined company will bring together Alpha's and Massey's highly complementary assets, which include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest and highest-quality metallurgical coal reserve bases.
Alpha Natural Resources is one of America's premier coal suppliers with coal production capacity of greater than 90 million tons a year. Among U.S. producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country.
Jan 19, 2011
Cleary Gottlieb is representing Pampa Energia S.A. (Pampa) in connection with the acquisition of various Argentine energy assets from AEI. These assets include:
-- AESEBA S. A. (AESEBA), which owns 90% of Empresa Distribuidora de Energía Norte S.A. (EDEN), an electricity distribution company in the north and center of Buenos Aires province,
-- a controlling stake in Empresa Distribuidora Eléctrica Regional S.A. (EMDERSA), which controls three Argentine electricity distribution companies: Empresa Distribuidora San Luis S.A. (EDESAL), Empresa Distribuidora de Electricidad de La Rioja S.A. (EDELAR) and Empresa Distribuidora de Electricidad de Salta S.A. (EDESA),
-- all of the outstanding bonds of Compañía de Inversiones de Energía S.A. (CIESA), the controlling shareholders of Transportadora de Gas del Sur (TGS), a NYSE-listed natural gas transportation company, together with the rights and obligations arising from ongoing lawsuits related to the these bonds and CIESA’s debt restructuring, and
-- an option to acquire the rights over the lawsuit initiated by Ponderosa Assets L. P. and Enron Creditors Recovery Corp. against the Republic of Argentina before the International Centre for Settlement of Investment Disputes (ICSID) of the World Bank.
The agreements relating to these acquisitions were signed on January 19, 2011, and the closing of the acquisitions is subject to various regulatory approvals in Argentina.
Pampa is the largest fully integrated electricity company in Argentina, with electricity generation, transmission and distribution assets throughout the country.
Sep 10, 2011
Cleary Gottlieb advised Fintech Energy in its investment in Emgasud, one of Argentina's leading gas distribution companies and the owner and developer of some of the most significant renewable energy projects in the country, including the largest wind farm in Argentina. The investment was carried out in two stages and involved equity and debt investments in Emgasud and the contribution of certain renewable energy projects from various shareholders of Emgasud. Fintech has committed, subject to various conditions, to providing additional financing for future energy projects that the company has in development.
Jan 14, 2011
Cleary Gottlieb represented French automotive equipment supplier Faurecia in its strategic investment in Amminex A/S, a Danish clean-tech company that has developed a promising emissions control technology for diesel engine passenger and commercial vehicles. Cleary Gottlieb is also advising Faurecia in connection with a technological cooperation agreement with Amminex to develop and industrialize the technology.
Faurecia purchased a 21.2% equity stake in Amminex in a transaction, valued at 146.6 million Danish kroners (approximately 20 million euros), that closed on January 14, 2011, and also sealed a cooperation agreement with Amminex in September 2010. Pre-development activities under the framework of the cooperation agreement have already been initiated with several leading carmakers.
Amminex has leading expertise in the treatment of nitrogen oxides (NOx), and is the inventor of the Ammonia Storage and Delivery System (ASDS), a customer-friendly gaseous Selective Catalytic Reduction (SCR) system (as an alternative to liquid SCR systems) that delivers precise amounts of ammonia to a catalyst in exhaust lines, and enables efficient removal of NOx from diesel engine exhaust systems. Faurecia and Amminex are hoping to develop this technology to help carmakers meet Euro 6 and future Euro 7 emissions regulations for diesel NOx reduction.
Jun 16, 2011
Cleary Gottlieb won a significant appellate decision on an important issue of EU competition law for the Italian energy company Edison.
On June 16, 2011, the EU General Court annulled a 2006 decision of the Commission in the part where it handed down a €58 million fine on Edison in connection with the hydrogen peroxide cartel. The Commission had fined Edison based on the circumstance that, during the infringement period, it held the entire share capital of Ausimont which had taken part in the cartel. In case of a wholly-owned subsidiary involved in an antitrust infringement, the EU courts' case-law allows the Commission to rely on a presumption that the subsidiary does not act autonomously on the market, but is subject to the decisive influence of its parent, which can thus be held jointly liable for the infringement. The parent company can rebut the presumption by adducing proof to the contrary.
Upholding the arguments set forth by Cleary Gottlieb's lawyers on behalf of Edison, the General Court established that the Commission did not adequately reason its conclusion as to Edison's liability for the infringement committed by Ausimont. In particular, the General Court found that, by not properly explaining its reasons for rejecting the evidence adduced by Edison to demonstrate that, notwithstanding its 100% participation to Ausimont's share capital, it did not actually exercise a decisive influence on the commercial behavior of the latter, the Commission had effectively failed to examine and take a position on such evidence, thereby incurring a lack of reasoning vitiating the decision. The General Court also found that, contrary to the Commission's contention, the pieces of evidence brought by Edison were clearly relevant and significant to the demonstration of Ausimont's decisional autonomy.
The Edison judgment represents one of the very few instances of annulment of a Commission antitrust decision on the issue of parental liability. Indeed, a string of recent cases seemed to have made it virtually impossible for a parent company holding a 100% participation in a subsidiary involved in a cartel to rebut the presumption that it exercised decisive influence over its wholly-owned subsidiary and should thus be held liable for the infringement committed by the latter. The significance of the Edison judgment lies in the fact that the General Court has clearly affirmed that, when it makes use of the presumption, the Commission has a duty to scrupulously review the evidence adduced by the parent company in order to rebut the presumption and, if it believes that the evidence is not capable of doing so, to explain in detail, in its decision, why it deems so. Indeed, if it fails to do so, the Commission effectively transforms the presumption from rebuttable into conclusive, and this is contrary to the EU court's case-law.
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.
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