Project Development & Finance

Selected projects in the energy and natural resources sector are outlined below:

• Oil and Gas
• Mining and Metals
• LNG
• Renewables

Extensive Experience with Complex Project Structures in a Changing World

Our lawyers focus on large and complex project developments and financings. The average size of S&C’s current financings is $2.9 billion and more than half have values of more than $500 million. Over the years, we have responded to clients’ increasing needs to manage the complex nature of project structuring, including addressing a growing web of governmental and sponsor/lender environmental, social and governance (ESG) priorities.

Deep Knowledge of Multi-Source Project Financings, Including Green Financing

The Firm deftly coordinates multiple financing sources, including commercial banks, export credit agencies and project bonds. In particular, we have been at the forefront of the industry advising many clients on green, social and sustainability-linked bonds and credit products. S&C possesses up-to-the-minute knowledge regarding the approach and requirements of each potential lending source—market insight that proves invaluable to any project.

Sponsor/Borrower Firm of Choice

In contrast to other firms, S&C handles a majority of its project finance work for borrowers and sponsors. The Firm prides itself on managing transactions proactively for its sponsor/borrower clients. Because most of S&C’s work with multi-source project financings involves multiple sponsors, S&C understands the importance of addressing the separate commercial concerns and economic objectives of each sponsor within the consortium. The consequence: S&C has the leading sponsor/borrower practice in the world.

First-of-Their-Kind Projects

Our lawyers bring complex and challenging projects to a successful financial close in novel and unprecedented circumstances. S&C has a well-earned reputation for skill and innovation, forged during decades of work in emerging and developed markets. The Firm has shepherded many first-of-their-kind projects, mitigating and managing risk for sponsors and lenders even under difficult market and political conditions.

Deep Global Bench

Few firms boast project development and financing groups of S&C’s depth and skill. With offices on four continents and in nine countries, S&C’s deep bench of U.S.-, English-, Hong Kong- and French-law qualified lawyers work on integrated teams that are tailored to the specific needs of clients, regardless of locale. These integrated teams handle projects in Australia, Latin America, Europe, Asia, Africa, the Middle East and North America.

Oil & Gas

Selected oil and gas projects include:

• Caspian Pipeline Consortium (Kazakhstan). S&C advised CPC on the financing of the $5.5 billion expansion to its existing oil pipeline, including a $500 million bank facility signed in 2013.
• Australia Pacific LNG (Australia). S&C represented APLNG in the $8.5 billion project finance facility for the development of its groundbreaking $20 billion coal seam gas to liquefied natural gas project on Curtis Island, Queensland. S&C also advised APLNG on its commercial bank loan and private placement offerings in connection with the refinancing of certain of APLNG’s project financing facilities.

APLNG is the first unconventional gas to LNG project in the world. The project was awarded “Asia-Pacific Oil and Gas Deal of the Year” by Project Finance Magazine, “Best Project Finance Deal” by Finance Asia, “Standout Energy Deal” by Financial Times in its U.S. Innovative Lawyers Report, “Asia-Pacific Midstream Oil & Gas Deal of the Year” by IJGlobal and “Highly Commended” for Legal Expertise: Accessing New Markets and Capital by FT Innovative Lawyers Asia-Pacific.

• PNG LNG (Papua New Guinea). S&C advised the project company in the $18 billion fully integrated LNG project involving the exploration, development and production of natural gas in the highlands of Papua New Guinea, transport of the natural gas over a distance of nearly 450 miles from the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the natural gas into LNG and transport of the LNG to customers in Asia.

PNG LNG was the largest-ever project financing as of 2012. It was named “Deal of the Year 2010” by Infrastructure Journal and “Asia-Pacific Oil and Gas Deal of the Year 2009” by Project Finance.

• Dolphin Energy Project (Arabian Gulf). S&C represented the lenders and underwriters of the $4.14 billion refinancing, including a $1.25 billion project bond, for the Dolphin Energy project. In 2015, S&C advised the lenders and underwriters of an additional $863 million loan facility to the project. The project produces gas from the North Field in Qatar, the world’s largest nonassociated gas field, and then transports and sells the gas to customers in Dubai, Abu Dhabi and Oman.

The project is the Middle East’s largest cross-border gas project. The financing signaled the re-opening of the project bond market for the region. The project was recognized by Infrastructure Journal as “Oil & Gas Deal of the Year” and by Project Finance and Project Finance International as “Middle East Oil & Gas Deal of the Year.”

• Baku-Tbilisi-Ceyhan Pipeline Project (Azerbaijan/Georgia/Turkey). S&C represented the project company and sponsor consortium in the $3.9 billion project, including the construction of an oil pipeline from Baku through Georgia to Yumurtalik near the port of Ceyhan in Turkey. In 2015, S&C advised the project company and consortium in a $1.63 billion refinancing facility.

The project was named “2004 Deal of the Year” and “Deal of the Decade” by Infrastructure Journal.

• Tengizchevroil Project (Kazakhstan). S&C advised Tengizchevroil LLP (TCO) in its 2016 $16 billion project financing to fund the $42.5 billion expansion and modification of its upstream operations at the Tengiz super giant oilfield in Kazakhstan. TCO is a Kazakh partnership comprising affiliates of Chevron, ExxonMobil, KazMunayGas, the Kazakh state oil company, and Lukoil. S&C has advised TCO on numerous other financings and commercial matters since 2004.

The transaction is the largest upstream oil industry project financing to date and the second-largest project financing ever.

The expansion project was named “2016 European Oil & Gas Deal of the Year" by Project Finance International.

• OCP Project (Ecuador). S&C participated in the development and financing of a $1.4 billion heavy crude oil pipeline project.

This deal was the first major infrastructure project financing to be completed in Ecuador and the first externally financed pipeline in Ecuador. Institutional Investor named it one of the “Project Finance Deals of the Year”, Latin Finance named it the “Project Finance Deal of the Year” and Project Finance International named it the “Americas Oil & Gas Deal of the Year.”

• Sincor/PetroCedeño Project (Venezuela). S&C participated in this landmark $4.6 billion Sincor extra-heavy oil project, the largest greenfield oil project financing completed to date in Latin America and subsequent debt restructuring in connection with the acquisition by the Venezuelan government of a majority stake.

This deal was Latin Lawyer’s “Restructuring Deal of the Year 2008.”

• Camisea Project (Peru). S&C advised on this $837 million gas pipeline project.

This deal was one of the most significant capital investment programs in Peru’s history and Peru’s largest gas project. Project Finance awarded it the “Latin American Oil & Gas Deal of the Year 2004.”

• Banda Gas Project (Mauritania). S&C advised Kinross Gold with respect to gas purchase, power project development and related work in Mauritania.

Mining and Metals

S&C has acted on six of the top 10 mining project financings of all time. Selected recent mining and metals projects include:

• Ambatovy Project (Madagascar). S&C represented Ambatovy Minerals and Dynatec Madagascar, and their owners, in relation to the financing for the $4.52 billion Ambatovy nickel and cobalt project in Madagascar. The project involved the development of a greenfield open-pit nickel-cobalt mine, an ore-processing plant and related facilities and infrastructure. S&C also advised on the project’s 2016 restructuring.

It is the largest greenfield mine financing to date and one of the largest project financings ever undertaken in Sub-Saharan Africa, representing a milestone for project financing in Africa and for the people of Madagascar. It also was the first Japan Bank for International Cooperation project financing in Africa, the first Kexim co-financing and the first financing signed under Madagascar’s Large Mining Investment Act.

The project was recognized by Project Finance International as “EMEA Mining Deal of the Year,” Project Finance as “African Mining deal of the Year” and by Trade Finance and The Banker as a “Deal of the Year.”

• Antucoya Project (Chile). S&C advised the project company, Minera Antucoya, and its owners, Antofagasta and Marubeni, in $650 million financing documentation for the $1.9 billion Antucoya copper project in Chile’s Antofagasta region.

The project was the largest mining project to close in Latin America in 2013. It was awarded “Latin American Mining & Metals Deal of the Year” by Project Finance and “Deal of the Year – Mining” by Infrastructure Journal.

• Batu Hijau Project and Refinancing (Indonesia). S&C represented Sumitomo and Newmont Mining in connection with the $1.88 billion development and financing of the Batu Hijau Mine. S&C also represented Sumitomo in connection with the establishment of the sponsors’ joint venture to develop and operate this project.

Batu Hijau is the largest-ever mine project financing in Indonesia, which closed amid the 1997 Asian financial crisis.

• Boleo Project (Mexico). S&C advised the lenders on intercreditor issues in connection with Minera y Metalúrgica del Boleo’s, a joint venture between Canada’s Baja Mining and a Korean consortium comprising Kores, LS-Nikko, $823 million financing facility for the construction and development of the Boleo mining project located in Baja California Sur, Mexico. The Boleo project has 265 million tonnes of measured and indicated resources of copper, cobalt, zinc and manganese, and a minimum scheduled mine life of 25 years.

The deal was honored with Mining Journal’s 2010 “Exploration and Development Funding Award” and as Project Finance’s 2010 “Latin America Mining Deal of the Year.”

• Bulyanhulu Project (Tanzania). S&C advised Barrick Gold, as a sponsor, to develop the Bulyanhulu mine, the largest gold mine in East Africa. Financing included a $200 million nine-year term loan arranged by Barclays Capital, CIBC, Citibank, Deutsche Bank, Dresdner Kleinwort Benson and SG, with political risk insurance from MIGA and EDC.

According to Dealogic, Bulyanhulu was the largest mine project financing ever completed in Sub-Saharan Africa when it closed in 2000.

Centinela (fka Esperanza) Project (Chile). S&C advised the project company and its owners, Antofagasta and Marubeni, in $1.05 billion financing for the $2.34 billion copper-gold project in Chile’s Antofagasta region. This development and financing of the greenfield copper, gold and silver project in northern Chile was one of the few Latin American financing deals to close during a turbulent economic climate and the largest mining project financing ever to be completed in Chile.

This deal was honored as Project Finance’s “2009 Latin American Mining & Metals Deal of the Year” and Project Finance International’s “2009 Americas Mining Deal of the Year,” and it was profiled by The Wall Street Journal.

• Emirates Aluminium—EMAL (United Arab Emirates). S&C has represented Emirates Aluminium, equally owned by sponsors Dubai Aluminium and Mubadala Development, since 2006 in respect of the financing of the first and second phases of the aluminium smelter project at the Khalifa Port and Industrial Zone in Abu Dhabi, United Arab Emirates. Financing has included a $4.875 billion limited recourse bank/export credit agency financing, including a $2.8 billion equity bridge loan in 2007, a $737 million ECA financing for the development of Phase I in 2010, and a $4.5 billion project financing for the Phase II expansion in 2013.

The project is the first large-scale industrial project between Abu Dhabi and Dubai and the largest single-site smelters in the world.

• Mina Justa Project (Peru). S&C represented Minsur S.A., Marcobre S.A.C. (the Borrower) and the Project on the $900 million project financing for the development of the $1.77 billion Mina Justa copper project. The multisource financing was made up of financing from 16 lenders, including commercial banks and the export credit agencies, EDC, EFIC, KEXIM and KfW. The transaction was the first greenfield mine project financing to sign in Latin America in 2018 and the largest since 2014. The project was named “Americas Mining Deal of the Year” in 2018 by Project Finance International.

Marcobre’s owners, the Sponsors of the Project, previously announced the sale of a 40 percent stake in Cumbres Andinas S.A.C., Minsur S.A.’s subsidiary that owns Marcobre and the Mina Justa copper project, to Alxar Internacional SpA, a subsidiary of Empresas Copec S.A., in a transaction valued at $200 million.

• Moma Titanium Project (Mozambique). S&C represented Kenmare Resources on a titanium mining and processing project in Mozambique and assisted with concession and licensing agreements with the government, on all commercial contracts and on financing arrangements with various lending institutions and agencies. S&C also advised on a restructuring of the financing to permit expansion and in respect of aspects of Kenmare’s 2010 equity raising.

The transaction was awarded Project Finance’s “African Mining Deal of the Year” and Mining Journal’s “Most Effective Financing of a Mine or Expansion Project.”

• Oyu Tolgoi Project (Mongolia). S&C advised Oyu Tolgoi in the $4.4 billion multi-source financing for the copper and gold mine project in Mongolia. The financing was provided by export credit agencies, including the International Finance Corporation, the European Bank for Reconstruction and Development, the Export-Import Bank of the United States, the Export Finance and Insurance Corporation of Australia and Export Development Canada and a group of 15 commercial banks. The project, whose other shareholder includes the Government of Mongolia, has an expected mine life of 41 years and the production of copper concentrate began in mid-2013.

Oyu Tolgoi is the largest mining financing to sign in 2015, one of the largest copper/gold mines under development anywhere in the world and the largest financing in Mongolia’s history. In addition, the transaction is the largest-ever emerging markets project financing in Asia. The deal was named “Asia-Pacific Mining Deal of the Year” by Project Finance International in 2015.

• Quebrada Blanca Phase 2 (Chile). S&C represented Teck Resources Limited, a Canadian metals and mining company, in a $2.5 billion limited recourse project financing facility to fund the development of its Quebrada Blanca Phase 2 copper project.

Multi-source financing was provided directly, or guaranteed, by several export credit agencies, including the Japan Bank for International Cooperation, Export Development Canada, Export-Import Bank of Korea, KFW IPEX-Bank GMBH, and nine commercial banks. The Quebrada Blanca Phase 2 Project is the largest-ever mining project in Latin America and the third-largest worldwide in terms of total capital expenditure. The project was named “Americas Mining Deal of the Year” in 2019 by Project Finance International.

• Sierra Gorda Project (Chile). KGHM International (formerly known as Quadra FNX Mining), Sumitomo Metal Mining and Sumitomo reached financial close for a $1 billion financing for the Sierra Gorda copper-gold-molybdenum project in Chile’s Antofagasta region.

The financing—in which the Japan Bank for International Cooperation participated, along with a group of four Japanese commercial banks—was one of the largest mining projects to close in Latin America in 2012.

LNG

Selected recent LNG projects include:

• Woodfibre LNG (Canada). S&C advised Woodfibre LNG, a joint venture between Pacific Energy and Enbridge, in the $5.1 billion LNG export project with a 2.1 mtpa liquefaction capacity in British Columbia.
• Port Arthur LNG (United States). S&C advised Sempra in its agreement to sell an indirect, non-controlling interest in the Port Arthur LNG Phase 1 project in Texas to an infrastructure fund managed by KKR and $1.79 billion sale of a 10% interest in Sempra Infrastructure Partners to a subsidiary of the Abu Dhabi Investment Authority.
• Cheniere Corpus Christi LNG (United States). S&C advised Cheniere Energy in the $11.5 billion project financing of its LNG liquefaction project in Corpus Christi, Texas and on several subsequent capital markets refinancing. S&C also advised Cheniere on the amendment and restatement of certain of its credit facilities, increasing the amount available to $6.1 billion, providing for the development of a third liquefaction train at its Corpus Christi project.

The original financing represents the largest single project financing in the United States and was named as “Americas Deal of the Year” by Project Finance International and “North America LNG Deal of the Year” by IJGlobal in 2015. The $6.1 billion financing was named “North American Oil & Gas Deal of the Year” by IJGlobal.

• Cameron LNG (United States). S&C advised Sempra Energy in connection with the $10.9 billion financing of its Cameron LNG export terminal in Hackberry, Louisiana.

The transaction is the second-largest project financing in the United States and was honored with numerous accolades, including “Deal of the Year: Americas” by Trade Finance in 2014.

• Australia Pacific LNG (Australia). S&C represented APLNG in the $8.5 billion project finance facility for the development of its groundbreaking $20 billion coal seam gas to liquefied natural gas project on Curtis Island, Queensland. S&C also advised APLNG on its commercial bank loan and private placement offerings in connection with the refinancing of certain of APLNG’s project financing facilities.

APLNG is the first unconventional gas to LNG project in the world. The project was awarded “Asia-Pacific Oil and Gas Deal of the Year” by Project Finance Magazine, “Best Project Finance Deal” by Finance Asia, “Standout Energy Deal” by Financial Times in its U.S. Innovative Lawyers Report, “Asia-Pacific Midstream Oil & Gas Deal of the Year” by IJGlobal and “Highly Commended” for Legal Expertise: Accessing New Markets and Capital by FT Innovative Lawyers Asia-Pacific.

• PNG LNG (Papua New Guinea). S&C advised the project company in the $18 billion fully integrated LNG project involving the exploration, development and production of natural gas in the highlands of Papua New Guinea, transport of the natural gas over a distance of nearly 450 miles from the gas fields to a liquefaction facility near the capital city of Port Moresby, processing of the natural gas into LNG and transport of the LNG to customers in Asia.

PNG LNG was the largest-ever project financing as of 2012. It was named “Deal of the Year 2010” by Infrastructure Journal and “Asia-Pacific Oil and Gas Deal of the Year 2009” by Project Finance.

• Yemen LNG Project (Yemen). S&C represented Yemen LNG on the $4.8 billion upstream, pipeline and two train LNG liquefaction project. YLNG’s shareholders are direct or indirect subsidiaries of Total, Hunt Oil, SK, Hyundai, Kogas, Yemen Gas and Yemen’s pension fund, GASSP.

The project, which closed despite the lack of precedent in Yemeni law for complex project financings and the challenging global credit markets, is the first large-scale international project financing in Yemen. The project was recognized by Infrastructure Journal as“Global Deal of the Year” and “Oil & Gas Deal of the Year” and by Project Finance and Project Finance International as “Middle East Oil & Gas Deal of the Year”.

• Coega LNG and Related Power Project (South Africa). S&C advised Eskom as one of the sponsors/developers of an LNG regasification, combined-cycle power plant in the Port Elizabeth Area of South Africa.
• North West Shelf LNG (Australia). S&C represented the original participants, subsidiaries of BHP, BP and Shell, and provides ongoing New York and English law advice regarding LNG sale and purchase agreements. This project produces and sells LNG from natural gas from a field offshore Western Australia.

Renewables

Selected recent renewable energy projects and related matters include:

Solar

• Million Solar Homes Tanzania Distributed Solar Financing Project (Tanzania). S&C advised the lenders in their initial loan agreement with Million Solar Homes Leasing Tanzania Limited to provide up to $40 million to fund the acquisition and lease of distributed photovoltaic solar home power systems in Tanzania. The deal was named “African Transmission/Distribution Deal of the Year” by IJGlobalin 2016.
• TerraForm Power and TerraForm Global (United States/Global). S&C advised the SunEdison renewable energy “yieldcos” in their sale to Brookfield (Canada) and a related settlement of claims with parent SunEdison (in Chapter 11 bankruptcy).
• G-I Energy Investments, LLC (United States). S&C advised G-I Energy Investments LLC and its affiliates in multiple investments in solar energy and other generation facilities in the United States and Puerto Rico.
• Canadian Solar Farm (Canada). S&C advised the sponsor of a solar farm project financing in Ontario.

Wind

• Canada Pension Plan Investment Board (Canada). S&C advised CPPIB in its C$1.75 billion acquisition from Enbridge Inc. (Canada) of 49% of Enbridge’s interests in select North American onshore renewable power assets, as well as 49% of Enbridge’s interests in two German offshore wind projects. Concurrently, CPPIB and Enbridge entered into an agreement whereby the two parties formed a 50-50 joint venture to pursue future European offshore wind projects.
• TerraForm Power and TerraForm Global (United States/Global). S&C advised the SunEdison renewable energy “yieldcos” in their sale to Brookfield (Canada) and a related settlement of claims with parent SunEdison (in Chapter 11 bankruptcy).
• S&C advised a major financial institution in a series of confidential renewable energy PPAs and other financing arrangements, including “virtual” wind energy PPA arrangements.
• DONG Energy A/S (Denmark). S&C advised certain selling shareholders of DONG Energy, the world’s largest operator of offshore wind turbine parks, in the initial public offering and listing of its shares on Nasdaq Copenhagen, the largest IPO of the year, as well as the largest Danish IPO ever. The deal was recognized as “Equity Deal of the Year” at the 2017 IFLR European Awards.
• Alta Wind Facility (United States). S&C advised Bank of America Merrill Lynch, as financial adviser to NRG Yield, Inc., in its acquisition of the Alta Wind facility from Terra-Gen Power LLC for $870 million, plus the assumption of $1.6 billion of non-recourse project financings.
• Tétouan Project (Morocco). An S&C partner advised the lenders to the Tétouan project, which involved the construction of a 50MW wind-powered plant in Morocco.
• Evia Wind Project (Greece). An S&C partner advised Banque Paribas on the financing of six windfarms in Greece with a total capacity of 104 MW.

Hydroelectric

• A consortium led by China Three Gorges, including Hubei Energy Group, ACE Investment Fund II LP and CNIC, in its $1.39 billion acquisition of Empresa de Generación Huallaga from Odebrecht Energia del Perú and Odebrecht Energía, including in respect of the acquisition financing, structured on a project finance basis.

The transaction was awarded Latin Lawyer’s “Banking and Finance Deal of the Year” 2019 and International Tax Review Americas Awards’ “Impact Deal of the Year” 2019.

• Antofagasta plc/Minera Los Pelambres (U.K./Chile) in the transfer of its 40 percent stake in the Alto Maipo hydroelectric project to AES Gener SA.
• Aconcagua Hydroelectric Project (Chile). S&C advised Hidroeléctrica Aconcagua in its negotiation of the terms of the financing provided by the IFC in connection with the construction of a hydroelectric power plant in Chile.
• Bath County Projects (United States). S&C advised Allegheny Power System subsidiaries in their acquisition of a 40% undivided interest in a pumped-storage hydroelectric project operated by Virginia Electric and Power Company.
• La Higuera Hydro Power Projects (Chile). S&C advised Pacific Hydro in the project financing of its La Higuera plant.
• Nalcor Energy (Canada). S&C advised Nalcor Energy, the provincially owned electric utility serving Newfoundland and Labrador, in its $5 billion global bond offering to finance construction of a hydroelectric facility and related transmission line.
• Mighty River Power Limited (New Zealand). S&C advised hydropower utility Mighty River Power in the NZ$1.7 billion (approximately $1.4 billion) initial public offering of its shares, making it the largest IPO in New Zealand’s history.
• Theun Hinboun (Laos). An S&C partner advised the sponsors in the Theun Hinboun hydropower project. This was the first Independent Power Producer in Laos.

Geothermal and Multisource

• Abengoa (Spain/Global). S&C advised the coordinating committee of bank lenders on US and UK law matters in the global reorganization of renewable energy sponsor Abengoa in various reorganization proceedings globally.
• Reykjavik Geothermal Project (Ethiopia). S&C advised Reykjavik Geothermal in the financing for its project in Ethiopia.
• Idaho Geothermal (United States). S&C advised Goldman Sachs in the creation of a joint venture with US Geothermal to develop and operate a 10 MW geothermal power generation facility in Idaho.
• Fibropower (United Kingdom). An S&C partner advised the lenders to the Fibropower group of companies in connection with the financing of a number of alternative fuel power projects, including projects powered by straw, chicken litter and rendered cattle carcasses.
• Mantaro-Socabaya Power Line (Peru). S&C advised Hydro-Québec International as head of a consortium that bid successfully for a concession to build, own, operate and transfer the Mantaro-Socabaya electrical transmission line in Peru. S&C worked with the consortium in negotiating the build, own, operate and transfer contract with the Peruvian Government and in structuring the EPC arrangements and financing for this project.
• Ohio Valley Electric (United States). S&C advised a sponsor in the Ohio Valley Electric Corporation’s project to construct and operate power generating and transmission facilities for the supply of power to the gaseous diffusion plant constructed by the Department of Energy near Portsmith, Ohio.
• Enel S.p.A. (Italy) in its initial public offering of shares in its wholly owned renewable energy subsidiary, Enel Green Power S.p.A (EGP).
• Green Bonds. S&C advises a number of publicly and privately owned clients on their green bond capital market offerings and loans issued to fund renewable energy and other green projects, including:
  • Royal Philips (Netherlands)
  • Electricité de France (EDF) (France)
  • KfW Development Bank (Germany)
  • CMPC (Chile)
  • Minera Los Pelambres (Chile)
  • Vornado Realty Trust (U.S.)
• RECs, Futures, Swaps. S&C has advised hedge funds and other trading firms in connection with trading renewable energy certificates as well as futures and swaps on energy related aspects of renewable energy products.