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May 2018

Law around the worldOur global credentials

© Norton Rose Fulbright LLP, 3 More London Riverside, London, SE1 2AQ, UK. Tel +44 20 7283 6000. EMEA 584 01/18 Extracts may be copied provided their source is acknowledged.

The purpose of this communication is to provide information as to developments in the law. It does not contain a full analysis of the law nor does it constitute an opinion of any Norton Rose Fulbright entity on the points of law discussed. You must take specific legal advice on any particular matter which concerns you. If you require any advice or further information, please speak to your usual contact at Norton Rose Fulbright.

Global resources 02

Recognition 03

Norton Rose Fulbright – in brief 04

Global services 06

Global coverage 09

Desks 149

Global practice groups 157

Global industry strengths 169

Global management team 183

Business principles 200

Norton Rose Fulbright – Law around the world

02 May 2018

1 TNB & Partners in association with Norton Rose Fulbright Australia2 Mohammed Al-Ghamdi Law Firm in association with Norton Rose Fulbright US LLP3 Alliances

EuropeAmsterdamAthensBrusselsFrankfurtHamburgIstanbulLondonLuxembourg

MilanMonacoMoscowMunichParisPiraeusWarsaw

United StatesAustinDallas Denver Houston Los AngelesMinneapolisNew York

St LouisSan Antonio San FranciscoWashington, DC

CanadaCalgaryMontréalOttawaQuébecTorontoVancouver

Latin America BogotáCaracasMexico CityRio de JaneiroSão Paulo

Global resources

AsiaBangkokBeijingHong KongJakarta1

Port MoresbyShanghaiSingaporeTokyo

AustraliaBrisbaneCanberraMelbournePerthSydney

Middle EastBahrainDubaiRiyadh2

AfricaBujumbura3

Cape TownCasablancaDar es SalaamDurban

Harare3

JohannesburgKampala3

Nairobi3

People worldwide

>7000Partners worldwide

>1200 75% men, 25% women (approximately)

Lawyers and other legal staff worldwide

>4000Offices

58

Recognition

May 2018 03

Top 5 global elite brand leaderAcritas Sharplegal, Global Elite Brand Index 2015-2017

Law firm of the yearProject Finance International 2017

Law firm of the yearIJ Global Awards 2018

European law firm of the yearIJ Global Awards 2018

African law firm of the yearIJ Global Awards 2018

Law360 Global 20 listPortfolio Media Inc 2015-2017

Top 15BTI’s peak performing law firm list 2017

Top 10 global eliteGlobal Competition Review 2015-2017

Top 50 employers for womenThe Times 2018, 2017

Top 100 graduate employerThe Times 2017, 2016

Best place to work for LGBT equality Human Rights Campaign Foundation’s Corporate Equality Index 2018

M&A team of the yearThe African Legal Awards 2017

Asia Pacific legal advisor of the yearIJ Global 2017

Recognition


04 May 2018

Norton Rose Fulbright is a global law firm. We provide the world’s preeminent corporations and financial institutions with a full business law service. We have more than 4000 lawyers and other legal staff based in Europe, the United States, Canada, Latin America, Asia, Australia, Africa and the Middle East.Recognized for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare. Through our global risk advisory group we leverage our industry experience with our knowledge of legal, regulatory, compliance and governance issues to provide our clients with practical solutions to the legal and regulatory risks facing their businesses.

Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact.

Norton Rose Fulbright Verein, a Swiss verein, helps coordinate the activities of Norton Rose Fulbright members but does not itself provide legal services to clients. Norton Rose Fulbright has offices in more than 50 cities worldwide, including London, Houston, New York, Toronto, Mexico City, Hong Kong, Sydney and Johannesburg. For more information, see nortonrosefulbright.com/legal-notices.

Industry strengths

Global practice groups

Antitrust and competition

Banking and finance

Corporate, M&A and securities

Dispute resolution and litigation

Employment and labor

Intellectual property

Real estate

Risk advisory

Tax

Norton Rose Fulbright – in brief

Financial institutions

Energy

Infrastructure, mining and commodities

Transport

Technology and innovation

Life sciences and healthcare

Norton Rose Fulbright – in brief

May 2018 05

Selected clients

AES Corporation

AIG

AngloGold Ashanti

Aveng

Bayer

BMW

BNP Paribas

Bombardier

BP

China Development Bank

Citi

Deutsche Bank

ENGIE

GE Energy Financial Services

GlaxoSmithKline

HSBC

ING Group

Inter-American Development Bank

Johnson Controls

McLaren Technology Group

Macquarie Group

Meritor Inc

MUFG Union Bank

NextEra Energy

NRG Energy

Ormat Technologies

Overseas Private Investment Corporation

Petronas

QBE Insurance Group

Rio Tinto Group

Rockwell Automation

Rockwell Collins

Royal Bank of Canada

SNC-Lavalin Group

Solar City

Standard Chartered Bank

SunPower

Tenaska

World Fuel Services Corporation


06 May 2018

AAcquisition finance and corporate lending Advertising and marketing Alternative dispute resolution (ADR)Antitrust and competition Appellate Asset and wealth management Asset-based lendingAsset finance Aviation

B Banking and finance Bankruptcy, financial restructuring and insolvency Banks

CCapital marketsCartels and antitrust investigations Class actions CommoditiesCommunications, media and entertainment Construction and engineeringCopyright law Corporate, M&A and securities Corporate governance and compliance Crisis management

DData protection, privacy and cybersecurity Dispute resolution and litigation

EeDiscovery Employee benefits and executive compensationEmployment and labor EnergyEnvironmental law

FFinancial institutions Financial investors Financial services and regulation FinTechFood and agribusinessFranchising Fraud and asset recovery

GGovernment relations and public policy

HHealth and safety law Healthcare Hotels, hospitality and leisure

IImmigration law Indigenous lawInfrastructureInsuranceInsurTechIntellectual propertyInternational arbitration Investment funds Islamic finance

LLife sciences Lobbying

MMerger controlMining

OOil and gas

Global services

Global services

May 2018 07

PPatentsPensionsPharmaceuticals PlanningPorts Power and utilitiesPrivate equity and venture capital Product liabilityProfessional negligence ProjectsPublic and government finance Public-private partnerships (PPP)

RRailReal estateRegulation and investigations RenewablesReputation and defamation protection Retail and consumer markets Risk advisoryRoads

SSanctions and export controlsSecurities litigation, regulation and enforcementShippingSourcing and technology Sports law Structured trade and commodity finance

TTaxTechnology and innovation Trade secrets Trademarks and brands Transport

WWaterWealth and private client White-collar crime WTO and international trade


08 May 2018

Global coverage

May 2018 09

Europe 10

United States 40

Canada 66

Latin America 80

Asia 92

Australia 112

Middle East 126

Africa 136

India 150

Israel 151

Nordic region 152

South Korea 153

The Marshall Islands 154

Global coverage


10 May 2018

We offer comprehensive legal advice across the major financial and commercial centers in Europe, including a full EU regulatory and antitrust service from our office in Brussels. Our broad practice ranges from complex cross-border M&A transactions to major projects, cross-border dispute resolution and financial services regulation.

Europe overview

CONTACT

Martin Scott+44 20 7283 [email protected]

OFFICES AmsterdamAthensBrusselsFrankfurtHamburgIstanbulLondonLuxembourgMilanMonacoMoscowMunichParisPiraeusWarsaw

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securitiesDispute resolution and litigationEmployee benefits and executive compensationEmployment and laborFinancial services and regulationInsuranceInsureTechIntellectual property

International arbitrationInvestment fundsIslamic financePensionsPower and utilitiesProjects Public and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

Global coverage – Europe

May 2018 11

CLIENT WORK IN EUROPE

Red Cross deploys humanitarian impact bondWe assisted the International Committee of the Red Cross with structuring and documenting a humanitarian impact bond for the design, construction and operation (including all staffing and training) of physical rehabilitation centers in Maiduguri in the Federal Republic of Nigeria, Mopti in the Republic of Mali, and in Kinshasa in the Democratic Republic of Congo (DRC) for a five-year period. The rehabilitation centers will deliver wheelchairs and prosthetics to improve the mobility of disabled persons in the local region and are being funded using a private-public partnership-style structure. At the end of the five-year period, the performance of each center will be assessed and compared to other specified ‘baseline’ centers operated by the Red Cross. The organization will receive a payment from the international development agencies of Belgium, Switzerland, Italy and the UK and the La Caixa Foundation when the rehabilitation centers are completed, based on efficiency of delivery under a ‘payment by result’ contract. The Red Cross will apply this payment under each contract to make a corresponding payment to the private sector investors based on performance criteria.

Gao family buys control of Southampton Football ClubOur London and Shanghai offices advised the Gao family, a Chinese investor, on its purchase of a majority stake in English Premier League football club Southampton FC, and on its partnership with previous majority owner Katharina Liebherr. Mr Jisheng Gao, chairman of Chinese real estate, energy and sports and leisure company Lander Sports Development, and his daughter Mrs Nelly Gao, acquired the stake in August 2017 from Liebherr, who retains a minority stake in the club.

All risk cover for eco-fuels plant in TexasWe assisted a Lloyd’s syndicate with cover related to a notification of circumstances which may give rise to a claim under an erection/all risk policy covering the professional indemnity of an international group of companies engaged in building the world largest plant of eco-fuels in Texas.

MARKET RECOGNITION

Real estate team of the yearLegal 500 UK 2018

European renewables deal of the yearProject Finance International Awards 2017

Tier 1 Energy and natural resources: mining

Chambers Global – Russia 2011-2017

Aviation financeShipping finance

Legal 500 EMEA – France 2014-2017

Energy Shipping financeShipping litigation

Legal 500 EMEA – Greece 2012-2017


12 May 2018

Law Debenture Trust in US$3bn dispute with UkraineWe are acting for The Law Debenture Trust Corporation Plc in a high- profile US$3bn Commercial Court dispute with a corporate trustee, and Ukraine, to enforce payment of notes issued by Ukraine in 2013, which it failed to repay on maturity in 2015. The sole holder of the notes is currently the Russian Federation. Ukraine argues that it is not required to repay the notes because it lacked capacity to enter the relevant agreements as a result of alleged acts of duress by the Russian Federation and matters relating to Ukraine’s conflict with the Russian Federation concerning Crimea and Eastern Ukraine. This dispute was listed as one of the top ten cases of 2017 in The Lawyer.

GE and ADEME invest in German Merkur wind farmOur offices in Munich, Paris, Hamburg and Brussels acted for Coriolis, a joint venture company owned by GE and ADEME, on its equity investment in the German Merkur offshore wind farm. The deal was awarded European offshore deal of the year in 2016 at the IJGlobal Awards and by Project Finance International. Coriolis is a joint investment vehicle formed by French state-controlled ADEME for its equity investment in Merkur and the capital investment arm of the turbine supplier. GE will supply the wind turbines for Merkur, the first large-scale commercial deployment of GE state-of-the-art Haliade 150-6MW offshore wind turbine in Europe.

Eni Ghana progresses oil and gas projectOur London office advised Eni Ghana on the Offshore Cape Three Points (OCTP)/Sankofa oil and gas development off the coast of Ghana, which will pump 45,000 barrels per day. This deal is a major foreign direct investment into Ghana, awarded Africa oil and gas deal of the year by Project Finance International in 2016. It is phase 1 of the US$7.9bn OCTP project, which will produce up to 180 million cubic feet of gas daily from the nearby Gye Nyame reserve by 2019. We assisted Eni Ghana with the petroleum agreement and agreements with the government, gas sales arrangements, as well as support arrangements with the World Bank.



May 2018 13

Milk producer seeks insurance cover in contamination claim We assisted a leading international insurance company in assessing coverage under a complex insurance scheme (including coverage for tampering, third party liability and all risks) issued in favor of a milk producer over the sale of contaminated milk.

Criminal court provisional conviction over flood disasterWe advised a leading insurance company, in its capacity as reinsurer, on the possible exposure of the insurer of the officers of the Municipality of Genoa in relation to their alleged responsibilities in a flooding incident which occurred in 2011. The Criminal Court issued an immediately enforceable provisional conviction amounting to €458m (US$543m) payable to the victims’ heirs. The total damages are to be quantified in the subsequent civil proceedings.

Synlab acquires Italian diagnostic clinical lab company We advised SDN Istituto di Ricerca Diagnostica e Nucleare, the Italian division of Synlab, on labor law and workers’ union issues related to its acquisition of Mater Dei SRL, the owner and operator of numerous clinical diagnostic laboratories in the Campania region, employing over 200 people. Synlab is the largest European clinical laboratory service provider, with more than 17,000 employees in 30 countries.

SNC-Lavalin sells businesses in France and MonacoWe advised SNC-Lavalin on the sale to Ciclad and Impact Holding of its operations and maintenance (O&M) businesses in France and Monaco to French investors specializing in this sector. The transaction is part of SNC-Lavalin’s focus on repositioning its global core business. The transaction was completed in December 2016 and comprised the sale of 19 airports in medium-sized cities in France, 13 infrastructure engineering agencies and an O&M facility in Rouen’s port. These activities involved approximately 1100 employees.



14 May 2018

US$1.3bn ECA-backed loan reflects confidence in LNG sectorWe acted for Citigroup and Nordea Bank as joint mandated lead arrangers on one of the most significant debt finance transactions of recent years in the shipping and liquefied natural gas (LNG) sectors, a US$1.3bn Korean export credit agency (ECA)-backed loan to entities owned by NYSE-listed GasLog Ltd, an owner, operator and manager of LNG carriers. GasLog will use the loan to pay Samsung and Hyundai to build eight LNG carriers in Korea, most of which are chartered to BG Group. The transaction involved an international and versatile syndicate of 15 lenders and ECA support by Korean ECAs Korea Trade Insurance Corporation and Export-Import Bank of Korea. The multiple parties and the scale of the transaction, which involves a triple ECA wrap, make it unique.

TD Bank issues €1bn floating rate deposit notesOur lawyers assisted the joint lead managers with The Toronto-Dominion Bank’s issue of €1bn (US$1.2bn) floating rate deposit notes due 8 September 2020, on the London Stock Exchange, part of its US$20bn global bond program. The joint lead managers were Credit Suisse Securities, Société Générale and The Toronto-Dominion Bank.

Swiss bank in civil, criminal proceedings in FranceWe are assisting a major Swiss bank in handling and coordinating 30 civil and criminal proceedings (including a €50m (US$60m) claim after an asset management agreement was terminated and a shareholder dispute arose between our client and an asset management group. The disputes included cases of abuse of power, fraud, theft and false accusations.

Sani resort hotels sold to private equity investorsWe advised on one of the largest private equity transactions in Greece of recent years, the sale of 98.7 percent of the Sani resort hotels to investors led by Oaktree Capital Management. We acted for certain selling shareholders – including one of the founding families – on the sale of Sani Development and Touristic SA, the owner of the Sani resort hotels (which includes a five-star hotel resort in Chalkidiki, Greece). The deal was put in place very quickly and involved acquisition finance; deferred consideration for those selling shares; and management arrangements with one of the founding families.



May 2018 15


Angolan government issues debut US$1.5bn international bondOur teams in London, Paris, Amsterdam and Los Angeles advised the government of Angola on its debut international bond issuance and the largest inaugural bond issue, valued at US$1.5bn, by a non-investment grade sub-Saharan African sovereign, to date. The deal, to fund the remediation of Angola’s only liquefied natural gas plant, has huge significance for the country’s economy. The bonds were issued to US investors under Rule 144A and to non-US investors under Regulation S, and listed on the regulated Irish Stock Exchange.

The transaction involved extensive due diligence to support complex disclosure relating to the Republic’s economy, public finances, public debt and monetary systems; a plethora of domestic legal and political issues; changes to Angola’s public procurement laws; an unprecedented Angolan Audit Court and governmental approvals process; new innovative structures, in particular relating to third-party monitoring and oversight of use of the bond proceeds; and protracted negotiations between three leading investment banks, two domestic Angolan counsels and the banks’ international counsels.

The syndicate of lenders comprised BNP Paribas, Bank of China Limited, the Bank of Tokyo-Mitsubishi UFJ, Ltd, ING Bank, Industrial and Commercial Bank of China Ltd, Société Générale, Sumitomo Mitsui Banking Corporation and UniCredit. Several guarantees were provided by BP International Ltd, Chevron Corporation, Eni BV, Sonangol EP and Total SA. Sumitomo Mitsui Banking Corporation Europe Ltd was involved as agent, offshore account bank and security trustee. Industrial and Commercial Bank of China Ltd acceded to the transaction shortly after the facility agreement was signed and prior to first drawdown.


16 May 2018

LAWYERS IN LONDON

726PARTNERS IN LONDON

172

CONTACT

Martin Scott+44 20 7283 [email protected]

Our London office delivers domestic and multi-jurisdictional legal services to corporates, financial institutions, governments and other public sector organizations. We excel across a range of legal practices, including corporate, M&A and securities; banking and finance; dispute resolution and litigation; real estate; antitrust and competition; tax; employment and labor; intellectual property; regulation and investigations; and risk advisory. We also advise on US law, and we have a world-leading Islamic finance practice. We are particularly well-known for our focus on industry sectors and are strong in financial institutions, including insurance; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare.

United Kingdom (London)

PRACTICE STRENGTHSAntitrust and competitionAsset and wealth managementBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEmployee benefits and executive compensationEnvironmental lawFinancial services and regulation

Insurance and reinsuranceIntellectual propertyIslamic financePensionsPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTaxWhite collar crime

SELECTED CLIENTSAIGBMWBNP ParibasBPCitiDeutsche BankExxonMobilHSBCMcLaren Technology GroupQBERio TintoStandard Chartered BankStenaVodafone


May 2018 17

CLIENT WORK IN THE UK

Central bank creates standard form repurchase agreement We advised a European central bank on the development of a standard form repurchase agreement for use by participants in its domestic market. This included advice on the way in which the repo markets operate globally and domestically, identifying the critical features of master agreements, and assisting with drafting the standard form repo agreement.

Stockdale advises on reverse acquisition of Trefoil HoldingsWe are advising Stockdale Securities Ltd as nominated adviser and joint broker on the reverse acquisition by Andes Energia plc (now known as Phoenix Global Resources plc) of Trefoil Holdings, the 99.99 percent shareholder in Petrolera El Trebol SA. Petrolera El Trebol is the operating company for the oil and gas exploration and production business of the Mercuria Energy Group in Argentina.

Citibank’s US$285m storage dispute in China settledWe acted for CBNA and CGML in commercial court proceedings for a dispute over financing transactions between CBNA/CGML and commodities trader Mercuria over the storage of metal in warehouses at the Chinese ports of Qingdao and Penglai. The dispute, which was settled, arose out of a suspected fraud by a Chinese trading company and employees of the port companies, and the subsequent lockdown of the ports by authorities. It is estimated that the banks’ exposure at the ports exceeded US$2bn. This was one of the most controversial trade finance cases of recent years, raising a large number of complex legal issues, including the interaction of contract law and the law of personal property. It also raised unresolved questions of sale of goods law, such as whether it is possible to contract out of delivery by attornment (where a third party holding goods recognizes the buyer as having the right to claim the goods).

US$3.1bn syndicated repo financing for Central Bank of EgyptWe represented a consortium of investment banks, including Deutsche Bank, Credit Suisse, HSBC, Citi, JP Morgan, Nomura and Natixis, on a syndicated repo financing of US$3.1bn to the Central Bank of Egypt. The transaction is a vote of confidence by the international market in Egypt’s economic reform program and the ongoing commitment to regulatory reform demonstrated by Egyptian authorities.

MARKET RECOGNITION

Property team of the yearBritish Legal Awards 2017

Tier 1 (UK-wide) Asset finance: aviation finance; shipping financeAviationCapital markets: AIM Commodities: derivatives and energy trading; trade financeEnergy and natural resources mining: (international); power; renewables and alternative energyInsurance: non-contentious

Chambers UK 2018

Corporate and commercial: flotations: small and mid-capFinance: asset finance and leasingFinance: emerging markets Finance: trade financeFinance: Islamic financeInsurance: corporate and regulatoryInsurance: insolvency and restructuring Investment fund formation and management: listed fundsProjects, energy and natural resources: infrastructure (including PFI and PPP)Projects, energy and natural resources: mining and minerals Projects, energy and natural resources: oil and gas Projects, energy and natural resources: power (including electricity, nuclear and renewables) Real estate: commercial property: development Real estate: commercial property: hotels and leisure Transport: railRisk advisory: Brexit Risk advisory: corporate governance Risk advisory: regulatory investigations and corporate crime

Legal 500 UK 2017


18 May 2018

Our Paris office is a major player in the French market and delivers a full range of legal services to local and international clients across a range of industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare. We practice French and English law and are strong in banking and finance, including asset finance; corporate, M&A and securities; securities regulation and enforcement; antitrust and competition; real estate; tax; and employment and labor. We assist public and private organizations and are able to draw upon multidisciplinary and cross-border resources to suit the legal requirements of each specific matter, advising in both French and English law. Since 1990, we have been particularly active in Francophone Africa. We are one of the key international practices in North Africa through our Casablanca office, acting on numerous energy, mining and infrastructure projects, both on behalf of sponsors and public and private lending institutions, in sub-Saharan French-speaking Africa.

France (Paris)

LAWYERS IN PARIS

126PARTNERS IN PARIS

20CONTACT

George Paterson+33 1 56 59 53 [email protected]

PRACTICE STRENGTHSAntitrust and competitionAsset financeBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigation

Employment and laborEnvironmental lawInsuranceProjectsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTaxTelecommunications

SELECTED CLIENTSAllianzAnaCapBarclaysBNP ParibasBourbon Crédit AgricoleEnergizerENGIEHSBCLatécoèreMacquarie

Mediawan MetLifeNatixisPfizerRocheSNC-LavalinSociété GénéraleTotal


May 2018 19

CLIENT WORK IN FRANCE

AnaCap buys business intelligence provider EllisphereWe advised European private equity firm AnaCap Financial Partners on its expansion in France by acquiring business intelligence provider Ellisphere from Natixis SA in April 2017. Our team has advised AnaCap on various transactions in Europe in recent years.

Natixis Energéco finances French biomass facilityWe advised Natixis Energéco on the project aspects of the Novillars biomass co-generation facility located in France, an example of a short-cycle circular economy project. Natixis Energéco led a banking pool comprising four banks, which provided senior bank debt financing for the project to build an €87m (US$105m) facility with a 20MW capacity and a thermal output of 23.5MW. Majority owned and developed by Akuo Energy, the facility will sell electricity to EDF over a 20-year period.

France’s first special purpose acquisition company listingWe advised French media company Mediawan and its founders on all legal aspects of the first listing of a special purpose acquisition company in France. This has been incorporated as a ‘société anonyme’ under French law by its three founders. Mediawan has been seeking a major acquisition in both traditional and European digital media and entertainment. The offering will consist of an international private placement of €250m (US$296m), which may increase to as much as €300m (US$355m) if the extension clause is exercised in full, and a listing on the professional segment of Euronext Paris. Once complete, the founders will hold approximately 20 percent of the capital and the voting rights of the company.

Seven banks in major €750m rail financing for SNCFWe advised ABN Amro Bank NV, Crédit Agricole Corporate and Investment Bank, Crédit Industriel et Commercial, HSH Nordbank AG, ING Bank, a branch of ING-DIBA AG, KfW IPEX Bank GmbH and La Banque Postale Crédit Entreprises on a €750m (US$888m) loan to refinance existing locomotives and to buy new locomotives from its Akiem Holding subsidiary. The financing was part of the sale of 50 percent of Akiem to a fund owned by Deutsche Asset & Wealth Management Infrastructure.

MARKET RECOGNITION

Tier 1Corporate compliance and investigationTransportation:Aviation financeShipping finance

Chambers Europe – France 2017, 2016

Aviation financeShipping finance

Legal 500 EMEA – France 2017

International law firm of the year Gold trophy – Capital markets;project financeSilver trophy – Compliance

Le Monde du Droit – Palmarès des Avocats 2017


20 May 2018

LAWYERS IN GERMANY

130PARTNERS IN GERMANY

40CONTACT

Munich Maren Stölting+49 89 212148 [email protected]

FrankfurtDaniel Marschollek+49 69 505096 [email protected]

HamburgKlaus von Gierke+49 40 970799 [email protected]

Germany is at the heart of Europe with a powerful industrial legacy and one of the world’s strongest economies and financial centers. Our offices in Frankfurt, Hamburg and Munich provide a full range of legal services to national and international clients, including corporates, credit institutions, private equity houses, as well as German SMEs. We advise clients from all over the world doing business in Germany and elsewhere in Europe. We practice German and English law and are able to draw upon the international practice’s capabilities to provide advice on both domestic and cross-border transactions, projects and disputes.

Germany (Frankfurt, Hamburg and Munich)

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyCapital markets Corporate, M&A and securitiesDispute resolution and litigationEmployment and laborFinancial services and regulationInsuranceIntellectual propertyPrivate equity and venture capitalReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSABN Amro AIGApcoaBanco SantanderBayern LB Berenberg BankBMWCorpus SireoCrédit Agricole Credit SuisseDaiichi Sankyo Deutsche Bank DZ BankFederal Ministry of Transport and Digital Infrastructure Friends ProvidentHSBCHSH Nordbank Morgan Stanley Oddo Seydler Bank Société Générale UniCredit


May 2018 21

CLIENT WORK IN GERMANY

Wüstenrot is first listed insurer to buy InsureTech startupWe advised German financial services group Wüstenrot & Württembergische AG on the acquisition of a 75 percent share in Munich-based FinTech company Treefin AG, the first takeover of an InsureTech startup by a listed insurance company in Germany. Treefin’s app is designed to help customers identify optimal financial services and cut costs.

Taaleri invests in Germany’s geothermal energy marketWe acted for Finnish financial services provider Taaleri on its investment in Germany’s largest geothermal power plant. To be built south of Munich by 2020, the plant will operate from five wells pumping water from a depth of approximately 4km using thermal energy from hot water. It is expected to generate some 30MW, equivalent to the power consumption of 50,000 households.

Redefine sells €160m German office real estate portfolio Our Frankfurt, Munich and Hamburg teams assisted Redefine International Plc, a UK real estate investment trust, with the transactional and tax aspects of its €160m (US$190m) German office portfolio sale, as well as with the sale’s complex pre-structuring. The properties, comprising 45,000 square meters of real estate, were held through a joint venture between Redefine and Menora Mivtachim Group, an Israeli pension fund.

Paragon sells stake in Voltabox unit through IPOWe advised Paragon AG on the sale of 40 percent of its battery systems manufacturing subsidiary Voltabox AG through an initial public offering (IPO) on the Frankfurt Stock Exchange in 2017 and through private placements in other countries. Bankhaus Lampe AG was sole global coordinator and Hauck & Aufhäuser Privatbankiers AG were joint bookrunners.

AnaCap buys stake in e-commerce provider Heidelberger We advised private equity firm AnaCap Financial Partners on the acquisition of a majority stake in online payment company Heidelberger Payment GmbH, subject to regulatory approval.

MARKET RECOGNITION

Tier 1 Transportation: rail & aviation asset finance

Chambers Europe – Germany 2017, 2016

Europe offshore wind awardIJ Global 2017

“Outstanding client focus and service level”Legal 500 EMEA – Germany 2017


22 May 2018

Reflecting the Netherlands’ position as a European hub for many multinational corporations, our office in Amsterdam provides a broad corporate and commercial service to international and domestic corporates, financial institutions, private equity firms, investment funds and governmental organizations. We are particularly strong in project financing, dispute resolution and cross-border transactions in the financial institutions, transport and energy sectors. Our Amsterdam office comprises more than 50 Dutch- and English-qualified lawyers, including civil law notaries, and has the resources to lead and manage large, complex transactions and projects both domestically in the Netherlands and internationally. Our ability to develop progressive and innovative structures and techniques for our clients also drives our strong reputation across our key industry sectors.

The Netherlands (Amsterdam)

LAWYERS IN AMSTERDAM

50PARTNERS IN AMSTERDAM

15CONTACT

Daphne Broerse+31 20 462 [email protected]

PRACTICE STRENGTHSBanking and financeBankruptcy, financial restructuring and insolvencyCapital markets Civil law notarial servicesCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnvironmental lawFinancial services and regulation

Food and agribusinessInfrastructureInsurancePrivate equity and venture capitalPublic-private partnerships Real estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSABN AMRO ACE GroupAIG EuropeBank of AmericaBMWBooking.comCME Group Dong EnergyDP WorldEmerald Kalama Chemical HeijmansICTSIIntercontinental Hotels Group LyondellBasellNorthern Trust Rabobank Reckitt Benckiser RWESociété Générale


May 2018 23

CLIENT WORK IN NETHERLANDS

€700m PPP to replace dyke at Afsluitdijk causewayWe advised the lenders to a €700m (US$830m) public-private partnership at the Afsluitdijk causeway to strengthen an 80-year-old 32km dyke running from Friesland to North Holland. The project includes the lock complexes at Den Oever and Kornwerderzand. The concession holder will also be responsible for building two new locks, installing pumps at Den Oever, and other related work. The existing structure does not meet modern standards of flood protection according to the Dutch government procurement agency Rijkswaterstaat. The concession covers design, build, financing and maintenance for a period of 25 years. Construction is expected to be complete in 2022.

AIG Europe on W&I insurance worth up to €700mOur corporate and tax teams are preferred supplier to AIG for the underwriting process of their warranty and indemnity (W&I) insurance policies. We advise on buy-side as well as on sell-side. Our insurance team provides the required assistance in relation to policy wording, Dutch insurance law and claims under W&I policies. The value of the W&I transactions on which we have assisted on generally range from approximately €150m (US$178m) up to €700m (US$830m).

RWE’s 1600MW coal-fired power plant in the NetherlandsWe advised German utility company RWE on all permits, licenses and contracts required for the installation of a 1600MW coal-fired power plant in the Netherlands (Eemshaven, Groningen). We represented RWE during pre-judicial proceedings before the European Court of Justice and during multiple court proceedings before the Dutch Administrative Supreme Court. We obtained ground-breaking case law on issues relating to national emission ceilings and nature protection legislation.

Building trusted advisor status with LyondellBasell IndustriesWe are acting as Dutch counsel to LyondellBasell Industries, a public multinational chemicals company incorporated in the Netherlands, with US operations headquartered in Houston, Texas, and global operations in London, UK, advising on an ongoing basis on issues ranging from real estate to employment, tax-related matters and data protection in the Netherlands and throughout Europe.

MARKET RECOGNITION

Tier 1 Project finance and PFI

Legal 500 EMEA – Netherlands 2017

Environment and planning

Legal 500 EMEA – Netherlands 2017

“Norton Rose Fulbright is much more execution-driven than other firms I have worked with. They raise the present, significant issues that really need attention.” (Corporate M&A)

Chambers Europe – Netherlands 2017


24 May 2018

Established in 2000, our Milan office provides a wide range of transactional and regulatory advice to national and multinational corporations, banks and financial institutions, insurance companies and private equity funds, as well as entrepreneurs across many sectors. We also represent clients in domestic and international disputes. We have dedicated teams in banking and finance, corporate and M&A, dispute resolution and litigation, and employment law. Our lawyers in Milan are well-known for their pragmatic, commercial and business-oriented style, as well as specific industry knowledge. We have Italian- and English law-qualified lawyers based in Milan who deliver Italian, pan-European and global legal advisory services.

Italy (Milan)

LAWYERS IN ITALY

17PARTNERS IN ITALY

5CONTACT

Attilio Pavone +39 02 8635 [email protected]

PRACTICE STRENGTHSBanking and financeBankruptcy, financial restructuring and insolvency Construction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyFinancial services and regulationFood and agribusinessInfrastructureInsuranceProjects Real estateRenewablesSecurities litigation, regulation and enforcementStructured trade and commodity finance

SELECTED CLIENTSAIGAssicurazioni Generali AXABanco Santander BNP ParibasCrédit Agricole Deutsche Bank EIBEnelIntesa SanpaoloKoch IndustriesLyondellBasell

MacquarieMarkelPernigottiRoofoodsSACESociété Générale Swiss ReSynlabTages CapitalUBI BancaUniCreditXL CatlinZurich Insurance


May 2018 25

CLIENT WORK IN ITALY

Investors exit Enel renewables portfolio in US$1.35bn saleOur teams in Milan, Mexico, New York and London advised Enel Green Power SpA on an agreement with investors on the US$1.35bn to sell 80 percent of a renewables portfolio in Mexico, which Enel will operate. The investors exiting the portfolio are Caisse de depot et placement du Québec and the Mexican pension fund investment vehicle CKD Infraestructura México SA. The portfolio consists of 1.7 GW of solar, wind and hydroelectric projects, some of which are under construction. They will be owned by a newly formed Mexican holding company (Holdco). We assisted Enel Green Power with structuring the sale as a ‘build, sale and operate’ contract as our client accelerates its growth in the Mexican renewables sector. The transaction is subject to approval by the Mexican antitrust authorities.

Insurance cover for directors and auditors of bankrupt SNIA We advised Lloyd’s market as insurer of former directors and auditors of bankrupted SNIA SpA on professional liability for numerous issues, including an environmental disaster caused by the group’s production sites. The receiver of SNIA and two of its subsidiaries initiated proceedings before different courts against former directors and auditors. The case involved over 60 parties, including the Ministry of Environment and the Ministry of Economic Development. Markel was called in to all pieces of litigation by the defendants in its capacity as directors and officers insurer.

Tages in €360m refinancing 101MW solar portfolio in ItalyWe advised real estate investment fund Tages Helios on the €360m (US$422m) refinancing of a 101MW solar portfolio in Italy. Owned through eight special purpose vehicles, the portfolio of nine solar parks includes a 70MW plant in Rovigo, one of the country’s largest, a 20MW plant in the Campania region and seven smaller parks in Lazio, Puglia and Sicily. The refinancing was provided by a consortium of banks, including Banca IMI, BNP Paribas, UniCredit, Natixis, Banco Santander, Banca Popolare di Milano, Cassa depositi e prestiti and Société Générale. Tages will use the funds to repay existing debt and to finance other projects.

Macquarie, Renvico acquire and refinance 29.7MW wind farm We advised Macquarie European Infrastructure Fund 4 and Renvico Italy Srl on the acquisition and refinancing of a 29.7MW wind farm located in Matera (Basilicata region) from Italian renewable energy company Asja Ambiente SpA. The Matera wind farm has been in operation since 2015 and features nine Vestas V117 wind turbines, with a nominal power rating of 3.3MW each. It was the first wind energy project in Italy to deploy this type of aero-generator.

MARKET RECOGNITION

Tier 1 InsuranceShipping: finance

Chambers Europe – Italy 2017, 2016

Energy team of the year Le Fonti Awards 2017


26 May 2018

We have been established in Greece since 1990 and have one of the leading legal practices in banking and finance (including shipping finance, project finance, and structured finance), corporate, M&A and securities, financial regulation, energy, and dispute resolution and litigation, as recognized by market commentators. Our team comprises Greek- and English-qualified lawyers based in Athens and Piraeus, who advise on Greek, English, European and international law. Our clients include Greek and multinational corporations, particularly in the financial institutions, insurance, shipping, renewable energy and real estate sectors, as well as governmental organizations and the Hellenic Republic. We have worked on some of Greece’s most prominent transactions and have a strong record in advising Greek companies raising funds externally, and multinational corporations investing into Greece. We are one of the few Greek practices with an office in Monaco.

Greece (Athens and Piraeus)

LAWYERS IN GREECE

36PARTNERS IN GREECE

7

PRACTICE STRENGTHSBanking and financeCapital markets Corporate, M&A and securitiesDispute resolution and litigationFinancial services and regulationProjectsPublic-private partnershipsRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShipping

CONTACT

Dimitri Sofianopoulos+30 210 94 75 [email protected]

Norton Rose Fulbright Greece is the trading name of Norton Rose Fulbright, Sofianopoulos, Tsohou, Cheilas, Kelly, Koroxenidis, Assimakis, Liberopoulos and Partners Law Firm

SELECTED CLIENTS

Alpha BankAvin InternationalBNP ParibasCitiCostamare Partners LP Credit SuisseEDF Energies Nouvelles Emirates Telecommunications EurobankHellenic Financial Stability Fund

Hellenic Republic Asset Development FundJefferiesLatsco Shipping Morgan Stanley National Bank of Greece Piraeus BankPublic Power Corporation Group Safe Bulkers Inc Société Générale


May 2018 27

CLIENT WORK IN GREECE

EBRD in first renewables financing for Lykovouni wind farmWe advised the European Bank for Reconstruction and Development (EBRD) on its first project finance transaction in the Greek renewable energy sector, the limited recourse financing for development, construction and operation of a greenfield wind project. The project will be developed, built and operated by Volterra, a renewable energy subsidiary of Greek construction group J&P-Avax, in Viotia, Greece. Our advice included drafting and negotiation of all finance and security documents (Greek- and English-law-governed), negotiating the main project agreements and due diligence.

China’s State Grid buys stake in Greek power grid operatorWe advised the Hellenic Republic on restructuring ownership of Greek power grid operator ADMIE Holding, maintaining state control of Greek electricity transmission while raising €327.6m (US$385m) through the sale of a 24 percent stake to the State Grid Corporation of China. ADMIE’s owner – Greece’s vertically integrated power generation and electricity supply company the Public Power Corporation (PPC) – sold a further 25 percent stake of ADMIE to state-owned special purpose vehicle DES ADMIE for €295.6m (US$347m), while the remaining 51 percent of shares were sold to a special purpose vehicle owned by PPC’s shareholders. The transaction included the capitalization of ADMIE reserves amounting to €131m (US$154m), distributed to PPC through a subsequent decrease in ADMIE share capital.

We assisted the Hellenic Republic in structuring this complex multi-stage transaction, negotiating with the European Commission, acting on behalf of the European Stability Mechanism, as well as the European Central Bank and the International Monetary Fund, which are involved in the Greek support program. We also assisted in drafting legislation to implement the transaction structure and subsequent amendments to the law, and a range of matters throughout the process, including the shareholders’ agreement with State Grid and obtaining all necessary approvals from EU and national authorities. The transaction closed on June 20, 2017.

Citigroup provides US$1.4bn K-Sure-backed facility for LNGWe advised Citigroup as agent on a US$1.4bn loan to entities of Angelicoussis Shipping Group Ltd to part-finance the acquisition of eight new-build LNG carriers ordered at Hyundai Samho Heavy Industries and Daewoo Shipbuilding & Marine Engineering. The financing was supported by Korean export credit agency Korea Trade Insurance Corporation (K-Sure).

MARKET RECOGNITION

Tier 1 EnergyProjects and privatizationShipping financeShipping litigation

Legal 500 EMEA – Greece 2017

EnergyShipping: finance (international firms)

Chambers Europe 2016, 2017


28 May 2018

Brussels is the antitrust and regulatory heart of Europe. Our Brussels practice reflects this and is a key part of our global antitrust and competition group, providing a one-stop legal service for merger filings and clearances, and national and cross-border investigations into anti-competitive practices, including cartel activity, and civil litigation (including class and group actions). We work with companies and government organizations from around the world and our multinational team means that we can coordinate advice across all EU countries including Austria, Belgium, the Czech Republic, Denmark, France, Germany, Greece, Italy, Poland, Spain, the Netherlands and the UK, as well as with the European Commission itself. Our working languages are English, Dutch, French, German, Italian and Spanish. We offer our clients a strategic understanding of the underlying policies which shape regulators’ approaches and of the sensitivities involved in dealing with antitrust and competition authorities. We also advise on wider EU, WTO and trade law issues.

Belgium (Brussels)

LAWYERS IN BRUSSELS

11PARTNERS IN BRUSSELS

3CONTACT

Christian Filippitsch +32 2 237 61 [email protected]

Jay Modrall+32 2 237 61 [email protected]

Michael Jürgen Werner+32 2 237 61 [email protected]

PRACTICE STRENGTHSAntitrust and competitionCapital marketsClass actionsCorporate, M&A and securitiesDispute resolution and litigationGovernment relations and public policyIntellectual propertyPublic and government financePublic-private partnerships Regulation and investigationsRisk advisorySecurities litigation, regulation and enforcementWTO and international trade

SELECTED CLIENTSBalfour BeattyBombardierBNP ParibasBPCarlsbergDeltaEasyJetG4SGSK HSBC

Louis DreyfusMarubeniMorgan StanleyPwCReckitt BenckiserRofin-SinarRWEStenaVodafone


May 2018 29

CLIENT WORK IN BELGIUM

European Commission investigates interbank benchmarkWe are advising a major financial institution (one of the non-settling parties) on the European Commission’s ground-breaking investigation into the fixing of Euribor, the interbank lending benchmark. This case, a priority for the European Commission, is extremely complex, raising novel procedural issues through the use of a hybrid settlement procedure.

EU rules smart card chip makers acted as a cartelWe are advising a FTSE-100 company on follow-on damages claims after the European Commission ruled that it, and a number of other smart card chip companies, acted as a cartel in breach of EU regulations. The claim was issued in the High Court in London and is based on competition law infringements by the smart card chip companies involved. The High Court and the EU ruled that the companies colluded through bilateral contacts that took place in the period between September 2003 and September 2005.

Delta seeks antitrust advice for airline joint ventureWe are advising Delta on a transaction which will merge its joint ventures with (i) Air France-KLM/Alitalia and (ii) Virgin Atlantic through Air France-KLM acquiring Virgin Group’s 31 percent stake in Virgin Atlantic; Virgin Atlantic joining the Air France-KLM/Delta joint venture; and Delta and China Eastern each acquiring a 10 percent stake in Air France-KLM. Previously, we advised Delta on its joint venture with Air France-KLM/Alitalia and on obtaining merger control clearance for its acquisition of a 49 percent stake in Virgin Atlantic.

Merger clearance for complex laser markets dealWe advised Rofin-Sinar, a leading manufacturer of laser sources and systems, on EU antitrust aspects of its acquisition by Coherent, which led to a divestiture of Rofin-Sinar’s low-power laser source and systems businesses. This case involved the European Commission’s first detailed investigation into the markets for laser sources and systems, and included close coordination with our Washington, DC office.

Marubeni seeks state aid advice over Croatian power plantWe are assisting Marubeni Corporation with competition and state aid issues arising from the construction and financing of a coal-fired power plant in Croatia.

MARKET RECOGNITION

Top 15Global Competition Review Global Elite 2017


30 May 2018

LuxembourgOur Luxembourg office is particularly strong in investment funds, real estate, banking and finance, mainstream corporate, M&A, commercial and cross-border tax planning. Our lawyers also work closely with our EU investigations and risk advisory teams. In addition to growing links with China and other Asian jurisdictions, Luxembourg has strong historical links with neighboring Germany and well-established connections to Canada, the US and Russia.

LAWYERS IN LUXEMBOURG

11PARTNERS IN LUXEMBOURG

3CONTACT

Stéphane Braun+352 28 57 39 [email protected]

PRACTICE STRENGTHSAsset financeBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securitiesFinancial services and regulationInvestment fundsPrivate equity and venture capitalReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAugur Capital AdvisorsBerenberg RegulatoryCapita Asset ServicesCorsairDORICInRegJargonnant PartnersKulczyk InvestmentsPear LuxembourgTolomeo CapitalTrustmooreTTR Luxembourg SATVM Capiti DubaiVFCVP BankZ-Marine


May 2018 31

CLIENT WORK IN LUXEMBOURG

US$3.1bn deal leads to pharmaceutical consolidationWe advised an international pharmaceutical company on its acquisition of another pharmaceutical organization through a US$3.1bn credit agreement and by issuing high-yield notes.

Russian beverages companies in aircraft financingWe assisted a group of alcoholic beverage producers and distributors based in Russia with a framework to finance an aircraft in relation to successive changes of aircraft operators.

Investment fund secures loan for Verbaudet Cyrillus purchaseWe acted for a French financial group as arranger on a French bank syndicate for a €63m (US$75m) facility to a European investment fund for the purpose of acquiring the Verbaudet Cyrillus group, a European children’s clothing designer and distributor.

European online brokerage sets up securitization companyWe acted for a European brokerage house specializing in online trading technology in setting up a non-regulated Luxembourg securitization company which plans to securitize a portfolio of financial instruments, including shares and government/commercial bonds.

Crédit Mutuel Arkéa acquires Keytrade BankWe advised Crédit Mutuel Arkéa on its acquisition of Keytrade Bank, an online banking operator active in Belgium, Luxembourg and Switzerland. We assisted with due diligence, liaison with the Luxembourg regulator on change of control and governance, as well as the acquisition agreement and cross-border post-acquisition advice.

MARKET RECOGNITION

“very proactive, responsive.” Chambers Europe 2017


32 May 2018

Our office in the Principality of Monaco advises primarily on banking and finance; shipping; tax and real estate matters. We practice international law, including English law. Our clients include leading corporates and financial institutions, and we have particularly strong links with our shipping practice in Greece.

Monaco

LAWYERS IN MONACO

1PARTNERS IN MONACO

1CONTACT

Dimitri Sofianopoulos+30 210 94 75 [email protected]

PRACTICE STRENGTHSBanking and financeBanksSecuritiesShipping

SELECTED CLIENTSCostamare Partners LPLatsco ShippingSafe Bulkers Inc


May 2018 33

CLIENT WORK IN MONACO

Bank of Japan seeks advice on Monaco’s banking lawsWe assisted Bank of Japan in obtaining advice from a Monaco law firm on Monaco’s banking laws and regulations.

Latsco Shipping secures financing for newbuilding ordersWe assisted Latsco Shipping Ltd with newbuilding orders and their financing from ING Bank NV, DVB Bank SE, Credit Suisse AG and HSBC Bank plc in loan agreements aggregating US$400m. Latsco Shipping Ltd is headquartered in Monaco.

Sonangol Shipping explores establishing Monaco baseWe advised Sonangol Shipping Holding Ltd on the legal aspects of setting up a business in Monaco. We have advised Sonangal for more than 30 years on areas including financing for general corporate purposes and for specific projects, and on joint ventures, crude oil supply contracts, shipping and aircraft-related matters, oil price hedging contracts and employment issues.

Overseas Development buys Global Express stockWe advised a leading European bank, acting through its Monaco branch, on financing the acquisition of the shares of capital stock of Global Express group of companies by Overseas Development Group. The European bank provided a loan to Overseas Development, a company incorporated under the laws of the Kingdom of Bahrain.


34 May 2018

Turkey (Istanbul)

Our Istanbul office draws on the firm’s established Turkey practice to counsel clients in mergers and acquisitions, private equity, privatization, capital markets, corporate finance, project finance and securities. Our Istanbul lawyers have significant experience in a variety of sectors, including banking, financial services, telecommunications, energy, real estate, consumer goods, natural resources and construction. Our Istanbul-based professionals are fluent in Turkish and English. Through our professional association with Bilgiç Attorney Partnership, we provide clients with Turkish legal advice.

LAWYERS IN ISTANBUL

6PARTNERS IN ISTANBUL

3CONTACT

Ayse YükselIstanbul: +90 212 408 1047New York: +1 212 386 [email protected]

PRACTICE STRENGTHSAcquisition finance and corporate lendingBanking and financeCapital marketsCorporate, M&A and securitiesEnergyPrivate equity and venture capitalProjects Real estateSecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAkbankAkleaseAnatolia EnergyAzerbaijan National Oil CompanyBankasi TürkCoca-Cola İçecekCredit Agricole YatırımEBRDGenel Energy InternationalHalkbankINGIS InvestmentKEXIMKoç Holding ASSabanci Holding ASStandard Ünlü MenkulDeğerlerTorunlarTurkcellValeura EnergyZorlu Enerji


May 2018 35

CLIENT WORK IN ISTANBUL

Westinghouse Electric explores US$25bn nuclear facilityOur Istanbul, London and Beijing teams are advising Westinghouse Electric Company & State Nuclear Power Technology Corporation on the potential development of a US$25bn nuclear power project in Turkey. In a country which currently has no nuclear power capacity, this is one of three nuclear deals under discussion.

MTCTR, AVEA secure loans to expand in telecomsWe are active in the telecoms sector. We have advised MTCTR Memorex Telekomünikasyon Sanayi Ve Ticaret Ltd Şirketi on a US$50m term loan from EBRD to invest in the SEA-ME-WE 5 broadband fiber optic submarine cable. We also assisted AVEA Iletişim Hizmetleri AŞ on a €100m term loan facility from UniCredit Bank Austria AG, BNP Paribas Fortis SA/NV and Raiffeisen Bank International AG and supported by Finnvera Plc, the export credit agency of Finland, for our client to buy equipment and services subsidiaries from Nokia.

Türk Telekomünikasyon invests in telecoms expansionWe advised the Türk Telekomünikasyon Anonim Şirketi Group on a series of financing deals as part of its strategic expansion in the Turkish telecoms sector. We assisted Türk Telekomünikasyon with a US$150m term loan facility from ING Capital LLC and Mizuho Bank Ltd and supported by Export Development Canada, the export credit agency’s first guaranteed investment into a Turkish corporate, to buy equipment and services subsidiaries from Alcatel and Cisco; and a US$100m term loan from European Bank for Reconstruction and Development (EBRD) for our client to expand its 4.5G mobile broadband network in Turkey.

SMBC establishes Pegasus Airlines using JOLCOWe advised SMBC on establishing Pegasus Airlines on the back of one Japanese operating lease with call option (JOLCO) and two finance leases in respect of three Airbus A320neo aircraft. This was an important transaction for both SMBC and Pegasus and closed in short order to meet Pegasus’ delivery schedule with Airbus. We were instructed to provide general strategic advice on both transaction structures, to negotiate and draft documentation and to advise on all matters of English law. We also acted as lead transaction counsel for SMBC and were responsible for coordinating with Turkish and Japanese counsel to ensure SMBC’s interests in the aircraft were properly protected.

MARKET RECOGNITION

Islamic capital markets deal of the year(AlBaraka Turk US$250m Basel 3-compliant Sukuk due 2025)

GFC Media Group’s Bonds & Loans Awards 2017

M&A acquisition finance deal of the year(Çanakci HES Elektrik Üretim power plant (Crescent Capital)

GFC Media Group’s Bonds & Loans Awards 2017


36 May 2018

Our Moscow team advises a range of international clients on cross-border transactions with Russian corporates, financial investment funds and multinational funding agencies, particularly in the oil and gas, metals and mining, and financial sectors. We offer a full business law service across a number of practice areas, including construction; corporate; banking and finance; dispute resolution and litigation; M&A; real estate; and risk advisory. We are also strong in financial institutions, transport, technology, and life sciences and healthcare. Our Moscow-based lawyers are qualified in Russia, the UK, the US and Australia. They offer advice in a variety of languages, including Russian, English, German, French, Swedish, Azeri, Turkish, Czech, Polish, Ukrainian, Greek, Spanish, Italian and Norwegian.

Russia (Moscow)

LAWYERS IN MOSCOW

36PARTNERS IN MOSCOW

9CONTACT

Anatoly Andriash+7 499 924 [email protected]

Valentina Gluhovskaya+7 499 924 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securitiesConstruction and engineeringDispute resolution and litigationEmployment and laborInsurance

Intellectual propertyInternational arbitrationProjectsPublic-private partnershipsReal estateRegulationRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAirBridgeCargo AirlinesAmsterdam Trade BankAstrakhan Oil Corporation LtdBarrick Gold CorporationBNP ParibasBPChevronCIBCitiCrédit AgricoleGazpromGazprom NeftHOPU Investment

HSBCING GroupInter RAOJilin HOROC Kipros Munich RE Rio Tinto Rosatom Rosbank (Société Générale)S7 GroupSOCARTogliattiAzot UniCredit


May 2018 37

CLIENT WORK IN RUSSIA

Chinese consortium buys US$1.3bn stake in PJSC PolyusOur Moscow and Hong Kong offices advised a Chinese consortium led by Fosun International on the acquisition of a 10 percent stake in PJSC Polyus, Russia’s largest gold producer and a top 10 gold producer globally for US1.3bn. The transaction includes an option to acquire a further 5 percent stake.

BP establishes upstream oil and gas exploration ventureOur Moscow, London, Hong Kong and Brussels offices advised BP Exploration Operating Company Ltd on the creation of its Yermak joint venture with a major Russian oil and gas company to explore and develop areas of mutual interest in the Yenisey-Khatanga basin and the North- West Margin of Siberia, Russia. Our work included advice on sanctions and merger control issues. The deal, in which BP will invest US$300m for a 49 percent stake in Yermak, with its partner holding the remainder, underscores the confidence of major oil companies like BP in oil discovery in Russia.

Horizon Investments sells its interest in Pulkovo AirportOur Moscow and London lawyers advised Horizon Investments, part of the Copelouzos Group, on the sale (together with Russian investment bank VTB Capital and airport operator Fraport AG) of a combined 24.99 percent stake in Northern Capital Gateway, which is licensed to operate Pulkovo Airport in St Petersburg. The deal, which included advice on sanctions and finance aspects, also involved a pre-sale equity restructuring.

RUB700m ICC award in favor of Russian EPC companyOur Moscow and London lawyers won a RUB700m (US$12.6m) award in favor of a Russian engineering procurement and construction company (EPC). The dispute arose when a sub contract related to a project to modernize an oil refinery in the Russian Far East was terminated by a Spanish general contractor due to alleged breaches by our client. The dispute was governed by Swiss law and the arbitration was conducted under the ICC arbitration rules in Geneva. The tribunal agreed with our submissions that the general contractor was not entitled to terminate the subcontract for our client’s alleged default. The majority also concurred with our construction of certain payments under the subcontract, which increased the amount awarded to the client by nearly 50 percent.

MARKET RECOGNITION

Tier 1 Energy and natural resources: mining

Chambers Europe – Russia 2011-2017

Energy and natural resources

Legal 500 EMEA – Russia 2013-2017

Energy and natural resources

Pravo. RU-300, 2017, 2016

Mining law firm of the yearBest Lawyers in Russia 2017-2018


38 May 2018

Our Warsaw team advises a range of global financial institutions and corporates, as well as major Polish companies and governmental organizations. We draw upon our European and global capabilities to offer our clients a full business law service. We provide Polish and international advice on banking and finance; corporate (including M&A and securities); real estate; construction; and regulation and investigations. We work across a range of key industry sectors and are particularly strong in the areas of energy and natural resources, and financial institutions.

Poland (Warsaw)

LAWYERS IN WARSAW

26PARTNERS IN WARSAW

4CONTACT

Piotr Strawa+48 22 581 [email protected]

PRACTICE STRENGTHSAntitrust and competition Banking and financeBankruptcy, financial restructuring and insolvencyCapital marketsConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigation Employment and laborInsuranceLife sciencesPrivate equity and venture capitalProjectsReal estateRegulation and investigations Risk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAbris Capital PartnersBank Zachodni WBK (Santander)BayerBGŻCathay Pacific AirlinesCEE Equity PartnersDeutsche BankEBRDEDFEnergyCapEnergizer Fortum GDF HSBCHydro Aluminium

IMI Impax Asset ManagementINGJakob StiefelKeppel SeghersLantmännenLear CorporationLOT Polish AirlinesmBank (Commerzbank)NestléPGEPGNiGPKO Bank Polski RBSSNC-LavalinTAURON Polska Energia


May 2018 39

CLIENT WORK IN POLAND

Abris Capital sells NOVAGO waste fuel unit to ChinaWe advised private equity company Abris Capital Partners on the €123m (US$146m) sale of NOVAGO, a municipal waste management and waste-to-energy producer, to China Everbright International Ltd. At the time, this was one of the largest Chinese direct investments in Poland and the largest Chinese acquisition in the environmental protection industry in Central and Eastern Europe.

Hines acquires NBGI Private Equity’s logistics portfolioWe advised ING Bank, a branch of ING-DIBA AG, on a loan facility made available to Hines Poland Sustainable Income Fund to acquire a logistics portfolio in Poland from NBGI Private Equity, which accounts for a total of 126,289 square meters. The portfolio includes logistics parks in Toruń, Mysłowice, Legnica, Garwolin and Grodzisk Mazowiecki. The exclusive tenants of the facilities are Cereal Partners Worldwide, Intermarche, Faurecia Automotive, Avon and Gefco respectively. The portfolio is managed on behalf of Hines Poland Sustainable Income Fund by Hines Polska.

Cyfrowy Polsat and Polkomtel in landmark €3bn refinancingWe used our experience as counsel to arrangers and sponsors in telecoms finance globally to advise PKO Bank Polski SA on a €3bn (approximately PLN12.5bn) complex landmark refinancing of Polish digital satellite platform Cyfrowy Polsat SA and mobile phone operator Polkomtel sp zoo within a tight time frame. The other banks involved in the transaction were Bank Zachodni WBK SA, ING, Śląski SA and Société Générale.

NDI Group sells NDI Autostrada to Arcus Infrastructure We advised NDI SA Group and Transport Infrastructure Investment Company Sarl on the sale to Arcus Infrastructure Partners of NDI Autostrada sp zoo, which holds 25 percent of Gdańsk Transport Company SA, an SPV which built and operates the northern section of the AmberOne A1 motorway in Poland. We also advised on the pre-emptive right to acquire 30 percent and 29.7 percent of shares in Gdańsk Transport Company SA from, respectively, Skanska S.A. and John Laing.

MARKET RECOGNITION

Tier 1 Energy and natural resources

Legal 500 EMEA – Poland 2014-2017

Private Equity

Legal 500 EMEA – Poland 2017

Energy: project finance

IFLR 1000 – Poland 2015-2017

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40 May 2018

United States overview

CONTACT

Daryl Lansdale+1 210 224 5575 +1 713 651 [email protected]

OFFICES AustinDallasDenverHoustonLos AngelesMinneapolisNew YorkSt LouisSan Antonio San FranciscoWashington, DC

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency BanksClass actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawGovernment regulations and public policyHealthcare

InfrastructureIntellectual propertyLife sciencesPower and utilitiesProduct liabilityProjectsPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

We are one of the largest law firms in the US, with approximately 1000 lawyers across 11 locations, coast to coast, including New York, Washington, DC, Houston and San Francisco. We represent many of the world’s preeminent corporations in matters ranging from litigation to intellectual property and regulatory investigations. Clients benefit from our depth and breadth of experience in key industry sectors, including financial institutions, energy, infrastructure, mining and commodities, technology and innovation, and life sciences and healthcare.

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Global coverage – United States

May 2018 41

MARKET RECOGNITION

Tier 1 Projects: LNGProjects: renewables and alternative energy

Chambers USA – Nationwide 2017, 2016

Energy: oil & gasInfrastructure

IFLR1000, 2018

(National)AppellateBankruptcy, financial restructuring and insolvencyCommercial litigation CopyrightCorporateEnergyEnvironmentalEquipment finance HealthcareInsuranceLitigation (antitrust, bankruptcy, environmental, ERISA, intellectual property, patent)Mass tort litigation/class actions – defendantsM&ANatural resources Oil & gasPatentProjectsPublic financeReal estateSecurities/capital markets TaxTechnologyTrademarkTransportation Trusts & estatesVenture capital

US News & World Report Best Law Firms 2018

CLIENT WORK IN US

Tesco Corporation combines with Nabors IndustriesA cross-border team led by our US offices represented Tesco Corporation in its stock-for-stock combination with Nabors Industries Ltd executed by the parties on August 13, 2017. The transaction creates a leading rig equipment, tubular services and drilling automation provider and accelerates development and adoption of rig-automation technology. The transaction closed in the fourth quarter of 2017.

US$2.3bn financing for Southland repowering projectWe assisted a consortium of lenders on an approximately US$2.3bn financing for the 194MW Southland repowering project in Southern California sponsored by the AES Corporation: approximately US$1.48bn in senior secured notes due in 2040; a US$492m senior secured term loan due in 2027; and a US$300m senior secured letter of credit facility. The consortium of lenders included 19 banks and 52 note purchasers. The Southland repowering project is the largest non-recourse financing for a battery-based energy storage project, to date, and one of the largest recent financings involving both a significant bank and bond tranche.

Favorable verdict for ExxonMobil in 8-figure indemnity suitOur commercial disputes team prevailed in a jury trial for ExxonMobil in an eight-figure indemnity suit concerning alleged environmental contamination. The jury determined that the defendants – a Fort Worth energy company and its principals – are obligated to indemnify ExxonMobil for two eight-figure settlements. The lawsuit arose from two Louisiana lawsuits in which landowners sought more than $5bn in damages from ExxonMobil to remediate alleged contamination. Pursuant to a 1994 contract, ExxonMobil requested that the defendants indemnify ExxonMobil against the Louisiana lawsuits. The defendants rejected the requests, and ExxonMobil settled the Louisiana lawsuits for substantial amounts.

Bloom wind farm in award-winning financingWe assisted a group of lenders with structuring and documenting a 10-year proxy revenue swap and associated price hedging arrangements for the Bloom wind farm, a 178 MW wind project in Kansas. This deal won the award for North American wind deal of the year in the IJ Global Awards in 2017


42 May 2018

Golf Channel case related to Stanford Financial Group fraudWe represented The Golf Channel in a case arising out of the largest Ponzi scheme to be uncovered in the US – the Stanford Financial Group fraud. Stanford paid The Golf Channel approximately US$6m for an advertising and sponsorship contract, which was fully performed at arm’s length and at market rates. While The Golf Channel had no knowledge of the Stanford fraud, the Stanford receiver nevertheless sued The Golf Channel, seeking to recover as a purported fraudulent conveyance the entire amount paid under the contract. After an adverse decision from the US Court of Appeals for the Fifth Circuit, we petitioned for rehearing, prompting the Court to withdraw its opinion and certify a question of Texas law to the Texas Supreme Court. We then argued the case before the Texas Supreme Court and received a favorable unanimous decision.

Favorable ruling for AT&T from the Federal CircuitWe obtained a favorable ruling for AT&T from the Federal Circuit in CallWave Communications LLC v AT&T Mobility LLC et al. We argued certain claim terms on behalf of a multi-defendant group at a claim construction hearing that turned out to be dispositive. In January 2016, Judge Richard Andrews issued a favorable claim construction order that resulted in CallWave stipulating to judgment of non-infringement. The Federal Circuit affirmed the district court’s decision in January 2017.

Sabine Pass & Creole trail pipeline refinancing wins awardsWe represented the lenders to Cheniere Energy Partners LP in the refinancing of approximately US$2.8bn of senior secured credit facilities. Previous to this, we advised the lenders on the US$3.6bn financing for the first LNG trains for the Sabine Pass in Louisiana, the world’s first LNG terminal able to import and re-gasify LNG and liquefy and export natural gas. We also advised lenders on a US$6bn financing for the second phase of the project’s development.

Tier 1AntitrustBankruptcy/restructuringHealthcare

Chambers USA – Texas 2017

Tier 1Dispute resolution: product liability, mass tort and class action: toxic tort - defenseFinance: project finance: advice to lenderFinance: restructuring (including bankruptcy): municipalEnergy: renewable/alternativeM&A/corporate and commercial: M&A: middle-market (US$500m-999m)

Legal 500 2017

Law360 practice group of the year Project finance

Law360, 2018

CLIENT WORK IN US


May 2018 43

CLIENT WORK IN US


44 May 2018

Our Austin office has a history of representing multiple industries in a variety of matters for both mature and growing companies, with a focus on start-ups, particularly in technology and innovation, and life sciences and healthcare. Our nationally recognized intellectual property practice has assisted our clients’ development and commercialization of new technology and products. Our notable practices include real estate, product and pharmaceutical products liability, and commercial litigation. We also provide valued advice in the areas of employment and labor, financial restructuring and insolvency, dispute resolution and litigation, and tax.

Austin (United States)

LAWYERS IN AUSTIN

69PARTNERS IN AUSTIN

25CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency Class actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawHealthcareInfrastructure

Intellectual propertyLife sciencesPower and utilitiesProduct liabilityPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisoryTax

Stacey Martinez+1 512 474 [email protected]

SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineCharles SchwabDellExxonMobilFarmers InsuranceGlaxoSmithKlineMary Kay IncMitsui & Co (USA)ShellTotal E&P USA


May 2018 45

CLIENT WORK IN AUSTIN

Mary Kay’s global IP patent portfolio managementWe lead the management of the global patent portfolio – including more than 1000 US and foreign patents – of Mary Kay Inc, a global skin care and make up brand. We are responsible for the company’s US and global portfolios, including all chemical formulations and packaging designs. In addition, we oversee Mary Kay’s patents in China, Germany, South Korea, the UK and other countries.

Charles Schwab to establish new regional corporate campusWe represent Charles Schwab on its deal to establish a new regional corporate campus near Dallas. This 70-acre facility, offering more than 500,000 square feet of commercial office space and structured parking, will anchor a large proposed mixed-use development. The State of Texas has extended a US$6m Texas Enterprise Fund grant offer to Charles Schwab for the project, which will bring an estimated US$100m in planned capital investments and at least 1,200 new jobs to the area over the next 10 years.

Patent infringement lawsuit win for Microdea and PeopleNetAfter seven years of multi district litigation, we won a patent infringement lawsuit for Microdea and PeopleNet, two significant technology suppliers to the trucking industry in In Re: Bill of Lading Transmission and Processing System Patent litigation. An Ohio federal judge dismissed the case in favor of our clients and granted the defendants’ motion for summary judgment of invalidity under 35 USC § 101 for claiming patent-ineligible subject matter. The decision ended a battle with the plaintiff R&L Carriers Inc, which claimed that Microdea and PeopleNet infringed its patent that describes an efficient process of freight transportation when they used technology to improve shipping logistics.

Transocean in three IP proceedingsWe represented undersea drilling company Transocean in three intellectual property proceedings to enforce Transocean’s patents for a system that allows two drilling operations to take place simultaneously on one derrick. We developed an effective strategy that achieved a rare finding that secondary indicia were not clear. Despite finding that the claimed technology combined known features, the Patent and Trial Appeal Board concluded that evidence of commercial success and industry praise showed that Transocean’s invention “moved the industry” and merited patent protection.

MARKET RECOGNITION

Tier 1 (Austin) BiotechnologyCommercial litigationCorporateEmployment – managementHealthcareLabor – managementLitigation – (intellectual property, patent, real estate)Medical malpractice – defendantsPatentPersonal injury litigation – defendantsProduct liability litigation – defendantsReal estateTaxTrademark



46 May 2018

We have one of the largest legal practices in Dallas, focusing on Fortune 1000 and upper-tier mid-market companies. We offer extensive experience in public and private equity and debt offerings, transactions, securities matters and governance issues, while our disputes, healthcare, reorganization and intellectual property teams are routinely recognized as some of the finest lawyers in the country. As a result, Dallas serves as a gateway for clients operating globally.

Dallas (United States)

LAWYERS IN DALLAS

116PARTNERS IN DALLAS

48CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency Class actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental law

HealthcareInfrastructureIntellectual propertyLife sciencesPower and utiltiesProduct liabilityPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

Jonathan Skidmore+1 214 855 [email protected]

SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineChubbDellExxonMobilFarmers InsuranceGlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)Pioneer Energy ServicesShellTotal E&P USA


May 2018 47

CLIENT WORK IN DALLAS

Kirby Corp expands business through US$757m acquisitionWe advised Kirby Corporation on its US$757m acquisition of substantially all the assets of Stewart & Stevenson LLC, which makes, distributes and services diesel engines and power products. This comprised US$377m in cash, funded through Kirby’s revolving credit facility, US$367m in Kirby common stock and US$13m in acquired debt. In addition to its core business, Kirby is also the largest tank barge operator in the US. The acquisition significantly expands Kirby’s position in the diesel engine and power products sector.

Complete defense verdict for Zimmer Biomet HoldingsWe secured a complete defense verdict for client Zimmer Biomet Holdings Inc in a five-day product liability trial in the United States District Court for the Eastern District of Texas (Marshall Division). The plaintiff alleged that she suffered personal and economic injuries as a result of a hip replacement device made by Zimmer. The plaintiff was seeking actual damages of US$25m plus punitive damages of between US$100m and US$200m. In less than an hour and a half, the jury returned a complete verdict in Zimmer’s favor.

Clean sweep for technology group in Federal Circuit rulingWe secured favorable rulings for a group of technology clients in litigation before the Patent and Trial Appeal Board (PTAB), arguing that claims were impermissibly directed to abstract ideas. The Federal Circuit affirmed the PTAB’s decision, invalidating many claims of hospitality technology provider Ameranth’s patents, but also, in a rare development, it reversed and ruled in our favor on claims the PTAB found not proven invalid. We represented over a dozen technology clients in the matter, including: Expedia Inc, Fandango LLC, Hotel Tonight Inc, Hotels.com LP, Hotwire Inc, KAYAK Software Corporation, Live Nation Entertainment Inc, OpenTable Inc, Orbitz LLC, Papa John’s USA Inc, StubHub Inc, Ticketmaster LLC, Travelocity.com LLP and Wanderspot LLC. Notwithstanding the win, Ameranth continues to assert infringement by the defendants of one patent not impacted by the PTAB decision in the United States District Court for the Southern District of California.

MARKET RECOGNITION

Tier 1 (Dallas) Bankruptcy and creditor debtor rights, insolvency and reorganizationCommercial litigationCopyrightCorporateHealthcareLitigation – (banking & finance, bankruptcy, intellectual property, patent, securities)M&APatentProduct liability litigation – defendantsPublic financeSecurities/capital marketsTaxTrademark



48 May 2018

Our Denver lawyers regularly partner with corporate lawyers in other offices to manage large, complex transactions and disputes in areas ranging from energy and healthcare to bioscience and technology, and on issues such as LNG export or transporting oil by rail. This strong Western Lands and energy team provides on-the-ground experience and a vital two-way connection between our clients in the Rockies and the world’s financial and commercial centers. Our lawyers handle complex litigation of all types, including high-profile, high-stakes litigation, as well as investigative and regulatory matters.

Denver (United States)

LAWYERS IN DENVER

12PARTNERS IN DENVER

4CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency Class actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawHealthcare

InfrastructureIntellectual propertyLife sciencesPower and utilitiesProduct liabilityPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGChubbConocoPhillipsDellExxonMobilFarmers InsuranceGlaxoSmithKlineMattress FirmRenown Regional Medical CenterShellTotal E&P USA

Bryon Farnsworth+1 303 801 [email protected]


May 2018 49

CLIENT WORK IN DENVER

US$3.8bn Dakota Access Pipeline litigation In Standing Rock Sioux Tribe v US Army Corps of Engineers, we are assisting Energy Transfer Partners LP with litigation, federal, state and tribal permitting access, and sensitive resource issues associated with construction of the 1,168-mile Dakota Access Pipeline. When complete, this US$3.8bn pipeline will deliver approximately 450,000 barrels per day of crude oil from the Bakken shale in northwestern North Dakota to southern Illinois.

Entek wins Colorado federal lands mineral lease disputeOur team represented Entek Energy Ltd, an oil and gas exploration and development company, in litigation with a land owner over rights to drill directional and horizontal wells within a federal exploratory unit in Colorado’s Niobrara region while using surface owned separately from the minerals. After discovering that many of the appeal’s same issues had already been litigated, the US Tenth Circuit issued a decision in Entek’s favor, securing a favorable result for our client.

EDP Renewables seeks federal permits to build wind projectsWe worked with EDP Renewables to render opinion letters concerning federal environmental permitting to finance four wind farm projects, each located in a different area of the country. The opinion covered matters such as wetlands and dredge/fill permitting, endangered, threatened and protected species issues, and Federal Aviation Administration determinations.


50 May 2018

Our US practice was established more than 95 years ago in this global energy center. Since then, our transactional scope has expanded exponentially, including a major international energy practice, while our roots in litigation have grown into a large, diversified disputes practice, respected both nationally and internationally. From corporate law, healthcare, intellectual property, public finance and tax, we regularly assist clients with US and international transactions, infrastructure projects, disputes and regulatory matters.

Houston (United States)

LAWYERS IN HOUSTON

187PARTNERS IN HOUSTON

65CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBanksBankruptcy, financial restructuring and insolvency Class actionsCorporate M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawHealthcare


SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineConocoPhillipsDellExxonMobilFarmers InsuranceGlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)ShellTotal E&P USA

Carter Crow+1 713 651 5151 [email protected]


May 2018 51

CLIENT WORK IN HOUSTON

Chunghwa Picture Tubes in six-year patent suitWe favorably resolved a patent suit for Chunghwa Picture Tubes Ltd (CPT) on the eve of trial, ending six years of litigation that included a prior summary judgment victory, a Federal Circuit reversal, a Supreme Court cert petition and a bankruptcy filing by the plaintiff. Plaintiff Eidos Interactive sued CPT and others in 2011 in the Eastern District of Texas, alleging infringement of US Patent No. 5,879,958, which describes a method of manufacturing electronics on glass that becomes part of an LCD screen. Upon remand, Eidos issued a damages report seeking approximately US$40m in damages from CPT.

Mattress Firm in EEOC age discrimination lawsuitWith our lawyers as lead counsel, Mattress Firm Inc defeated an Age Discrimination in Employment Act (ADEA) class-action lawsuit brought by the US Equal Employment Opportunity Commission (EEOC) on behalf of nine former employees. The EEOC claimed that following the acquisition of a Las Vegas mattress chain in 2007, the retail giant engaged in systemic discrimination designed to replace store managers and salespeople aged 40 years or older with younger workers. The US District Court for the District of Nevada disagreed and granted Mattress Firm’s motion for summary judgment, dismissing the lawsuit on grounds of insufficient evidence to prove age discrimination under the ADEA.

Enbridge in US$2bn acquisition of oil pipeline systemWe represented Enbridge Energy Partners LP, a leading provider of energy in North America, on the formation of MarEn Bakken Company LLC, a joint venture between affiliates of Enbridge Energy Partners LP and Marathon Petroleum Corporation, and in MarEn’s acquisition from Energy Transfer Partners LP and Sunoco Logistics Partners LP of a 49 percent equity interest in a holding company that owns a controlling 75 percent interest in the Bakken Pipeline System for US$2bn.

Tema in US$400m combination agreementOur lawyers advised Tema Oil and Gas Company on its US$400m business combination agreement with KLR Energy Acquisition Corp, an oil and gas exploration and production-focused, special purpose acquisition entity. Our client sold properties and contributed properties using a structure that allows Tema to effectively continue to maintain ownership in the entity on a tax-free basis while retaining the right to convert the share ownership into stock of a public company. This type of structure, although complicated, is becoming more prevalent in the tax space.

MARKET RECOGNITION

Tier 1AntitrustBankruptcy/restructuringHealthcare

Chambers USA – Texas 2017

(Houston) Antitrust and competition AppellateBankruptcy and creditor debtor rights, insolvency and reorganizationCommercial litigation CopyrightCorporateCorporate compliance Corporate governance Eminent domain and condemnationEmployee benefits (ERISA) Employment – managementEnergy EnvironmentalHealthcareInsurance lawInternational arbitration – commercialInternational arbitration – governmentalLabor – managementLegal malpractice – defendantsLeveraged buyouts and private equityLitigation (antitrust, bankruptcy,environmental, ERISA, intellectual property, patent, tax)Mass tort litigation/class actions – defendantsMedical malpractice – defendantsNatural resourcesOil & gas PatentPersonal injury litigation – defendantsProduct liability litigation – defendantsPublic financeReal estate Securities/capital marketsTaxTechnologyTrademarkTrusts & estatesVenture capital



52 May 2018

Our Los Angeles office serves as a key center for international and domestic commercial activity and is a hub for our dispute resolution and litigation, product liability, projects and project finance, renewable energy and insurance and reinsurance practices. Our Los Angeles lawyers are well positioned to handle all types of legal matters for our clients around the world, including those conducting business in California. Our Los Angeles disputes lawyers regularly handle high-profile and large exposure matters, including consumer and commercial class actions, employment and labor matters, securities fraud, government contract matters, environmental law and regulatory and general business lawsuits. Our products liability practice encompasses all aspects of litigation in federal and state courts across the country. We are equally skilled at general corporate matters including real estate transactions, cross-border deals and tax-related issues, bolstered by a highly experienced municipal finance team.

Los Angeles (United States)

LAWYERS IN LOS ANGELES

49PARTNERS IN LOS ANGELES

18CONTACT

PRACTICE STRENGTHSAdvertising and marketingAlternative dispute resolutionBanksBanking and financeBankruptcy, financial restructuring and insolvencyClass actionsCommunications, media and entertainment Corporate, M&A and securities

Dispute resolution and litigationEmployment and laborEnergyEnvironmental lawGovernment relations and public policyHealthcareInfrastructureInsuranceIntellectual property litigationLife sciencesLitigation

Power and utilities Product liabilityProjectsPublic and government financeReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

Jeffrey Margulies +1 213 892 9286 [email protected]


May 2018 53

CLIENT WORK IN LOS ANGELES

Hyland’s cleared of false advertising in class actionOur Los Angeles office obtained a successful jury verdict for client Hyland’s Inc, a manufacturer of alternative medicine, in a US$350m class action trial involving allegations of false advertising. While the plaintiffs asserted that certain sleep aids and other remedies did not work as marketed, the jury found that the plaintiffs’ allegations were without merit. The jury’s verdict in favor of the defense came 17 days after the trial began, clearing our client of breach of express warranty and California Consumer Legal Remedies Act claims. A California federal judge dismissed the two remaining claims in the case involving California law, unfair competition law and false advertising claims.

National Oilwell Varco in toxic tort casesOur lawyers represented National Oilwell Varco (NOV), a worldwide leader in the design, manufacture and sale of equipment for the oil and gas production industry, in a series of four toxic tort cases. One lawsuit was filed by 22 plaintiffs alleging exposure to chemicals at an Orange, California office built on the site of previous NOV manufacturing operations. All plaintiffs (or their parents, in the case of minor plaintiffs) are social workers currently or formerly employed by the County of Orange. Key issues involved the scope of admissible expert opinion as to general and specific causation in cases of low-level exposure. This was a highly complex matter successfully resolved through settlement.

ExxonMobil in Superfund cleanup in Portland, OregonOur lawyers represent ExxonMobil Corporation in connection with Superfund cleanup of contaminated sediments in the Willamette River at Portland Harbor in Portland, Oregon. We are representing ExxonMobil in a multi-year, multi-party mediation process in an effort to resolve allocation disputes over the costs of a remedy that exceeds US$1bn in estimated costs. We are also advising our client’s negotiations with the US Environmental Protection Agency Region 10 regarding the appropriate remedy for the site.

MARKET RECOGNITION

Tier 1 (Los Angeles) Commercial litigationCorporateEnvironmentalLitigation – environmentalM&APublic finance


SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineConocoPhillipsExxonMobilFarmers InsuranceGlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)National Oilwell VarcoShellTotal E&P USA


54 May 2018

The twin cities of Minneapolis and St Paul are centers of commerce for the Upper Midwest. The region is home to industry leaders in medical devices, healthcare, banking, retail, grain and food, technology and energy, from traditional to alternative sources. We represent both small companies and Fortune 1000 corporations in these various industries. The Minneapolis office is a focal point of IP law, from brands to patent litigation, possessing extensive experience in complex litigation, employment and labor, corporate, consumer credit and mortgage and banking law.

Minneapolis (United States)

LAWYERS IN MINNEAPOLIS

12PARTNERS IN MINNEAPOLIS

4CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency BanksClass actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawHealthcare


SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBluestem BrandsConocoPhillipsDellEnergizer BrandsFarmers InsuranceGlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)ShellTotal E&P USA

Ronn B. Kreps+1 612 321 [email protected]


May 2018 55

CLIENT WORK IN MINNEAPOLIS

Preferred global counsel for EnergizerLawyers in our Minneapolis office originated our representation of Energizer in multiple practices areas in matters all over the world. We are Energizer’s preferred global counsel for all areas of legal matters, including trademarks, false advertising and marketing, disputes, regulatory matters, tax, real estate, labor and employment, and corporate transactions. Currently, we assist Energizer in 24 countries, and more than 40 of our partners across the globe handle matters for the client.

FICO in trademarks, copyright and patent mattersWe represent FICO, which created and provides the FICO credit score used by nearly all US banks and lending institutions to determine creditworthiness, in various trademark, patent and related IP and advertising matters. Our lawyers successfully developed a global strategy for FICO when the company rebranded itself from ʻFair Isaacʼ to ʻFICOʼ and expanded the products offered under the FICO house mark. Our work with FICO includes litigation, oppositions/cancellations, counseling, prosecution and strategic portfolio management. We also assist FICO with IP matters in other regions of the world with the help of our colleagues in those countries.

Koch Industries and subsidiaries in various IP mattersWe represent Koch Industries, a multinational corporation involved in a variety of industries, and its subsidiaries in intellectual property matters. Our IP work includes advising Koch Industries on trademark issues, licensing, copyright matters, advertising and marketing, rights of publicity and other IP matters. We also assist Koch with IP matters in other regions of the world with the help of our colleagues in those countries.

GE, Graco in trademark infringement lawsuitsOur lawyers are representing GE in a trademark infringement lawsuit in the Southern District of New York, White Plains division, against a defendant which is infringing, diluting and counterfeiting the GE brand. We also represent Minneapolis-based Graco Inc, which sells premium pumps and spray equipment for fluid handling in construction, manufacturing, processing and maintenance, in a trademark infringement suit against the client in the Southern District of Texas. The plaintiff is alleging infringement of its claimed mark for ‘dustless blasting’. Our client is defending, alleging that the mark is not distinctive (and therefore not enforceable and the plaintiff’s registration should be canceled) and that there is no likelihood of confusion.

MARKET RECOGNITION

Tier 1 (Minneapolis) CopyrightPatentsTrademark



56 May 2018

LAWYERS IN NEW YORK

284PARTNERS IN NEW YORK

90CONTACT

Steven Suzzan +1 212 318 [email protected]

Vince Dunn +1 212 408 [email protected]

For more than a century, our New York office has served a broad client base of large publicly held corporations, emerging growth companies, privately held companies, investment funds and other notables in the financial services sector. Our New York office is among the city’s 25 largest, with more than 300 lawyers and legal staff offering clients a full business law service. Our New York lawyers advise clients in all our key practice areas including bankruptcy, financial restructuring and insolvency, corporate/M&A, intellectual property, securities law, private equity and venture capital offerings, public and private finance matters, projects, dispute resolution and litigation, insurance, real estate, tax and energy. Our internationally recognized equipment finance practice has a long history across the transportation industry, and our international team assists US and global clients with cross-border operations and investments.

New York (United States)

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvencyBanksCapital markets Class actionsCorporate, M&A and securitiesDispute resolution and litigation

Employment and laborEnergyEnvironmental lawGovernment relations and public policyHealthcareInfrastructureInsurance Intellectual propertyLife sciencesPower and utilitiesProduct liability

ProjectsReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTaxWealth and private client


May 2018 57

CLIENT WORK IN NEW YORK

Advisers in US$172.5m acquisition of Scout Investments IncOur New York, Washington, DC, London and Toronto offices represented Carillon Tower Advisers, a unit of Raymond James Financial, in the outright acquisition of Scout Investments Inc from UMB Financial Corp for US$172.5m. Scout, UMB’s institutional investment management subsidiary, has US$27.3bn in assets under management. The transaction was expected to close by the end of 2017 and is subject to customary closing conditions.

Plenary Group to build civic center/port HQ in DBFO dealOur lawyers represented Plenary Group Ltd and its project company, Plenary Properties Long Beach LLC, on an approximately US$550m project in Long Beach, California to design, build, finance, operate and maintain new facilities: a city hall; a public library, parking facilities, a revitalized park and a headquarters building for the Port of Long Beach.

Baseball victory for Mid-Atlantic Sports NetworkWe won a significant victory for Mid-Atlantic Sports Network (MASN) in a dispute with the Washington Nationals and Major League Baseball. A New York court granted MASN motion for a preliminary injunction enjoining the Nationals and Major League Baseball from taking any steps to terminate MASN’s contractual right to telecast National games.

Wicked Cool Toys in patent lawsuitWe are defending Wicked Cool Toys in a suit brought by Jakks Pacific Inc involving the license for Cabbage Patch Kids dolls. The plaintiff alleged that Jeremy Padawer, while employed at Jakks, disparaged the company and leaked proprietary information in order to get Original Appalachian Artworks Inc, the brand’s owner, to give the Cabbage Patch Kids license to Wicked Cool Toys. We are also representing Wicked Cool Toys in a countersuit against Jakks for its efforts to tarnish the brand prior to losing the license and for a hostile work environment.

Bloom wind farm in award-winning financingWe assisted a group of lenders with structuring and documenting a 10-year proxy revenue swap and associated price hedging arrangements for the Bloom wind farm, a 178 MW wind project in Kansas. This deal won the award for North American wind deal of the year in the IJ Global Awards in 2017.

MARKET RECOGNITION

Tier 1 (New York) Bankruptcy, financial restructuring and insolvencyCommercial litigation CorporateEquipment financeLitigation (intellectual property)ProjectsPublic financeSecuritizationTaxTransportation


North American solar deal of the year (Emerald state solar PV portfolio)

IJ Global awards 2017

North American wind deal of the year(Bloom wind farm)


SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGDellEnel AméricasExxonMobilFarmers Insurance

GlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)NextEra EnergyRockwell CollinsShellYPF SA


58 May 2018

Our St Louis office focuses on healthcare as part of our nationwide US healthcare practice, which spans all sectors of life sciences and healthcare. Our legacy of serving this industry includes everything from tax and federal reimbursement and regulatory issues (including Medicare and Medicaid), to acquisitions, affiliations, joint ventures and other transactions, as well as arbitration and dispute resolutions involving healthcare issues. Other major areas of work in this office include general corporate and public and private construction projects, from hotels to energy and power plant facilities.

St Louis (United States)

LAWYERS IN ST LOUIS

10PARTNERS IN ST LOUIS

3CONTACT


InfrastructureIntellectual propertyLife sciencesPower and utiltiiesProduct liabilityPublic and government financeReal estateRegulation and investigationsRenewablesSecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBJC HealthCare BlackRockDellFarmers InsuranceGlaxoSmithKlineMemorial Hermann Healthcare SystemMitsui & Co (USA)ShellThe Dinerstein CompaniesTotal E&P USA

Jim Wiehl+1 314 505 [email protected]


May 2018 59

CLIENT WORK IN ST LOUIS

DuPage Medical Group in strategic partnershipOur lawyers co-led the representation of DuPage Medical Group, the largest independent, multi-specialty physician group in the Chicago area, in a strategic partnership with private equity firm Summit Partners. Summit Partners, a US-based private equity group, acquired a 30 percent stake in Midwest Physician Administrative Services (MPAS). A subsidiary of DuPage, MPAS is a US-based company engaged in providing administrative and management services to the healthcare industry.

BJC HealthCare creates strategic affiliationOur lawyers advised BJC HealthCare on its strategic affiliation with Memorial Group of Belleville, Illinois, to create a new non-profit parent organization, Memorial Regional Health Services, which is jointly owned by the two health systems. The organization will oversee Memorial’s hospital in Belleville, a new hospital, outpatient facilities and Memorial’s community foundation. BJC HealthCare is one of the largest non-profit healthcare organizations in the US and one of the top 10 highest quality academic medical centers in the US, serving patients in Missouri, Illinois and more than 20 other states.

BlackRock in construction disputes and transactionsOur lawyers represent BlackRock in several construction disputes, litigating multi-million dollar construction defect and liquidated damages delay cases arising out of multi-family and commercial developments. In addition, our lawyers review, negotiate and draft construction and design agreements for various new BlackRock developments throughout the country, working closely with BlackRock managing directors and its development team to bring value to new construction projects.

Dinerstein Companies in new construction across the USOur lawyers represent The Dinerstein Companies, a construction owner, developer and management company, in the development, negotiation and drafting of various construction and design contracts and agreements, the development of new construction contract templates, and other general construction issues involving multi-family developments in Alabama, Arizona, Arkansas, California, Colorado, Florida, Louisiana, Tennessee and Texas. These projects also include developing a construction contracting strategy, drafting design and construction contracts, and negotiating those contracts for a US$100m high-rise in Houston.

MARKET RECOGNITION

Tier 1 (St Louis)ConstructionHealthcare



60 May 2018

Our San Antonio office has played a role in the dramatic growth of the South and Central Texas region, particularly in the energy, technology and life science sectors. We represent development stage and venture-backed businesses as well as large public companies. We have a history of working with real estate developments from housing to the hospitality and recreational sectors, as well as public institutions, in financing the expansion of the region’s infrastructure. Other major practices include litigation, tax, employment and labor, healthcare, and trusts and estates.

San Antonio (United States)

LAWYERS IN SAN ANTONIO

54PARTNERS IN SAN ANTONIO

16CONTACT



SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineBJC HealthCareConocoPhillipsDellExxonMobilFarmers InsuranceGlaxoSmithKlineMitsui & Co (USA)San Antonio Water SystemShell

Michael OʼDonnell+1 210 224 [email protected]


May 2018 61

CLIENT WORK IN SAN ANTONIO

San Antonio Water System in water supply projectWe assisted the San Antonio Water System with a water supply project to produce, treat, deliver and sell 50,000 acres per year of potable water on a long-term basis, based on the acquisition of water rights and the design, construction, financing, operation and maintenance of new production wells, pumping stations, raw water collection and transmission pipelines, storage tanks and appurtenant facilities. The contract price was more than US$80m annually for 30 years, and the financing amounted to US$850m. This Vista Ridge project will provide more than 16 billion gallons of non-Edwards Aquifer water per year, San Antonio’s largest drought-proof supply to date.

Enovation Controls in US$200m divestitureWe counseled Enovation Controls LLC, a privately held provider of electronic controls, displays and instruments, in the sale of its power controls and vehicle technologies units. The businesses were sold to Sun Hydraulics Corporation for US$200m, with an additional earn-out potential of US$50m during the next two years. Sun Hydraulics designs, manufactures and sells products used in hydraulic systems worldwide.

Daiwa House to expand in US with real estate projectsWe represent Japanese investment and development company Daiwa House on its US expansion plans. Daiwa’s US unit Daiwa House Texas Inc plans to enter into an overall joint development opportunity (primarily through equity investment) for the construction and operation of Project Atelier, a new 364-unit high-rise apartment tower in the Arts District of downtown Dallas. We have also expanded our relationship with Daiwa to include two additional projects which could increase the overall matter value to US$189m.

BMW in multidistrict litigation over 90 class actionsOur lawyers represent BMW AG in multidistrict litigation (involving over 90 class actions) pending in Miami, related to the recall of certain vehicles using Takata airbags. More than 65 million vehicles in the US, made by 10 different automakers, have been recalled to replace frontal airbags on the driver’s side or passenger’s side, or both. This is reported to be the largest automotive recall of its kind in history, affecting several major automobile manufacturers.

MARKET RECOGNITION

Tier 1 (San Antonio) Bankruptcy and creditor debtor rights, insolvency and reorganizationCommercial litigationCorporateEmployment – managementHealthcareLabor – managementLitigation – banking & finance, labor & employmentPersonal injury litigation – defendantsProduct liability litigation – defendantsPublic financeReal estateTrusts & estates



62 May 2018

Our San Francisco office opened in 2016 with a leading group of public finance lawyers possessing significant experience in securitizations, healthcare finance and municipal restructurings. This group represents major issuers, underwriters, bondholders, lenders and bond insurers in municipal finance. With experience as bond counsel, underwriter’s counsel and disclosure counsel, they advise clients with respect to the issuance of all types of municipal securities. Our lawyers have deep roots in the San Francisco community, which we plan to build upon to serve many industries, including technology, healthcare and financial institutions. Our lawyers are well positioned to handle virtually all types of legal matters for our clients around the world, including those conducting business in Silicon Valley.

San Francisco (United States)

LAWYERS IN SAN FRANCISCO

9PARTNERS IN SAN FRANCISCO

3CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAppellateBanking and financeBankruptcy, financial restructuring and insolvency Class actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental law

HealthcareInfrastructureIntellectual propertyLife sciencesPower and utilitiesProduct liabilityReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTax

Gerald McGovern+1 628 231 [email protected]

SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineConocoPhillipsDellExxonMobilFarmers InsuranceGlaxoSmithKlineMitsui & Co (USA)Monterey Peninsula Water Management DistrictProvidence St Joseph HealthSan Francisco Public Utilities Commission


May 2018 63

CLIENT WORK IN SAN FRANCISCO

Bond counsel for Providence St Joseph HealthWe acted as bond counsel on three tax-exempt financings for Providence St Joseph Health and Services, a Seattle-based multi-state Catholic healthcare system. The financing was arranged with the combination of two Catholic healthcare systems – Providence Health & Services in Seattle and St Joseph Health System in Orange County, California – to form Providence St Joseph Health. The combined entity operates 50 acute care hospitals and 23 skilled nursing facilities across six states. The financing comprised US$448m of fixed rate bonds and US$286m of variable rate bonds issued by the California Health Facilities Financing Authority. It also included US$39m of variable rate bonds issued by the Lubbock Health Facilities Development Corporation (Texas).

Public Utilities Commission in US$1.4bn debt restructuringOur lawyers advised the San Francisco Public Utilities Commission, one of the largest water utilities in the US, on a US$1.4bn debt restructuring to address the growing water needs of the San Francisco area. California has suffered drought conditions for several years. The Commission owns and operates a municipal water supply, storage and distribution system that provides drinking water to retail customers in the city of San Francisco and other cities throughout the San Francisco Bay Area. In all, nearly 2.6 million people rely on its water.

Monterey Peninsula Water in US$500m securitizationOur lawyers are advising the Monterey Peninsula Water Management District and the Cal-Am Water Company on a securitization to finance a portion of the costs of a US$500m water desalination facility. The Monterey Peninsula Water Management District regulates water to the world-renowned Pebble Beach golf courses and the surrounding Monterey Peninsula. The Cal-Am Water Company is an investor-owned utility that provides water to the Monterey Peninsula. The financing will be the first securitization for an investor-owned water utility in the US.

MARKET RECOGNITION

Tier 1 (National)Public finance



64 May 2018

For nearly 90 years, the lawyers in our Washington, DC office have handled matters of national and international scale, and it remains a hub for handling global regulatory matters. Our lawyers practice civil and appellate litigation at all levels, including the US Supreme Court, commodities and derivatives counseling and enforcement, government and internal investigations and healthcare. Our DC office also serves clients seeking legal advice on matters including corporate and M&A, lobbying, tax, insurance and reinsurance, environmental law and telecommunications, media and technology. We have a strong international trade practice, as well as significant experience in projects and project finance, advising clients in the US and globally on projects ranging from power plants, telecommunications and mining to water and all forms of transport.

Washington, DC (United States)

LAWYERS IN WASHINGTON, DC

117PARTNERS IN WASHINGTON, DC

48CONTACT

PRACTICE STRENGTHSAlternative dispute resolutionAntitrust and competitionAppellateBanking and financeBankruptcy, financial restructuring and insolvencyBanksClass actionsCorporate, M&A and SecuritiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawGovernment relations and public policy

HealthcareInfrastructureInsuranceIntellectual propertyLife sciencesPower and utilities Product liabilityProjectsReal estateRegulation and investigationsRenewables Risk advisorySecurities litigation, regulation and enforcementTax

Matthew Kirtland+1 202 662 [email protected]

Marissa Alcala+1 202 974 [email protected]


May 2018 65

CLIENT WORK IN WASHINGTON, DC

North Carolina solar facilities win US$360.8m in financingWe advised the lenders in a US$360.8m financing for the development of photovoltaic solar generating facilities with a total capacity of 285MW in North Carolina.

Boston Scientific in dismissal of long-running qui tam suitWe won dismissal of a False Claims Act whistleblower complaint brought against Boston Scientific Corporation in the District of Minnesota. The dismissal follows a multi-year investigation in which our team persuaded the Department of Justice not to intervene in the suit. The whistleblower, a cardiologist who formerly served on a Boston Scientific medical advisory board, elected to proceed with the suit. The court ultimately adopted our arguments that the complaint in this case failed to meet the particularity requirements of Fed. R. Civ. P. 9(b). This case comes amid a flood of recent qui tam suits alleging similar ‘fraud on the FDA’ theories as a basis for False Claims Act liability.

Appellate victories for second-largest US pharmacy chainOur lawyers secured appellate victories affirming the dismissal with prejudice of a False Claims Act (FCA) suit filed against Walgreen Co and affirming an award of sanctions against the plaintiff’s counsel in the case for unreasonably multiplying the proceedings. The original suit, brought by a whistleblower plaintiff on behalf of the federal government, accused Walgreens of providing gift cards to federal beneficiaries to influence their decision to transfer prescriptions to Walgreens pharmacies, in alleged violation of the Anti-Kickback Statute, the Civil Monetary Penalties Act, and the FCA. After subsequent appeals, the Sixth Circuit affirmed the award on March 23, 2017.

Favorable settlement for Sociedad Química y MineraWe represented Sociedad Química y Minera SA (SQM) in the resolution of investigations by the Department of Justice (DoJ) and Securities and Exchange Commission (SEC) into alleged Foreign Corrupt Practices Act violations. The investigation involved a series of alleged improper payments made by the company’s chief executive officer to people and entities connected to politically exposed persons over a multi-year period. We negotiated a settlement of both investigations in early 2017, through a Deferred Prosecution Agreement with the DoJ and a Cease and Desist Order with the SEC. The settlements with both agencies were based on violations of internal controls and books and records provisions, and not bribery charges.

MARKET RECOGNITION

Tier 1 (Washington, DC) HealthcareProjects


North American refinancing deal of the year(Sabine Pass & Creole Trail Pipeline)


SELECTED CLIENTSAIGAmazonAT&TBank of AmericaBayer AGBaylor College of MedicineConocoPhillipsDellExxonMobilFarmers InsuranceGlaxoSmithKlineInteramerican Development FundMitsui & Co (USA)MUFG Union BankNext Decade LLCOverseas Private Investment CorpSanofiTotal E&P USA


66 May 2018

In Canada, we have more than 800 lawyers, patent and trademark agents in business law, dispute resolution and litigation, intellectual property, and employment and labor, based in offices in Calgary, Montréal, Ottawa, Québec City, Toronto and Vancouver. We serve the interests of Canadian businesses at home and abroad, and advise international clients seeking expansion, practicing Canadian law in both English and French.

Canada overview

CONTACT

Charles Hurdon+1 613 780 [email protected]

OFFICES CalgaryMontréalOttawaQuébecTorontoVancouver

PRACTICE STRENGTHSAntitrust and competitionAsset-based lendingBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsClass actionsCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnvironmental lawFinancial services and regulationHealthcareIndigenous lawInfrastructure

InsuranceIntellectual propertyInternational arbitrationProjectsPublic-private partnerships (PPP)Real estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementStructured finance and commodity financeShippingTax

Global coverage – Canada

May 2018 67

MARKET RECOGNITION

Litigation firm of the yearChambers Canada 2017

Tier 1Labor and employment

The Legal 500, 2018

Transport: shipping

The Legal 500, 2018

Transport: shippingEmployment and labor

Chambers Canada 2016-2018


Chambers Canada 2018

CLIENT WORK IN CANADA

Airbus and Bombardier announce C Series Partnership Our Montréal, Québec City, Toronto, Paris, London, Munich and Frankfurt offices advised Bombardier on a binding agreement with Airbus and Investissement Québec for the acquisition by Airbus of a majority interest in C Series Aircraft Limited Partnership, which manufactures and sells C Series aircraft. At closing, Airbus will acquire a 50 percent interest in the Partnership, while Bombardier and Investissement Québec will own approximately 31 percent and 19 percent, respectively.

Canada Line Rapid Transit’s C$2bn rapid transit project Our Vancouver, Toronto and Montréal offices, with assistance from our Bangkok and US offices acted for Canada Line Rapid Transit Inc on the C$2bn (US$1.6bn) Canada Line rapid transit project in Vancouver, BC, the first rapid rail transit P3 project in Canada. We advised the special purpose public entity set up to procure and supervise construction of the project on behalf of multiple government stakeholders (federal, provincial and two city governments, and the regional airport and transit authorities). We continue to act for TransLink, the regional transit authority, on operation and maintenance issues now that the line is in service.

Cenovus Energy buys C$17.7bn of ConocoPhillips’ assetsWe acted as Canadian counsel to the underwriters on Cenovus Energy Inc’s C$17.7bn (US$14bn) asset acquisition from ConocoPhillips. The deal consisted of a C$3bn (US$2.4bn) bought deal cross-border common share offering, a US$2.9bn notes offering, and a C$10.5bn (US$8.3bn) bridge facility. The offerings are part of the financing for Cenovus’ acquisition of ConocoPhillips’ 50 percent interest in the FCCL Partnership and the majority of ConocoPhillips’ western Canadian conventional assets.

Wells Fargo in C$375m asset-based credit facility for StelcoOur Montréal and Toronto lawyers advised Wells Fargo Bank NA as joint lead arranger on a C$375m (US$295m) asset-based revolving credit facility in favor of Stelco Inc (formerly USSC), concurrently with the acquisition of US Steel Canada Inc by Bedrock Industries pursuant to a court supervised restructuring process. The transaction required complex negotiations and approvals from a varied group of stakeholders, including the federal government of Canada, the Province of Ontario, United States Steel Corporation and three separate unions.


68 May 2018

Calgary is at the center of the Canadian energy sector. We are one of the largest law firms in Calgary, with lawyers advising on dispute resolution, corporate/commercial, M&A, corporate finance, energy, environmental law, trade, regulation and investigations, taxation, banking, real estate, construction litigation, employment and intellectual property. We are an integral part of Alberta’s business community, and have been a leader in energy law since 1912.

Calgary (Canada)

LAWYERS AND AGENTS IN CALGARY

131PARTNERS IN CALGARY

66CONTACT

PRACTICE STRENGTHSBanking and financeConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyEnvironmental lawIntellectual propertyReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAESOAltaGasBalancing Pool of AlbertaBrookfield Asset Management IncCanadian Pacific RailwayCanbriam EnergyClearstream Energy ServicesCrescent Point EnergyEmber ResourcesEnbridge Inc FortisAlberta IncGibson EnergyHalliburton Group CanadaImperial OilKeyeraMEG EnergyParamount Resources LtdSuperior Plus LPTourmaline Oil CorpTransAlta CorporationVermilion Resources

Brad Hayden+1 403 267 [email protected]


May 2018 69

CLIENT WORK IN CALGARY

Banking syndicate finances CNRL’s C$12.74bn purchaseWe acted for a syndicate of domestic and international lenders to Canadian Natural Resources Ltd to provide term financing for its acquisition of 70 percent of the Athabasca Oil Sands project and other facilities and oil sands leases from Shell Canada Ltd and Marathon Oil Corp, for an aggregate purchase price of approximately C$12.74bn (US$10bn).

TransCanada Trust in public offeringWe acted as Canadian counsel to the underwriters in TransCanada Trust’s public offering in the US of US$1.5bn trust notes – series 2017-A, due March 15, 2077, as well as in Canada of C$1.5bn of trust notes – Series 2017-B, due May 18, 2077, guaranteed on a subordinated basis by TransCanada PipeLines Ltd (TCPL). The offerings provide TCPL with a cost-effective means of raising capital, which qualifies for equity treatment by certain rating agencies.

Paramount Resources and Trilogy Energy mergeWe advised Paramount Resources and Trilogy Energy on their merger and acted for Paramount on its related purchase of Apache Canada. The two transactions gave Paramount an enterprise value of approximately C$3.3bn (US$2.6bn) upon completion, adding significant reserves, production and landholdings within Alberta and British Columbia to its portfolio.

Maxar Technologies acquires DigitalGlobe for C$3.1bn Our teams in Calgary, Montréal, Ottawa and Luxembourg advised RBC and BofA Merrill Lynch on the financing of Maxar Technologies’ (formerly MacDonald Dettwiler & Associates Ltd) acquisition of DigitalGlobe for a consideration valued at US$35 per share in cash and stock. Maxar, a Canada-based communications and information company, entered into a US$3.75bn credit agreement to finance the acquisition and refinance other debt. We acted for BofA Merrill Lynch RBC and Bank of America as joint book-runners. The transaction gave DigitalGlobe an equity value of approximately C$3.1bn (US$2.4bn) and an enterprise value of C$4.7bn (US$3.6bn).

MARKET RECOGNITION

Tier 1Litigation: general commercial Employment and labor (Alberta)


Dispute resolution: Alberta

The Legal 500, 2018

“They are a well-known firm here in Calgary and they have first-rate lawyers.”Chambers Canada 2017


70 May 2018

Our Montréal office is one of the city’s preeminent law firms. We deliver a full range of legal services to corporate clients and our Montréal office is consistently recognized for its valued experience in several practice areas and key industry sectors. Our experienced lawyers, patent and trademark agents work with clients in English and French to provide advice on a broad range of business law issues.

Montréal (Canada)

LAWYERS AND AGENTS IN MONTRÉAL

159PARTNERS IN MONTRÉAL

80CONTACT

PRACTICE STRENGTHSAntitrust and competitionBanking and financeConstruction and engineeringCorporate governance and complianceCorporate, M&A and securitiesEmployment and laborDispute resolution and litigationHealthcareInfrastructureIntellectual propertyInternational arbitrationLife sciencesPatentsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTaxTrademarks and brands

SELECTED CLIENTS Aéroports de MontréalAimia IncBanque Laurentienne du CanadaBell Helicopter Textron BombardierCaisse de dépôt et de placement du Québec CostcoDeloitteFédération des caisses du QuébecGaz Métro Gilead Sciences IncHydro-QuébecLloyd’s of LondonMcKesson CanadaMetro IncNational Bank of CanadaPratt and Whitney QuébécorRio Tinto Royal Bank of Canada SNC-Lavalin

Solomon Sananes+1 514 847 [email protected]


May 2018 71

CLIENT WORK IN MONTRÉAL

Hydro-Québec wins at the Québec Court of AppealWe assisted Hydro-Québec with the unanimous ruling by a bench of five judges, to dismiss with costs Churchill Falls (Labrador) Corporation Ltd’s appeal from a judgment of the Québec Superior Court refusing to reopen the 65-year power contract signed by our client and Churchill Falls on May 12, 1969. The ruling is a clear victory for Hydro-Québec and further confirmation that the positions adopted historically by our client and the Province of Québec in response to Newfoundland and Labrador’s repeated challenges to the power contract over the past 35 years are justified.

Canam Group in going-private transaction to investorsWe advised the special committee of the board of directors of Canam Group Inc on its successful acquisition by a group of investors led by the Dutil family and composed of American Industrial Partners, Caisse de dépôt et placement du Québec (CDPQ) and Fonds de solidarité FTQ, collectively with the Family Group and CDPQ as the ‘rollover shareholders’, for C$875m (US$688m), including existing debt.

Laurentian Bank acquires Northpoint CommercialOur lawyers in Montréal, New York, Toronto, Washington, DC and Dallas acted as counsel to Laurentian Bank of Canada to complete its acquisition of Northpoint Commercial Finance with approximately C$1.1bn (US$860m) of assets. Laurentian Bank financed the acquisition through existing balance sheet liquidity and a C$216m (US$170m) public offering of subscription receipts. This included the proceeds of the underwriters’ over-allotment option, which was exercised in full, and a C$25m (US$20m) private placement of subscription receipts to Caisse de dépôt et placement du Québec. Laurentian Bank also caused the refinancing of Northpoint’s existing US dollar and Canadian dollar bank facilities, and the early redemption of Northpoint’s outstanding securitization conduit notes.

Bard settles patent infringement against Gore after 40 yearsOur Montréal and Toronto offices advised Bard on a patent infringement and validity action against Gore involving 12 families of medical devices, which the US judge described as one of the most complex cases she had seen. It concerned, in particular, artificial veins and arteries made with ePTFE (known as Gore-Tex®). This case, which was settled in July 2017 just weeks before trial, was the result of more than 40 years of litigation between the parties in Canada and the US and included the award of C$1.2bn (US$940m) in damages to Bard.

MARKET RECOGNITION

Tier 1Employment and labor: QuébecCorporate/commercial (The Elite) Quebec


Dispute Resolution: Québec

The Legal 500, 2018

“When we need additional firepower we go here. They have everything we need.”Chambers Canada 2017


72 May 2018

Our Ottawa office has been serving corporate needs in Canada’s capital for more than 30 years in key industries such as technology, telecommunications, banking, infrastructure, energy and regulation. We know how our clients’ businesses work and understand what drives their industries and decision making. Our lawyers draw on the experience and resources of a large law practice while maintaining the intimacy of a smaller office. Our Ottawa office serves clients in both official languages, English and French.

Ottawa (Canada)

LAWYERS AND AGENTS IN OTTAWA

43PARTNERS IN OTTAWA

18CONTACT

PRACTICE STRENGTHSAntitrust and competitionBanking and finance Corporate, M&A and securitiesDispute resolution and litigationEmployment and laborProjectsRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTechnology and innovation

SELECTED CLIENTSAmerisourceBergen Speciality CanadaAurelian Ecuador SACanada Post CorporationCanadian Association of Professional Employees Canadian Blood ServicesCanadian Medical Protective AssociationCity of OttawaCostco Wholesale CorporationEGDM (Ottawa) SECExport Development CanadaGroupe Germain IncHuman Care Canada IncNational Hockey LeagueRoyal Bank of CanadaRK Mine Finance TrustRW Tomlinson LtdS&T Group LtdUniversity of Ottawa

Pierre-Paul Henrie+1 613 780 [email protected]


May 2018 73

CLIENT WORK IN OTTAWA

City proceeds with C$5.1bn light rail transit extensionOur Ottawa, Toronto and London offices advised the City of Ottawa as its preferred legal services provider for stage two of the C$5.1bn (US$4bn) light rail transit (LRT) project. This involves three major extensions to Ottawa’s rail transit system planned between 2018 and 2023, principally westward and eastward extensions to the Stage 1 LRT project, as well as the refurbishment and extension of the Trillium Line, a separate connected line running south.

Federal government in P3 modernization of energy services We have been appointed to advise the federal government on modernizing its energy services (the Energy Services Acquisition Program’s Energy Service Modernization P3 contract). The design build finance operate and maintain project involves the provision of heating services for 80 federal buildings, as well as cooling services for 67 of them. A May 2016 House of Commons committee meeting estimated the cost to update 100 buildings in the national capital region to be C$1.2bn (US$960m).

National Capital Commission sale of LeBreton FlatsWe are assisting the National Capital Commission (NCC) with the solicitation of proposals and the selection of a preferred proponent for the sale of a 53-acre parcel of vacant land in the City of Ottawa owned by the NCC, known as ‘LeBreton Flats’. The sale is culturally and geographically important as it will involve dealing with First Nations claims to the lands, environmental remediation activities, development complexities and logistics, given the proximity to the Parliamentary Precinct, the Ottawa River and the National War Museum. It will also require the incorporation of significant public use within the development as one of the evaluation criteria for the project.

Quarterhill acquires International Road DynamicsWe acted as counsel to Quarterhill Inc on its acquisition by way of plan of arrangement of all issued and outstanding shares in International Road Dynamics, a highway traffic management technology company which supplies products and systems to the global intelligent transportation systems industry for C$4.25 per share, at an equity value of approximately C$63.5m (US$50m).

MARKET RECOGNITION

“They really get to know the client and the client’s operation – it puts them in a great place for negotiations.”Chambers Canada 2018


74 May 2018

Our Québec City office, which opened in 1991, is one of the largest law firms in the city for business law and litigation, and we are the only law firm with an international platform. We hold a prominent place in the region’s business community. We are consistently recognized as a leader in dispute resolution. We have a strong focus in the areas of construction, corporate commercial, intellectual property, employment and labor law, and tax.

Québec (Canada)

LAWYERS AND AGENTS IN QUÉBEC

53PARTNERS IN QUÉBEC

22CONTACT

PRACTICE STRENGTHSBankruptcy, financial restructuring and insolvency Class actionsConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnvironmental lawHealthcare and life sciencesInfrastructureIntellectual propertyInvestment fundsReal estateTax

Olga Farman +1 418 640 [email protected]

SELECTED CLIENTSAdministration portuaire de QuebecAdministration portuaire de Sept-ÎlesAéroports International Jean-Lesage de QuébecCominarFédération des caisses desjardinsGroupe Volvo CanadaIndigo Parc Canada Industrielle AllianceIntact Compagnie d’Assurances financiers

La Capitale, assurances et services financiersLaurentian Bank of CanadaMammoet Canada Eastern LtdMaurel et PromMontreal Heart Institute Norda Stelo Inc NovacapRoyal Bank of Canada SSQ Assurances Université Laval WSP Canada


May 2018 75

CLIENT WORK IN QUÉBEC

Devimco Investissement in two real estate investmentsWe advised Devimco Investissement as part of the implemention of the Solar Uniquartier mixed-use real estate development on Montréal’s South Shore, considered the largest of its kind in Québec, representing a C$1.3bn (US$1bn) investment over 10 years. Financial partners for the 10-year project are the Fonds immobilier de solidarité FTQ, Fondaction, Devimco and a Québec pension plan. We also represented Devimco in the C$365m (US$287m) purchase, in partnership with other institutional financial partners, of the former Montreal Children’s Hospital for mixed-use redevelopment.

Québec Port Authority purchases land from RabaskaWe represented the Québec Port Authority in negotiating and entering into an option which allows it to purchase land owned by Rabaska.

Energies SonGo in senior secured credit facilityWe advised Energies SonGo Inc on a syndicated senior secured revolving term credit facility of C$160m (US$126m). The credit facility was made available by a syndicate of lenders, including Fédération des Caisses Desjardins du Québec, which acted as administrative agent. Energies SonGo Inc distributes petroleum and propane products as well as multiple gas stations throughout the province of Québec.

Defending Sept-Îles Port Authority in C$50m lawsuitWe are defending the Sept-Îles Port Authority against a lawsuit of more than C$50m (US$40m) filed by Pomerleau for alleged additional costs for completion of a deep-water, multi-user dock located in Sept-Îles.

Prodal USA secures cross-border term loan from EDC We acted for Prodal USA Inc, a member of the Québec-based Breton Food Group, on a US$22.5m term loan granted by EDC, a Canadian crown corporation. This cross-border secured transaction between EDC and Prodal includes guarantees granted to the lender by the borrower and its affiliates are located both in Canada and in the US.

Government to settle land claims by Innu First NationsWe are acting for the Québec government as part of a tripartite negotiation (between Québec, Canada and aboriginal communities) of a treaty to settle land claims of three Innu First Nations in Saguenay Lac-St-Jean, the upper North Shore and the lower North Shore. At stake are management of the territory and its resources and the obligation to consult, governmental autonomy, taxation, First Nations’ economic development and hunting, fishing and trapping.

MARKET RECOGNITION

“An exceptional firm” with a “deep knowledge of the marketplace.” “A big player in the labor law market” in Québec.(Employment and labor)


“Well-established firm with long-standing relationships and an important client base in Québec.” (Corporate commercial)


Corporate/commercial: The Elite Employment and labor Energy: provincial regulatory and litigation Litigation: general commercialChambers Canada 2018


76 May 2018

Toronto is a major hub for Canada’s business community and one of the largest North American financial services centers. Our Toronto office is located in the heart of the city’s downtown financial district. Our lawyers and agents service a broad range of institutional and entrepreneurial clients in Toronto and national markets in major practice areas and across key industries. These include financial institutions, energy, infrastructure, mining and commodities, transport, technology and innovation, and life sciences and healthcare.

Toronto (Canada)

LAWYERS AND AGENTS IN TORONTO

174PARTNERS IN TORONTO

86CONTACT

PRACTICE STRENGTHSAntitrust and competitionBanking and finance Corporate, M&A and securitiesDispute resolution and litigationEmployment and laborHealthcareIntellectual propertyLife sciencesPatentsRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementSpecial situations and shareholder activismTrademarks and brands

Terence Dobbin+1 416 216 [email protected]

SELECTED CLIENTSAccentureAgriumAlarmforce IndustriesAutomotive Finco CorpBaffinland Iron Mines CorporationBank of AmericaBank of MontrealBrookfieldCanadian Imperial Bank of Commerce (CIBC)Carillion PlcChevronClearstream Energy Services IncEli Lilly and Company

Fortress Real Developments IncGilead SciencesGlaxoSmithKline IncJohnson & JohnsonJP MorganMedReleaf CorpPfizerPorter AviationRoyal Bank of CanadaThe Bank of Nova ScotiaToronto Hydro-Electric System LtdTransalta CorporationWells FargoYamana Gold Inc


May 2018 77

CLIENT WORK IN TORONTO

Acquisition finance for C$2.5bn sale of CitiFinancial lending We represented the mezzanine investors on the acquisition financing for the sale of the C$2.5bn (US$2bn) CitiFinancial Canada secured and unsecured consumer lending business to an investor group led by JC Flowers & Co LLC and affiliates, and Värde Partners. This was an innovative acquisition financing, structured by way of a securitization that includes bespoke features for specific consumer lending products.

Brookfield in C$540m acquisition of 213 gas stations We assisted Brookfield Business Partners with the acquisition of 213 gas stations operated by Loblaws Inc and certain of its affiliates, on lands leased from, in most cases, Choice Properties REIT for C$540m (US$423m). The gas station portfolio will be rebranded to the Mobil fuel brand, marking its debut in Canada. The Plus gas stations will continue to offer Loblaw’s PC Plus loyalty program.

TELUS Corporation in US$500m and C$325m debt offerings Our Toronto lawyers advised TELUS Corporation on its offering of US$500m (C$627m) senior unsecured 3.70 percent 10-year notes, maturing on September 15, 2027, as well as US$255m (C$325m) of senior unsecured 4.70 percent 31-year notes, maturing March 6, 2048. TELUS is a Canadian provider of telecommunications products and services, including internet access, voice, entertainment, healthcare, video and IPTV television services.

Gilead Sciences Canada vs Idenix PharmaceuticalsWe were successful both at trial and on appeal representing Gilead Sciences in a federal court litigation against Idenix (now owned by Merck) to invalidate a patent owned by Idenix for compounds used in the treatment of Hepatitis C. Idenix defended these allegations and filed a counterclaim to impeach a patent owned by Gilead and claim for infringement of Idenix patent (bifurcated). The appeal was argued before the Federal Court of Appeal in January 2017. On July 25th 2017, the Federal Court of Appeal ruled in favour of Gilead. This highly complex case was of critical importance, with global implications for Gilead.

MARKET RECOGNITION

Tier 1Employment and laborEmployment and labor: Ontario

Chambers Canada 2018 – Ontario

“They are just excellent. We are very, very happy with the results from them, and how they approach our processes.”Chambers Canada 2017


78 May 2018

Our Vancouver office has a history of handling projects and transactions in areas that are key to Canada’s economic growth, including energy, mining, infrastructure, financial services, real estate, maritime, wealth preservation, local government, technology, life sciences and healthcare. The city has strong links to Asia Pacific and acts as a gateway to the US western seaboard. Our Vancouver office has played an integral role in the development of British Columbia’s economy and its legal system, advising on some of the largest projects and transactions in the history of the Province, as well as infrastructure and business transactions across Canada. We service a wide range of clients from international, national and local businesses to financial institutions, governments, associations and not-for profit organizations.

Vancouver (Canada)

LAWYERS AND AGENTS IN VANCOUVER

91PARTNERS IN VANCOUVER

48CONTACTJanet GroveTel +1 604 641 [email protected]

PRACTICE STRENGTHSAsset and wealth managementCorporate, M&A, mining and securitiesDispute resolution and litigationEmployment and laborEnvironmental lawEnergyHealthcare

Indigenous lawInfrastructureIntellectual propertyLife sciencesMiningReal estateSecurities litigation, regulation and enforcementTechnology and innovationTransport

SELECTED CLIENTSColumbia Power Corporation Economical Insurance GroupENCON Group IncFraser Health AuthorityLondon DrugsMacro Enterprises Inc PCI GroupPrince Rupert Port AuthorityProvincial Health Services Authority

Rio TintoStern PartnersRoyal Bank of CanadaSeaspan TELUS The Corporation of the City of North Vancouver The Corporation of the Township of LangleyUtilities Consumer AdvocateXY, LLC


May 2018 79

CLIENT WORK IN VANCOUVER

Providence Health Care to redevelop Vancouver hospitalWe are advising Providence Health Care Society on the acquisition and redevelopment of an 18.5 acre site in False Creek to develop a C$1bn (US$800m) hospital and associated academic, health science, teaching and research center to service Vancouver. The project is in the planning and development stage. Land components involve remediation programs, multiple subdivisions and site-specific zoning approvals.

C$800m wastewater treatment for Capital Regional District We are counsel to the Capital Regional District on its C$800m (US$627m) Core Area Wastewater Treatment project. This includes a wastewater treatment plant (design-build-finance), a residuals treatment facility (design-build-finance-operate) and pump station upgrades, all near Victoria, BC. This multi-facility project will provide a modern wastewater treatment solution in the district, which takes into account the surrounding marine ecosystem.

Nuri Telecom in takeover agreement with Apivio Systems We acted as counsel to Nuri Telecom Company Ltd on its takeover bid for Apivio Systems Inc and ultimate agreement for C$24m (US$19m). Nuri is a publicly traded company listed on the KOSDAQ in Korea. This is one of the few successful takeover bids by a Korean company of a publicly listed Canadian company.

CNL Lifestyle Properties sells ski resort assets for C$830mWe advised CNL Lifestyle Properties Inc and its affiliates on the C$830m (US$650m) sale of ski resort assets and attractions, including the Cypress Bowl Ski Resort in West Vancouver, which was sold to Och-Ziff Real Estate Advisors. We provided strategic advice on transferring the Resort’s permits, a requirement of the deal, negotiated transfer terms with the Province and advised on consultation with local First Nations.

Bridgemans Services in international shipping projectsWe assisted Bridgemans Services Group LP with a number of projects using former ferries and purpose-built vessels as offshore accommodation at remote work sites, including a modernization project in Kitimat, BC, a windfarm in Europe and an LNG construction project in Australia. In addition to drafting ship purchase documents, charterparties and ship management agreements, we advised on complex ownership structures, customs, cabotage issues, regulatory agency approvals, environmental compliance, international security and immigration matters.

MARKET RECOGNITION

Tier 1Corporate/commercial: highly regarded – British ColumbiaTransportation: shipping


“The way they work together is very efficient. It’s seamless – I have never worked with a team that is so accessible and so practical.” Chambers Canada 2017


80 May 2018

We provide a full service offering to clients in Latin America. Our team of 60 lawyers is based in Rio de Janeiro, Sao Paulo, Mexico City, Bogotá and Caracas, but covers all of the region’s major markets, including Argentina, Chile and Peru. Our lawyers give local and international law advice (US and English) and have an excellent reputation in energy, mining and transport: we are also strong in infrastructure and life sciences. We represent major Latin American and international clients in: corporate and commercial transactions; banking and finance; dispute resolution and litigation (including international arbitration); employment and labor; regulation and investigations; and tax. Our lawyers work closely with colleagues throughout our spread of offices globally – with strong links to our North American (Houston, New York, Washington, DC, Calgary and Toronto) and London teams, in particular, giving clients access to our collective experience and our knowledge of global market trends. We have a strong disputes practice, including arbitration and investigations.

Latin America overview

CONTACT

Willie Wood+1 713 651 [email protected]

OFFICES BogotáCaracasMexico CityRio de Janeiro São Paulo

PRACTICE STRENGTHSAntitrust and competition Banking and finance Capital marketsCorporate, M&A and securitiesDispute resolution and litigation Employment and laborEnvironmental lawFood and agribusinessOil and gas

Power and utilitiesProjectsInsurancePublic and government financeReal estateRegulation and investigations RenewablesRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAir FranceBritish American TobaccoChina Development BankGran Tierra EnergyInternational Finance CorporationPEMEX Exploración y ProducciónShellStatoil

Global coverage – Latin America

May 2018 81

CLIENT WORK IN LATIN AMERICA

US$2.7bn financing agreed for Lima and Callao metrosWe acted on the US$2.7bn financing of the Lima and Callao metros in Peru, which included the largest bond offering supported by Peruvian government payment rights, to date. The funds were provided in four tranches: a US$1.15bn senior secured note offering to pay for construction of part of the metro’s second line; advising the lenders and the Italian export credit agency SACE as guarantor on a US$800m credit facility, provided by a consortium of international banks (the first time an ECA has fully guaranteed the Peruvian government’s obligations of this kind) advising a syndicate of seven lenders on US$300m of working capital to finance construction of the metro line; and assisting IDB with a US$450m credit facility to buy RPI-CAOs and finance part of the cost of building the metro line.

US Supreme Court takes up Puerto Rico bribery caseThe US Supreme Court granted certiorari in Bravo-Fernandez et al v United States in a case concerning an appeal filed by Hector Martinez-Maldonado, a former Senator in Puerto Rico, and Puerto Rico businessman Juan Bravo. The two men were initially convicted of an alleged bribery scheme in 2011 which was subsequently overturned on appeal in 2013. At Mr Martinez-Maldonado’s trial, the jury acquitted him on all but one charge – a violation of bribery in a federally-funded program. In 2013, the First Circuit Court of Appeals vacated the verdict for Mr Martinez-Maldonado and held that the trial court had improperly instructed jurors. The First Circuit then affirmed the trial court’s decision to allow a new trial despite the double jeopardy clause, which set up our successful petition for certiorari to the US Supreme Court.

LNG and power terminal is Panama’s largest power financingWe represented the multilateral and commercial lenders, including IFC, Bancolombia, Banco General, Global Bank and the Central American Bank for Economic Integration, on a US$535.5m financing of the US$1bn Costa Norte LNG-import terminal in Panama, and an associated 381MW power plant being developed by AES, the largest combined-cycle facility and first LNG terminal in the country. This is the largest power investment in Central America, to date, and won IJ Global’s Latin America power deal of the year in 2017.

MARKET RECOGNITION

Latin American power deal of the year(AES Colon combined cycle gas terminal)

IJ Global Awards 2017

Latin American solar deal of the year (El Pelícano Solar PV plant)

IJ Global Awards 2017


82 May 2018


Vale secures US$2bn syndicated revolving credit dealWe are acting for Vale SA on a US$2bn syndicated revolving credit facility arranged by Citibank NA, Credit Corporate and Investment Bank, RBC Capital Markets and The Bank of Nova Scotia. This is one of the largest cross-border syndicated loans to a Brazilian company to close in 2017.

FINRA files action against Scottsdale Capital AdvisorsWe acted for Scottsdale Capital Advisors and its founder, chief compliance officer and former general counsel, in an enforcement action filed against our client involving the sale of microcap securities by entities in Belize, Panama and the Cayman Islands. The action was filed by the Financial Industry Regulatory Authority Inc (FINRA), a US self-regulatory organization. After a trial in the summer, the hearing panel issued a decision against our clients, which we are appealing internally at FINRA and then, if necessary, to the US Securities and Exchange Commission and ultimately a federal court of appeal. In our defence, we have raised a matter of first impression – whether FINRA has the statutory authority to sanction broker-dealers for violations of the Securities Act of 1933. Based upon this argument, we sued FINRA in the Federal District Court for the District of Maryland seeking to enjoin the enforcement proceeding. The Court denied our request on the basis that our clients first had to exhaust their administrative remedies. We appealed to the Fourth Circuit, which upheld the District Court.

Private equity firms invest in Sierra Oil & GasWe advised Sierra Oil & Gas, the independent exploration and production company, on investment commitments made by several private equity firms. This was a landmark transaction given that Sierra Oil & Gas is Mexico’s first independent oil and gas company.


May 2018 83


Loan restructure enables OSX-1 FPSO transfer to NorwayOur Singapore, London, Hamburg, Frankfurt and Amsterdam offices assisted a syndicate of lenders led by DVB Group Merchant Bank (Asia) Ltd (DVB) with restructuring a loan to finance a floating production storage and offloading unit (FPSO) for OSX-1, a Dutch borrower, which had been operating in Brazilian waters and chartered to Brazilian operator OGX. The restructuring was linked to the insolvency of OSX-1’s parent organisation the EBX Group of Brazil, the subject of the biggest corporate insolvency in Latin American history. We advised on restructuring the loan, which required analysis of complex issues of English, Dutch and Brazilian law, as well as strategic issues related to the restructuring and, in particular, the requirements involved in exporting the vessel from Brazil to Norway. The restructuring involved innovative structures necessary to obtain requisite permissions to export the FPSO from the relevant Brazilian authorities; this process took more than two years to be agreed. The FPSO was disconnected and exported to Norway where the lenders enforced their mortgages through the Norwegian court. At time of publication, the FPSO was in the ownership of an SPV while the lenders continue to remarket it.

US$235m obtains financing for Mexico Solem PV projectsWe represented the lenders in a US$235m financing to build and operate two solar PV projects (Solem One and Two) in Aguascalientes in Mexico, among the first to obtain project financing after the country’s long-term clean energy auctions following its 2014 energy reforms. We acted on behalf of the Inter-American Development Bank Group, the International Finance Corporation, the Bank of Tokyo Mitsubishi UFJ Financial Group and Mexican development banks Banobras and Bancomext.


84 May 2018

Our Brazil practice, with offices in São Paulo and Rio de Janeiro, advises Latin American and global corporates and financial institutions in Brazil on a wide range of matters governed by New York, English, Canadian and international law. We have a strong outward investment practice, acting for Brazilian corporates on M&A projects, joint ventures, and equity and debt capital markets transactions undertaken outside Brazil, as well as for lenders, export credit agencies and multilaterals on project and other financings. We have an active dispute resolution practice, including arbitration, and a well-developed anti-corruption and bribery practice with a focus on independent investigations. We have long-established relationships with leading local law firms for Brazilian law issues.

Brazil (Rio de Janeiro and São Paulo)

LAWYERS IN BRAZIL

9PARTNERS IN BRAZIL

6CONTACT

Rio de Janeiro

Andrew Haynes+55 21 3616 [email protected]

São Paulo

Charles Johnson+55 11 3372 [email protected]

PRACTICE STRENGTHSAlternative dispute resolutionBanking and financeBankruptcy, financial restructuring and insolvencyBusiness ethics and anti-corruptionCapital marketsCommoditiesCorporate, M&A and securitiesDispute resolution and litigationEnergyFinancial institutions

Food and agribusinessInfrastructureInternational arbitrationMiningOil and gasPower and utilitiesProjectsRegulation and investigationsSecurities litigation, regulation and enforcementRenewablesRisk advisoryTransport

SELECTED CLIENTSBNDES – Banco Nacional de Desenvolvimento Econômico e SocialBridgestone AmericasChina Development BankCorporacion Andina de FormentoCredit SuisseINGLATAM AirlinesLouis Dreyfus GroupManabiParnaíba Gás NaturalPetroRioQueiroz Galvão E&PStatoil


January 2018 85

CLIENT WORK IN BRAZIL

ING and ECAs finance US$1.55bn Saquarema FPSO in BrazilOur London, Tokyo and Amsterdam teams acted for ING Bank and the export credit agencies (ECA) on the US$1.55bn project financing of the Saquarema floating production and storage offshore unit, which operates offshore Brazil. The financing is supported by Japanese and Dutch ECAs NEXI and Atradius, respectively, with part of the Atradius financing being re-issued with Italian ECA SACE and UK ECA UK Export Finance.

LATAM Airlines in US$275m financing for aircraft and partsWe advised LATAM Airlines on a US$275m revolving credit facility secured in order to purchase aircraft, engines and spare parts, with collateral located in multiple jurisdictions. We also advised on our client’s commercial financing of several A350 and A320 aircraft; LATAM Airlines was the aircrafts’ launch customer in Latin America.

Itafos proposes to acquire all shares in Stonegate AgricomWe advised Itafos on its proposed acquisition of Stonegate Agricom Ltd, a producer of phosphate-based fertilizers and related products in central Brazil by way of a plan of arrangement to acquire all issued and outstanding shares not already owned by Itafos. Itafos is a producer of phosphate-based fertilizer operations, management, marketing and finance.

Soy bean joint venture subject to antitrust scrutiny We assisted with the antitrust aspects of a Brazilian joint venture which produces soy beans for export to Asia, including merger control filing requirements in China, Korea and Taiwan, among other jurisdictions. The joint venture is owned by three shareholders, which are among the largest soy bean exporters to Asia. The transaction is expected to be subjected to close scrutiny by regulators as Brazil’s agricultural sector, and particularly soy bean production, remains sensitive.

Vale secures finance for Canadian exportsWe acted on a US$775m syndicated pre-export finance facility for Vale SA and Vale Canada Ltd for Canadian export projects, including the Long Harbor nickel processing plant in Newfoundland and Labrador, as well as for Vale’s international operations to buy Canadian goods and services, or to support Vale exports, involving signed contracts with Canadian suppliers.


86 May 2018

Mexico is Latin America’s second-largest economy and a major oil producer and exporter. We provide a full service offering to clients throughout Mexico and have a well-established office in Mexico City. Our lawyers have significant experience of representing Mexico-based businesses in their domestic and cross-border interests, as well as international investors expanding their operations in Mexico. We have broad experience of the Mexican oil and gas industry with a track record of advising banks, export credit agencies and multilaterals. In 2017, we acted on numerous bidding processes under Mexico’s long-term clean energy auctions. We also represent clients on various renewables transactions.

LAWYERS IN MEXICO CITY

12PARTNERS IN MEXICO CITY

3CONTACT

Raquel BierzwinskyMexico City +52 55 3000 0608New York +1 212 408 5219raquel.bierzwinsky@ nortonrosefulbright.com

Hernán González Estrada +52 55 3000 [email protected]

PRACTICE STRENGTHSBanking and finance Bankruptcy, financial restructuring and insolvency Capital marketsCorporate, M&A and securitiesDispute resolution and litigationInternational arbitrationOil and gasPrivate equity and venture capitalProjectsRegulation and investigations RenewablesRisk advisory Securities litigation, regulation and enforcement

SELECTED CLIENTSHanwha Q CELLSInternational Finance CorporationNorth American Development BankPEMEX Exploración y ProducciónSinohydro

Mexico (Mexico City)


May 2018 87

CLIENT WORK IN MEXICO CITY

Energy reforms spawn first production sharing contracts

We acted for Sierra Oil and Gas on the bidding processes involved in the oil and gas round one bid process for shallow waters (both exploration and extraction) and mature onshore areas, arising from the historic amendment of the Mexican constitution to reform the energy sector. We also secured and signed the first two production sharing contracts to be executed in Mexico, together with financing arrangements relating to its upstream instrument in Mexico. We have also represented more than 15 international and Mexican companies in different aspects of the oil and gas round one bid process for exploration and extraction arising from Mexico’s energy reforms.

Investors in US$1.3bn sale as renewables potential growsOur team in Mexico worked with our lawyers in Milan, New York and London on the US$1.3bn sale of 80 percent of a portfolio of eight renewables projects in Mexico which will be operated by Enel Green Power SpA. The sale was executed via a newly formed Mexican holding company (Holdco), which indirectly owns the renewables portfolio, as a ‘build, sale and operate’ contract. Mexico is expected to be one of the most attractive markets for renewable power generation and the first sizeable market in which further development is not dependent on special feed-in tariffs, tax credits or other financial incentives. The 1.7 GW portfolio consists of solar, wind and hydroelectric projects, some of which are under construction. The transaction is subject to approval by the Mexican antitrust authorities. We continue to work with Enel Green Power SpA on the project financing of five new solar projects under construction as it accelerate its growth in the Mexican renewables sector.

LNG deal includes US gas exports to MexicoWe represented an international energy company on its acquisition of an LNG project in Mexico, together with related issues, including the export of US natural gas into Mexico, its transport to a floating liquefaction terminal, and its redelivery within Mexico and export to foreign markets.

Mexichem secures US$1bn facility from JP Morgan ChaseWe assisted JP Morgan Chase Bank NA and a syndicate of nine banks with a US$1bn guaranteed three-year revolving credit agreement for Mexican industrial group Mexichem SAB de CV.


88 May 2018

Our Bogotá office offers clients an integrated domestic and international service in this emerging, resource-rich market. Colombia is well ranked for transparency and ease of doing business and has seen increasing foreign investment. Our lawyers represent international investors in M&A and financings for some of the regions’ most important oil and gas and mining projects, with advice on structuring investments and divestments of Colombian assets in a tax-efficient manner, while providing flexibility for joint ventures and spin-offs. Our lawyers are fluent in English, Spanish, Portuguese and French, and are particularly recognized in banking and finance, corporate, environmental, employment and labor and tax; as well as for experience in energy, mining, infrastructure, life sciences and healthcare, and transport.

Colombia (Bogotá)

LAWYERS IN BOGOTÁ

15PARTNERS IN BOGOTÁ

4CONTACT

Luis Carlos Neira+57 1 746 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeCorporate, M&A and securitiesDispute resolution and litigationEmployment and labor Environmental lawInfrastructurePublic and government financeReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAmerican Air LiquideAnglo Gold AshantiAshmoreBancolombiaBraserv PetróleoBridgestone FirestoneBureau VeritasCODADEmpresa de Energía de BogotáEnergizerExport Development Canada (EDC)Financiera de Desarrollo NacionalGran Tierra Energy IncIFC

The Boston Consulting GroupLitomédicaLQA FundsLundin Gold CorpMaersk Drilling DeepwaterNEM MiningParex ResourcesPuertos, Inversiones y Obras SASPuma EnergySmith & NephewSGSSloane EnergySociedad Portuaria Puerto SoloRed Kite Mine FinanceTVS Colombia


May 2018 89

CLIENT WORK IN COLOMBIA

Lundin Gold develops US$1.2bn Ecuador gold projectOur lawyers in London, Ottawa and Bogotá are assisting Lundin Gold Inc and its subsidiary Aurelian Ecuador SA on all aspects of developing and financing the first international mining project to be completed in Ecuador – the US$1.2bn Fruta del Norte gold project. Our work included negotiation with government departments for an exploitation agreement for our clients’ investment into Ecuador.

Continental Gold obtains C$250m to develop Buritcá mineOur teams in Bogotá, Ottawa and Toronto acted as counsel for RK Mine Finance Bermuda 1 Ltd on its credit facility to Continental Gold Ltd for C$250m (US$200m), plus a C$25m (US$20m) equity investment, the largest project financing in the Colombian mining sector, to date. The funds will be used for the large-scale development and construction of the Buritcá gold mine project.

RK Mine finances Aurcana’s La Negra and Shafter mines Our lawyers in Bogotá, Washington, DC, Ottawa and Toronto represented RK Mine Finance Trust as lender to Aurcana Corporation’s La Negra Mine in Mexico and the Shafter Mine in Texas, US, on all aspects of financing the project.

Gran Tierra Energy acquires PetroamericaWe advised Gran Tierra Energy Inc on the acquisition of Petroamerica, including due diligence and filing with the Superintendency of Industry and Commerce.

Anglo American Colombia buys mining titles

We advised Anglo American Colombia on its acquisition of 100 percent of four mining titles held by Mineros SA, in Antioquia, Colombia. Our work included the due diligence process, drafting and negotiating contracts and closing, as well as ongoing support in fulfilling obligations.

New Puerto Antioquia structured under EPC schemeWe advised Sociedad Portuaria on the legal structuring of the tender process for the appointment of a contractor to construct a multi-purpose port under an EPC scheme.

MARKET RECOGNITION

Tier 1 Energy and infrastructure: mining

IFLR1000 Latin America – Colombia 2014-2017


90 May 2018

Our Caracas office is one of Venezuela’s largest and most trusted legal practices. Our team of lawyers addresses the needs of multinationals operating in Venezuela, providing legal services across a wide range of industries. We offer a full-service practice, including corporate and commercial law, dispute resolution and litigation, employment and labor, regulation and tax. We have a leading energy practice in Venezuela. We handle a multitude of cases before various courts and have experience in both domestic and international litigation for foreign investors. We also have a highly experienced administrative and constitutional law team, who can consider the implications of public law in any project under consideration – whether partnering, acquiring a concession or other license rights from, negotiating with, or providing services to the state and state-owned companies. Our lawyers are bilingual in English and Spanish, with additional languages such as French, Italian and Portuguese.

Venezuela (Caracas)

LAWYERS IN CARACAS

28PARTNERS IN CARACAS

14CONTACT

Juan Carlos Pró-Rísquez+58 212 276 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnergyInsuranceMiningOil and gasPublic and government financeReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTax

SELECTED CLIENTSAir FranceAllianz AlstomBrinksBritish American TobaccoBUPACimolaiCNPCDelta AirlinesDirecTVGeneral ElectricJohnson & JohnsonLG

MitsubishiMSD PharmaceuticalNestléNomura SecuritiesNovartisPepsiCoPfizerPhilipsReckitt BenckiserScotiabankShellSociété GénéraleTesco Corporation


May 2018 91

CLIENT WORK IN VENEZUELA

European oil producer raises US$9bn for Venezuelan exportsWe assisted a Europe-based oil producer and its wholly-owned oil trading company with six separate financings with an aggregate value of US$9bn as prepayment in full to PDVSA Petróleo SA, a wholly-owned affiliate of Petróleos de Venezuela SA for the export and sale of oil, and oil products, produced in Venezuela. These transactions were governed by English and Venezuelan law.

Oil and gas companies in landmark conversion processWe advised a large group of international oil and gas companies to accommodate their migration to become joint venture companies, as proposed by the Venezuelan government. This involved modifying association agreements and operating services agreements, as well as providing advice on regulation, public law, labor, tax and investment matters.

Groupe Casino sells stake in supermarkets ownerWe advised French mass retailer Groupe Casino on legal matters related to the sale of a majority of its shareholding participation in supermarket chain owner Cativen to the Venezuelan government.

Bekaert in injunction against Labor Inspector Office We acted in a constitutional injunction heard by the Supreme Tribunal of Justice against a decision from the First Administrative Court that allowed the Labor Inspector Office to reinstate a group of workers to their previous positions after being dismissed. The Supreme Tribunal of Justice considered that Bekaert had a legitimate right to plead, and granted a preliminary injunction suspending the effects of the Labor Inspector Office decision, preventing any sanctions against the company for not complying with the Labor Inspector Office decision.

International company in antitrust proceedingWe successfully defended an international technology and manufacturing company in proceedings before the Venezuelan antitrust authorities regarding alleged exclusionary practices and unfair competition methods in the commercialization of certain products in Venezuela.

MARKET RECOGNITION

Tier 1Corporate/M&A Dispute resolutionEnergy and natural resourcesLabor and employmentTax

Chambers Latin America – Venezuela 2018, 2017


92 May 2018

As one of the best-resourced law firms in Asia Pacific, we are instructed on many of the region’s most prominent cross-border transactions involving jurisdictions including Australia, China, Indonesia, Hong Kong, Tokyo, Malaysia and Thailand to Bangladesh, Cambodia, Myanmar, Papua New Guinea, the Philippines, Singapore, South Korea, Sri Lanka, Pakistan and Vietnam. Our service across the region and globally sets us apart from our competitors. We provide risk advisory and legal services to some of the largest listed and non-listed corporations, governments and public authorities. In particular, we are known for our depth and breadth of experience in financial institutions, energy, infrastructure, mining and commodities, transport, technology and innovation, and life sciences and healthcare.

Asia overview

CONTACT

Psyche Tai+852 3405 [email protected]

Yu-En Ong+65 6309 [email protected]

OFFICES BangkokBeijingHong KongJakarta*

Port MoresbyShanghaiSingaporeTokyo

*TNB & Partners in association with Norton Rose Fulbright Australia

PRACTICE STRENGTHSAntitrust and competitionAsset and wealth managementAsset financeBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborEnvironmental lawFranchisingGovernment contractsInfrastructureInsurance

Intellectual propertyInternational arbitrationIslamic financeHealth and safety lawPower and utilitiesProduct liabilityProjectsReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementStructured finance and commodity financeTax

Global coverage – Asia

May 2018 93

CLIENT WORK IN ASIA PACIFIC

Angola to double installed hydropower capacity We are acting for the Ministry of Finance of the Republic of Angola in a US$4.1bn Sinosure-backed financing to build Angola’s largest power project – the 2.1GW Caculo Cabaça hydropower project in the Middle Kwanza basin. This is expected to more than double the country’s installed hydropower capacity. The project comes on the heels of the construction of the 2GW Lauca hydropower project and is expected to be the first of five new hydropower projects forming part of the Angolan national program for development of the Middle Kwanza basin. The facility agreement was signed in Beijing on 5 December 2016 by, among others, the Finance Minister of the Republic of Angola.

US$4.8bn deal marks consolidation of PRC real estateWe assisted China Overseas Land & Investment with its US$4.8bn (RMB31bn) acquisition of CITIC Group’s residential-focused property portfolio in China. The M&A deal, which closed in September 2017, is the largest in the Chinese property market, to date, and marks a significant consolidation of the sector among the two state-owned enterprises. The portfolio constitutes 24 million square meters of real estate in 25 cities across China with total assets and net assets worth approximately US$18.5bn (RMB120bn) and US$3bn (RMB20bn), respectively. China Overseas Land, one of the largest property developers in China, listed on the Hang Seng index, will issue 10 percent of its enlarged share capital to CITIC and will also transfer a property portfolio to CITIC. CITIC is one of PRC’s largest state-owned conglomerates

HSBC in US$2.5bn and US1bn share buy-backsWe advised on the Hong Kong law aspects of HSBC’s on-market share buy-backs, valued at US$2.5bn and US$1bn, respectively. Given HSBC’s primary dual listings on the London Stock Exchange and the Hong Kong Stock Exchange, the transaction required close co-ordination with our colleagues in London on Hong Kong’s listing rules, its buy-back code and on the regulatory implications of the transactions. The buy-backs required consultation with various Hong Kong regulators. The first buy-back was a rare example of repurchased shares in a Hong Kong-listed entity being held in treasury; this required analysis of how the transaction would work in the context of the Hong Kong regulatory requirements.

MARKET RECOGNITION

Tier 1Myanmar: foreign firms

Legal 500 Asia Pacific 2018, 2017

Islamic finance Shipping finance

Chambers Asia Pacific – Asia Pacific-wide 2012-2017

General Business Law: International Firms

Chambers Asia Pacific 2018 – Myanmar

General Business Law: desks based abroad (Singapore)

Chambers Asia Pacific 2018 – Brunei

Projects and energy (International firms) (Desk Based Abroad in Singapore)

Chambers Asia Pacific 2018 – India


94 May 2018


Edra Global sells US$2.3bn of power assets to China NuclearOur Singapore and London teams acted for Edra Global Energy Bhd. a subsidiary of the Malaysian State fund 1MDB, on the MYR 9.83bn (US$2.3bn) sale of 5,594MW of power assets to a subsidiary of China General Nuclear Power Corporation (COGNAC). This is one of the most significant recent power deals in Asia, not only for its size, but also because it required Cabinet intervention to lift Malaysia’s foreign ownership restrictions. CGNPC assumed all gross debt as at 31 March 2015. Edra is the second largest independent power producer in Malaysia and the largest independent power producer in Egypt. The power assets consist of around 3,112MW in Malaysia and 2,482MW in Egypt, Bangladesh, Pakistan and the UAE, and are a mix of gas-fired and coal-fired thermal plants. The deal marks the first major milestone in Malaysia’s 1MDB rationalisation plan.

China Development Bank in major US$ loan to QingdaoWe acted for China Development Bank on its largest US dollar loan in recent years to a US subsidiary of Qingdao Haier to support its acquisition in June 2016 of General Electric’s appliance business. We advised the bank on documentation during the bid phase, as well as due diligence on the acquisition, drafting and finalising the acquisition finance documents (including certain fund period and related conditions), negotiating on behalf of the bank on escrow arrangements as well as the closing of the acquisition and sub-participation of the acquisition loan by three other on-shore and off-shore lenders.

US$19bn CSG-to-LNG project is one of biggest in Asia PacificWe are advising one of Asia Pacific’s largest coal seam gas (CSG) to liquefied natural gas (LNG) projects, on front-end risk, security of payment, alternative dispute resolution and ICC arbitration. Additionally, we are working together with a local project team to provide daily support with a construction contract close out prior to performance lender tests to fully commission the project. The project is valued at US$19bn (A$25bn).


May 2018 95


China Overseas Land buys CITIC’s property for US$4.8bnWe advised state-owned China Overseas Land & Investment Limited (COLI), one of China’s largest property developers, on its US$4.8bn acquisition of CITIC Group’s residential property portfolio. This comprises property across 25 cities in China with a total gross floor area (GFA) of 24 million square meters. The total assets and net assets involved were valued at about US$18.5bn (RMB120bn) and US$3bn (RMB20bn), respectively. COLI will acquire the assets by issuing 10 percent of its enlarged share capital and transferring a portfolio of COLI properties to CITIC. CITIC is also one of China’s largest state-owned conglomerates. This is the largest M&A transaction in the China property sector, to date, marking a major consolidation of China’s real estate sector.

Chinese banks finance world’s largest solar project in PakistanWe assisted Chinese banks and export credit agencies with the financial close of the first three phases of a 900MW solar energy park in Pakistan, expected to be the largest of its kind in the world. The project, to be developed by Zonergy in Pakistan, is part of Pakistan’s plan to reduce its dependence on oil and natural gas. The Quaid-e-Azam Solar Power Park, to be built in the Cholistan Desert, Punjab, by 2017, is part of its target to add 10GW of renewable energy capacity by 2030 and to replace 10 percent of the diesel currently used with biodiesel by 2025. Export-Import Bank of China (CEXIM) is acting as agent for phase I of the project, as well as a syndicate of lenders, comprising CEXIM and China Development Bank. CEXIM and Bank of Jiangsu will finance phase II, and CEXIM and Bohai Bank will finance phase III. The project is expected to power more than 300,000 homes in Pakistan when complete.

US$2bn cross-border business process outsourcingWe advised a major global financial institution on a US$2bn business process outsourcing of facilities management, project management and general real estate functions. This included supporting technology platforms in over 22 Asian jurisdictions, including Bangladesh, Brunei, China, Hong Kong, India, Indonesia, Malaysia, Nepal, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam. We advised on the strategic approach and structure of the transaction in the context of the regulatory risk profile of the countries involved, and on engagement with local counsel and on data privacy compliance, leveraging technological solutions and lower risk geographies.


96 May 2018


Standard Chartered in US$1.2bn Olombendo FPSO financingWe advised Standard Chartered Bank in Singapore as the documentation bank on behalf of a syndicate of lenders for the US$1.2bn limited recourse project financing of Bumi Armada Berhad’s first floating production, storage and offloading (FPSO) vessel in Angola. Called the ‘Armada Olombendo’, the FPSO is being converted at Singapore’s Keppel Shipyard at an estimated cost of more than US$1.5bn, under a charter contract with Eni SpA. Once complete, the FPSO will operate at the Block 15/06 East Hub oil field, offshore Angola. The syndicate of lenders are Standard Chartered Bank, Société Générale, Natixis, Sumitomo Mitsui Banking Corporation, Intesa Sanpaolo SpA, Korea Development Bank, KFW Ipex-Bank, National Bank of Abu Dhabi, OCBC Bank (Malaysia) and Crédit Industriel et Commercial. The facility comprises a term loan, a letter of credit and a bank guarantee and the borrower is Armada Cabaca Ltd, a company incorporated in the Marshall Islands and owned by Bumi Armada Berhad, a Malaysia-listed company. This marks Bumi Armada’s largest project financing, to date.

PacificLight Group refinances US$800m facilitiesOur Singapore, Hong Kong and London teams advised the lenders on refinancing US$800m in term and structured credit facilities to PacificLight Group to develop a 771MW combined cycle project at Jurong Island, Singapore. The bank group, led by Malayan Banking Berhad and comprising Export Import Bank of Malaysia Berhad and Standard Chartered Bank, provided a term facility of US$700m and credit facilities of US$230m and US$100m. We previously advised the lenders for the original financing to GMR Group to develop the project, one of the first merchant power plants in Asia.

JX Nippon Oil pays US$430m for Petronas LNG trainWe assisted JX Nippon Oil & Energy with its US$430m acquisition of a 10 percent stake in Petronas LNG 9 Sdn Bhd, which owns the ninth LNG liquefaction train within the Petronas LNG complex in Bintulu, Sarawak, Malaysia. The train is expected to commence commercial operations in the first quarter of 2017 with a production capacity of 3.6 million tons per annum. As part of the transaction, JX also secured rights to assist Petronas in marketing a portion of its LNG portfolio. The transaction is expected to complete on 1 July 2017.


May 2018 97


Alibaba pays US$265m for South China Morning PostWe advised Hong Kong-listed South China Morning Post Group (SCMP), now known as Armada Holdings Ltd, publisher of the flagship South China Morning Post broadsheet newspaper, on the US$265m (HK$2.06bn) sale of its media business to Alibaba Group. The sale included the company’s newspaper, magazine, recruitment, outdoor media, events and conferences, education and digital media assets, among them the Sunday Morning Post, digital platform SCMP.com and related mobile apps, and two Chinese websites, Nanzao.com and Nanzaozhinan.com.

Pakistan taps global capital markets with US$1bn SukukWe assisted the Islamic Republic of Pakistan with accessing the global capital markets as a viable platform for longer-term international investment by issuing a US$1bn Sukuk, its fourth since 2014. We advised Pakistan on its three previous Sukuk issues: a US$2bn eurobond in April 2014; a US$1bn Sukuk in December 2014; and a US$500m bond in October 2015. The Sukuk, which closed in October 2016, due in 2021 were offered under Rule 144A and Regulation S of the US Securities Act of 1933 to investors in the US and internationally, and admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s Euro MTF market. Shariah-compliant Sukuk issuance is appealing to an increasingly diverse range of investors and the proceeds of sovereign Sukuk are providing significant help to governments seeking to build reserves and fund large infrastructure projects, among other things.


98 May 2018

China is a major world economy and our growing presence in the country is important to our clients, particularly those in the energy, technology and innovation, financial institutions and infrastructure, mining and commodities sectors. We have offices in Beijing and Shanghai, the government and commercial centers of China, respectively. We practice English and New York law, advising local and international financial institutions and corporations on both foreign and domestic investment.

China (Beijing and Shanghai)

LAWYERS IN CHINA

24PARTNERS IN CHINA

7CONTACT

Beijing Yi Wang+86 10 6535 [email protected]

Shanghai Hong Sun+86 21 6137 [email protected]

PRACTICE STRENGTHSAcquisition finance and corporate lendingBanking and financeCorporate, M&A and securitiesEnergyIntellectual propertyInternational arbitrationMiningPower and utilities Projects Regulation and investigationsRenewablesRisk advisoryShipping

SELECTED CLIENTSAXABank of ChinaCCB Financial LeasingChina Africa Development FundChina Datang Overseas InvestmentChina Development BankChina International Water & Electric CorpChina Machinery Engineering CorpCNOOC International EnergizerExport-Import Bank of ChinaFosunHSBCHuadian Fuxin Energy CorporationIndustrial and Commercial Bank of ChinaOmnicom Media GroupPowerChinaShandong GoldShandong Ruyi Technology Group.Shanghai Electric GroupState Development and Investment CorpTrammoVolkswagen AG


May 2018 99

CLIENT WORK IN CHINA

Huadian is finalist in bids for Infinis Energy wind farmsWe are assisting Huadian with its bid to acquire Infinis Energy’s wind farms business, which if successful will mark the first major acquisition by a Chinese company in the UK’s renewables sector and give it a leading position in the country’s offshore wind generation sector. The scope of our work includes acquisition financing from China Construction Bank Corporation. Huadian, one of China’s five state-owned national power producers, is a finalist in Terra Firma’s auction of a 409MW portfolio of wind farms owned by Infinis Energy, one of the UK’s largest onshore wind generators. The bid is Huadian’s first and largest foray into the UK. Terra Firma is looking to execute a swift sale and Huadian’s bid proposal included a finalized and signed facility agreement (executed within a very short time frame). We assisted with due diligence, preparing the bid documents, and preparing and negotiating the SPA and the finance documents.

China Glass secures loan for Nigerian facilityWe are acting for China Development Bank Corporation on its loan to CNG Glass (Nigeria) FZE to build a glass production facility in the Ogun Guangdong Free Trade Zone of Nigeria, the first state-level foreign economic and trade cooperation zone in Africa. The loan facility is backed by a guarantee issued by China Glass Holdings Ltd, CNG Glass’s Hong Kong Stock Exchange-listed parent company. The guarantee was secured by, among other assets, mortgages over properties located in China. This is China Glass Holdings’ first glass production facility in Africa, marking a first step in expanding its customer base in Africa. Once completed, the glass production facility will have a total site area of approximately 272,000 square meters with a capacity to produce 500 tons of glass daily.

US$4bn JV launches Chinese cruise line as demand risesWe advised China Investment Corporation (CIC), the Chinese sovereign wealth fund, on creating a US$4bn joint venture with cruise operator Carnival Corp and China’s largest shipbuilder China State Shipbuilding Corporation (CSSC) to launch a Chinese cruise line. Asia, and China in particular, is becoming a huge market for the cruise industry, driven by aging populations and the development of innovative, feature-rich vessels to accommodate individual passenger preference and to extend services to a broader range of ages. CIC and CSSC will own 60 percent of the joint venture and Carnival Corp will own the remainder.

MARKET RECOGNITION

Tier 1Project development (foreign firms)

IFLR1000 – China 2018

Projects and energy: foreign firms

Legal 500 Asia Pacific – China 2017, 2018


100 May 2018

Hong Kong is a leading center for international trade and finance. We have a long history in Hong Kong and strong, established relationships with a range of financial institutions, corporates and other key commercial organizations. We have an excellent track record in managing large and complex transactions, projects and disputes in the domestic market, mainland China and internationally. We advise on English, Hong Kong and US law.

Hong Kong

LAWYERS IN HONG KONG

85PARTNERS IN HONG KONG

22CONTACT

Psyche Tai+852 3405 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeCapital marketsConstruction and engineering Corporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigation Financial services and regulationFinTechInsuranceIntellectual propertyInternational arbitrationIslamic financePrivate equity and venture capital Regulation and investigations Risk advisorySecurities litigation, regulation and enforcementShippingStructured finance and commodity financeTechnology and innovation

SELECTED CLIENTSAIGArmada Holdings LtdBank of China (Hong Kong) LtdBNP ParibasCathay Pacific Airways LtdChina Construction BankDelta GeneraliHSBCIRCLouis DreyfusPrudential plc Société Générale Standard CharteredTechtronic Industries


May 2018 101

CLIENT WORK IN HONG KONG

Zoomlion sells Changsha unit to PRC investors for US$1.7bnWe advised Zoomlion Heavy Industry Science and Technology Co Ltd, a main board-listed company, on its RMB11.6bn (US$1.68bn) sale of 80 percent of its Changsha Zoomlion Environmental Industry Co Ltd subsidiary to four PRC investment holdings, including Infore Holding and Hony Investment Changsha. Zoomlion makes and sells environmental sanitation equipment. The sale, completed in May 2017, constitutes a major transaction under the Hong Kong Stock Exchange listing rules.

China Foods in HK$5bn business sale to main shareholderWe represented China Foods Limited on the HK$5bn (US$650m) sale of its wine and non-beverage businesses to its controlling shareholder China Foods (Holdings) Ltd. The businesses in the deal produce and distribute products under the Greatwall brand from five production plants in China and five wineries in and outside of China. After the disposal, China Foods will become the only focused beverage platform of COFCO Group to enhance cooperation with The Coca-Cola Company. China Foods proposed a special dividend of HK$0.93 (US$0.12) per share to its shareholders.

Sino-Ocean and KKR buy stakes in Beijing Capital JudaWe advised PRC outlet projects developer and operator Beijing Capital Juda Ltd on its issue of a combination of new ordinary shares and perpetual convertible bond securities to two strategic and financial investors, Sino-Ocean Group Holding Ltd and KKR, for HK$1.5bn (US$191m). The deal, which completed in July 2017, will give Sino-Ocean a 16 percent stake in Capital Juda, while KKR will own approximately 12 percent, in each case on a fully diluted basis.

MARKET RECOGNITION

Asia Pacific legal advisor of the yearIJ Global awards 2017

First in Asia Equity IPO: legal advisor – manager(by deal count)

Bloomberg Q1 – Q3, 2017 (excluding Japan)

Tier 1Antitrust and competitionAsset finance (including aviation and shipping finance)Legal 500 Asia Pacific – Hong Kong 2018


102 May 2018

Singapore is the leading hub for Southeast Asia business and a global center for investment-related international arbitration. We have one of the largest international law firms in Singapore, recognized for our strengths in aviation, shipping, energy, financial services, technology, infrastructure and commodities. Our practice has a strong cross-border element. We are one of the few international law firms permitted to advise on aspects of Singapore law. We also practice English law, advising leading global and regional corporations on transactions in Singapore, Indonesia, India, Malaysia, Vietnam, China, Hong Kong, the Philippines, Pakistan, Cambodia, Thailand, Sri Lanka and Bangladesh.

Singapore

LAWYERS IN SINGAPORE

66PARTNERS IN SINGAPORE

20CONTACT

Yu-En Ong+65 6309 [email protected]

PRACTICE STRENGTHSAntitrust and competitionAsset financeAviation Banking and finance Bankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securities Financial services and regulationInsuranceInternational arbitrationIslamic financeProjects Regulation and investigations Risk advisorySecurities litigation, regulation and enforcementShipping Sports law

SELECTED CLIENTSAccentureANZAsian Development BankAXABHP BillitonBNY MellonCitibankDBS Bank Deutsche BankFMOInternational Finance CorporationMalaysia Airlines Sports HubStandard Chartered BankUnited Overseas Bank


May 2018 103

CLIENT WORK IN SINGAPORE

Tenaga Nasional Berhad returns to debt markets after decadeWe assisted Tenaga Nasional Berhad, Malaysia’s largest electricity utility company, with its first foray into the international Sukuk market by establishing its US$2.5bn multicurrency Sukuk issuance program, and its first issuance under the program – a 10-year US$750m Sukuk issuance. This marks the return of TNB to the international debt capital markets after more than 10 years.

Refinancing for Trans Thailand–Malaysia gas pipeline We advised Trans Thailand-Malaysia (Thailand) Ltd on its refinancing of a US$195m loan by HSBC, Sumitomo Mitsui Banking Corp and the Bank of Ayudhya Public Co Ltd and, separately, we advised Trans Thailand-Malaysia (Malaysia) Sdn Bhd on its additional facility of US$12m from HSBC. Petronas of Malaysia and PTT Public Co Ltd of Thailand are 50:50 joint partners in both companies, which have developed and are operating the offshore gas pipeline in the Malaysia-Thailand joint development area in the Gulf of Thailand.

Frasers Centrepoint in suite of real estate financingsWe have advised Frasers Centrepoint Ltd on three real estate cross-border asset acquisition financings, including a A$620m (US$473m) financing obtained by Frasers Logistics & Industrial Trust (FLT), where part of the proceeds went towards the acquisition of the initial portfolio properties to be injected into FLT in connection with its S$903m (US$664m) public offering listing on the Singapore Exchange, the exchange’s biggest new listing since 2013, and also the first and largest REIT listed in Singapore with a pure-play Australian mixed asset portfolio. We also advised Frasers Hospitality UK Holdings Ltd, the owner of a leading UK hotel chain Malmaison Hotel du Vin Group and Frasers Property Holdings (Thailand) Co Ltd on a separate loan for certain acquisitions. Frasers Centrepoint is one of Singapore’s top property companies with total assets of S$24bn (US$18bn) as at 30 September 2016.

MARKET RECOGNITION

Tier 1Asset finance: foreign firmsFinancial services regulatory: foreign firms International arbitrationTMT: foreign firms

Legal 500 Asia Pacific – Singapore 2009-2018

Shipping: international finance

Chambers Asia Pacific – Singapore 2009-2017

General business law, BruneiProjects and energy, India Desk based abroad, Singapore

Chambers Global 2017


104 May 2018

With extensive natural resources, Indonesia has a fast-growing emerging economy, attracting a wide range of international investors. Our associate firm TNB & Partners is strategically positioned in Jakarta, Indonesia’s financial and commercial center, and has developed strong corporate, commercial, and banking and finance practices.

Indonesia (Jakarta)

LAWYERS IN JAKARTA

16PARTNERS IN JAKARTA

4CONTACT

TNB & Partners* Tasdikiah Siregar+62 21 2695 [email protected]

*in association with Norton Rose Fulbright Australia

PRACTICE STRENGTHSAviationCapital marketsCorporate, M&A and securitiesDispute resolution and litigation Food and agribusinessInfrastructureInsuranceMiningOil and gasPower and utilitiesProjects Real estateRegulation and investigations Risk advisorySecurities litigation, regulation and enforcement

SELECTED CLIENTSAT KearneyBangkok BankBechtelCommonwealth Bank of AustraliaDeutsche BankEnergizerFinders ResourcesG-Resources GroupHalliburtonInternational Finance CorporationJX NipponMedco Power IndonesiaNoble GroupOracleOrix AviationQBESandvikSumitomo Mitsui Finance and Leasing Co Ltd


May 2018 105

CLIENT WORK IN INDONESIA

G-Resources’ US$775m leveraged buyout of Martabe mineWe advised G-Resources Group, a Hong Kong-listed company, on the Indonesian law aspects of its sale of a 95 percent stake in Indonesia’s Martabe Mine – one of the largest leveraged buy outs of a gold-producing asset globally. G-Resources, which acquired the mine in 2009 from OZ Minerals, sold its stake to a consortium, which included EMR and Farallon Capital for US$775m.

PT Jakarta tank terminal completes financial restructuringWe advised Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO) on the US$100m restructuring and upsizing of term facility financing to PT Jakarta for its Vopak tank terminal in the Port of Jakarta. The negotiations and documentation were completed in record time and the financing was arranged mainly out of the Netherlands and Singapore.

Indosat in US$600m strategic alliance with IBM in IndonesiaWe advised Indosat, one of Indonesia’s largest telecommunications operators, on a strategic partnership and IT outsourcing arrangement with IBM. We structured, created, negotiated and implemented a technology services agreement for IBM to upgrade and transform Indosat’s IT infrastructure and services to accommodate the rapid deployment of high-quality telecommunications and IT solutions. Valued at US$400m, this is the largest such deal concluded in Indonesia. Simultaneously, our Australian technology lawyers structured, created, negotiated and implemented a US$200m strategic alliance between IBM, Indosat and its Lintasarta IT subsidiary to deliver software and cloud-based enterprise mobility solutions in Indonesia.

Halliburton in US$1.17bn Sarulla geothermal projectWe helped Halliburton to bring Indonesia’s largest single contract geothermal power project to fruition – the US$1.17bn Sarulla plant in North Sumatra. We advised on all relevant aspects of Indonesian law, including government licenses, permitting, drilling, environmental issues and bankability. We helped resolve key difficulties which had delayed the project for a decade, working with Indonesian regulators and agencies to accept international financing requirements, while assisting international companies to understand cultural differences in Indonesia.

MARKET RECOGNITION

Tier 1 Indonesia: aviation team is ‘extremely hardworking’, ‘commercially focused’ and ‘diligent’.Legal 500 Asia Pacific – Indonesia 2018


106 May 2018

Japan is one of the largest developed economies in the world with strong electronics, automotive, banking and shipping industries, among others. Our office in Tokyo advises prominent Japanese banks, government agencies, shipyards, trading houses, insurers and other major corporates on a range of legal issues, particularly in the banking, energy and transport sectors. Lawyers in our Tokyo office are qualified in the UK, US and Australia. We practice English and US law and regularly work with clients which are expanding into global markets, including Australia, the US and Brazil.

Japan (Tokyo)

LAWYERS IN TOKYO

15PARTNERS IN TOKYO

4CONTACT

George Gibson+81 3 5218 [email protected]

PRACTICE STRENGTHSAntitrust and competitionAsset finance (shipping and aviation) Banking and financeCapital marketsCorporate, M&A and securitiesDispute resolution and litigationProjects Regulation and investigationsSecurities litigation, regulation and enforcement Shipping

SELECTED CLIENTSBank of Tokyo Mitsubishi UFJ LtdBasell International Holdings BVCentury Tokyo Leasing Corporation Daiwa House Industry Co LtdDevelopment Bank of JapanItochu CorporationJapan Bank for International CooperationKonica Minolta Inc Kyocera CorpMarubeni CorporationMitsui & Co LtdMizuho Bank LtdNissan Motor Co LtdNisshin Seifun Group Inc ORIX CorporationSumitomo CorpSumitomo Mitsui Banking Corporation


May 2018 107

CLIENT WORK IN JAPAN

ORIX buys US$300m of shipping loan from RBSWe advised ORIX Corporation on its acquisition of approximately US$300m of shipping loans (primarily investment grade loans made to Greek borrowers) from the Royal Bank of Scotland. We prepared the transaction documents and advised generally on the structure of the transfer (with Germany’s Berenberg Bank assuming the agency and asset manager roles). We also advised on ship finance, M&A, employment law, competition and data protection. Our Japan team in London worked closely with our Tokyo lawyers to deliver a quality product to deadline.

Kyocera acquires SGS Tool for global expansion plantOur lawyers in Tokyo, London, New York, Houston and Washington, DC advised Kyocera Corporation on its 100 percent acquisition through a share purchase agreement of SGS Tool Company, a US-based solid tool manufacturing and sales company, a strategic move as the company seeks to expand its global business, including into the US cutting tool sector.

DCKK registers Y770bn bankruptcy proceedings We represented Japanese shipping company Daiichi Chuo Kisen Kaisha (DCKK) in registering Y770bn (US$6.8bn) bankruptcy proceedings in multiple jurisdictions around the world after it was forced to enter bankruptcy in September 2015. The matter, which was completed at the end of 2016, required the filing of proceedings in England, the US, Canada, Australia, Canada and South Africa.

Sumitomo acquires US-based Seymour Tubing from MitsuiWe are advising Sumitomo Corporation in its strategic acquisition of Seymour Tubing Inc, a US-based manufacturer of automotive carbon and stainless steel and steel tubing components, from Mitsui & Co Inc. Sumitomo is a major player in steel and steel tubing products used in mining, exploration, process manufacturing and pipeline distribution.

MARKET RECOGNITION

Tier 1Shipping: international firms and joint ventures

Legal 500 Asia Pacific – Japan 2013-2017


108 May 2018

As a newly industrialized country, Thailand has developed rapidly as a major exporter and a target for foreign direct investment. In addition to advising local businesses, our office in Bangkok advises on Thai law for investments for a range of regional and international organizations, particularly in the financial institutions and infrastructure sectors. We are experienced in inward investment transactions and in major projects.

Thailand (Bangkok)

LAWYERS IN BANGKOK

12PARTNERS IN BANGKOK

2CONTACT

PRACTICE STRENGTHSAsset financeBanking and financeBankruptcy, financial restructuring and insolvencyCapital marketsCorporate, M&A and securities InfrastructureInsuranceProjects Regulation and investigationsRisk advisorySecurities litigation, regulation and enforcement

SELECTED CLIENTSBangchak PetroleumBangkok BankBank of AyudhyaBTMUGeneral ElectricHSBCIRPCKASIKORNBANK Siam Commercial BankStandard Chartered BankTICONUnited Power of Asia

Somboon Kitiyansub+662 205 8509somboon.kitiyansub@ nortonrosefulbright.com


May 2018 109

CLIENT WORK IN THAILAND

US$800m wind farm project to be among Thailand’s largestWe are acting for Wind Energy Holding Co Ltd, one of South East Asia’s largest wind power operators, as sponsor on the US$800m development, construction and financing of five 90MW wind farms in the Nakon Ratchasima province of Thailand. The development is significant in scale, with five projects to be developed simultaneously using two different turbine manufacturers. It is also complex, procured under multiple contracts rather than a single EPC contract. Our role included drafting agreements for turbine supply, service and availability, design services and transmission line construction, as well as the balance of plant (civil and electrical) contracts. We also prepared the due diligence report.

BCPG acquires 33 percent stake in Star Energy Group We advised BCPG on expanding its power generation capacity through the acquisition of a 33 percent stake in Star Energy Group Holdings Pte Ltd, which operates three geothermal power plants in Indonesia. This gives BCPG 20 percent of the 34MW Wayang Windu power plant, (which has been operating at 127MW), 17.3 percent of the Salak power plant (with a total production capacity of 377MW), and 17.3 percent of the Darajat plant (with a production capacity of 271MW). The acquisition gives BCPG stakes in three top-tier geothermal power plants in Indonesia with a combined production capacity of 182MW. This, in turn, will increase BCPG’s total power generating capacity beyond 600MW across solar and wind projects based in Thailand, Japan and the Philippines.

Bangchak Petroleum in strategic Lithium Corp financingOur Thai, US and Canadian teams advised Bangchak Corporation Public Co Ltd (Bangchak), a Thai-based company listed on the Stock Exchange of Thailand, on its investment, through its subsidiary BCP Innovation Pte Ltd (BCPI), in a financing of Lithium Americas Corp (LAC) for an aggregate amount of approximately US$113m to advance the construction of LAC’s Cauchari-Olaroz lithium project in Jujuy, Argentina. LAC is an emerging lithium producer focused on a low-risk path to production. This investment is a landmark in Bangchak’s extension of its green energy initiative and also marks the increase in outgoing investments by Thai companies abroad.

MARKET RECOGNITION

“Proficient team on the ground, active on local issues, and also supported by an extensive international network for larger mandates and cross-border matters.” Chambers – Asia Pacific 2017


110 May 2018

We have a long history of working on transactions and projects connected with Papua New Guinea (PNG). We have done significant work for the PNG government and PNG private enterprises over many years. Members of our team have acted on high-profile PNG transactions and projects, advised on dispute resolution, and assisted with the development of legislation. We established a permanent local presence in PNG in November 2016 when we opened an office in Port Moresby. Our PNG team focus on key sectors, including infrastructure (private and public), financial services, energy and mining.

Papua New Guinea (Port Moresby)

LAWYERS IN PORT MORESBY

1 PARTNERS IN PORT MORESBY

1CONTACT

Karo Lelai+675 7263 [email protected]

PRACTICE STRENGTHSBanking and financeConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationOil and gasPower and utilitiesProjects

SELECTED CLIENTSBPChevronGovernment of Papua New GuineaKumul Consolidated HoldingsKumul Mining


May 2018 111

CLIENT WORK IN PAPUA NEW GUINEA

Star Mountain Plaza project in Port Moresby proceeds We are the leading law firm on the Star Mountain Plaza Ltd hotel and associated facilities project in Port Moresby, with local counsel having advised on PNG law issues prior to the establishment of our PNG office. The development will comprise a 212-room hotel, separate convention centre, car park, restaurants, bars, swimming pool and gym, and is being built to host the APEC Summit in Port Moresby in November 2018.

Ramu 2 hydropower to treble PNG’s electricity capacityWe are advising the PNG government on the procurement of the 180MW Ramu II run-of-the-river-hydro-generation plant to be built on the Ramu River downstream from the existing Yonki Dam hydro complex in north-eastern PNG. We are advising the government on all stages of the project, from market sounding to financial close. Ramu II is part of the PNG government’s Strategic Development Plan 2010–2030 and, upon completion, the US$2bn plant is expected to increase the country’s electricity generation capacity by 36 percent.

A$1.24bn loan to PNG government buys stake in Oil SearchWe advised the Independent State of Papua New Guinea on securing a larger interest in the country’s high-growth liquefied natural gas market by taking a bigger stake in Oil Search Ltd, an ASX Top 50 company considered to be by far the country’s largest employer, investor and taxpayer. We assisted the government with all legal aspects of securing an A$1.24bn (U$$960,000) loan from UBS to buy nearly 150 million shares in Oil Search, and in the Elk Antelope gas field being developed by Total France. The transaction involved complex cross-border and sovereign issues with the share acquisition being funded through innovative financing arrangements. We assisted in negotiations between all interested parties and advised on relevant multiple jurisdictional issues. The LNG project is expected to produce almost seven million tons of LNG for export.

Kumul Minerals Holdings acquires shares in Bougainville CopperTogether with local counsel, we advised Kumul Minerals Holdings Ltd on its acquisition of shares in Bougainville Copper Ltd from Equity Trustees Limited. The shares were transferred from Rio Tinto Limited to Equity Trustees following Rio’s decision to exit its holding in Bougainville Copper and to transfer its holding to an independent trustee.


112 May 2018

With more than 600 lawyers in five offices – Brisbane, Canberra, Melbourne, Perth and Sydney – we are one of the largest Australian law firms operating on an international level. Our international reach and, in particular, our significant presence in the Asia Pacific region, sets us apart from our competitors. Our recent combination with leading Australian law firm Henry Davis York in 2017 strengthened our presence in key industry sectors, particularly financial institutions and government and infrastructure, as well as giving us depth in the risk advisory and regulatory space. Our other key industry strengths include mining, agriculture, healthcare, energy, utilities and services.

Australia

OFFICES Brisbane

Canberra

Melbourne

Perth

Sydney

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyCorporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigationEmployment and laborGovernment contractsIndigenous lawInfrastructureInsuranceIntellectual propertyInternational arbitrationReal estateRegulation and investigationsRisk advisoryTax

CONTACT

Wayne Spanner+61 2 9330 [email protected]

Global coverage – Australia

May 2018 113

MARKET RECOGNITION

Tier 1InsuranceTransport: aviation Transport: shipping

Legal 500 Asia Pacific – Australia 2018

Insurer

Chambers Asia Pacific – Australia 2013-2018

CLIENT WORK IN AUSTRALIA

Proceedings issued against insolvent Dick Smith directorsWe are representing Ferrier Hodgson, the receivers and managers of Australia and New Zealand electrical retailer Dick Smith Holdings Ltd, in all aspects of its receivership. The Dick Smith group was listed on the Australian Stock Exchange and traded through 400 stores with 4000 employees. Its receivership included a large number of employee, supplier, creditor and landlord issues, ruling on security claims under Australian law, advising on Australian Corporations Act priorities of claims and various disputes. The matter also included an (ultimately aborted) Australian Senate Inquiry into Dick Smith’s collapse and the retail sector. Having represented the receivers in public examinations of current and past directors of the group, focusing on the directors’ management of the business, we have now issued proceedings on behalf of our client against a number of directors and former directors of the companies, seeking significant damages for alleged breach of duty and statute.

SunWater in largest class action from Queensland floodsWe are acting in defence of SunWater Ltd in one of Australia’s largest and highest profile class actions proceedings in the Supreme Court of New South Wales. The matter arises from the 2011 Queensland floods: Maurice Blackburn and litigation funder Bentham IMF Ltd commenced proceeding against SunWater, Seqwater and the State of Queensland, seeking compensation for financial loss and damage caused by the allegedly negligent operation of Wivenhoe and Somerset dams during the floods. This matter demonstrates our ability to manage complex multi-party litigation where competing stakeholder interests are at play, and highlights our experience of defending natural disaster class actions.

BMG buys recording business Albert MusicWe acted on the sale of the iconic Albert Music business, the publishing and recording business behind, among a vast array of acts, AC/DC, John Paul Young, The Easybeats, Urthboy and The Cat Empire, to German music giant BMG. The family-owned Albert Music was sold while the AC/DC and Vanda Wright and Young catalogues were retained by the seller. Our work involved negotiating and documenting the split of the catalogue and the IP assets, involving pre-and-post completion assignment documentation, coexistence agreements and licence agreements. We also advised on negotiations and drafting of the overall share sale.


114 May 2018

CLIENT WORK IN AUSTRALIA

BP acquires Woolworths fuel distribution business We acted for BP on it’s A$1.8bn (US$1.3bn) acquisition of the retail fuel distribution business of Woolworths Ltd. BP and Woolworths created a strategic alliance to sell fuel and convenience food at selected BP Australia service stations. Our advice was multi-disciplinary.

Enel and DIF buy Australia’s largest solar PV projectOur cross-border team advised an international consortium comprising Enel Green Power and Dutch Infrastructure Fund (DIF) on the purchase of the 275MW Bungala Solar PV project from local developer Reach Solar Energy. This is the largest Australian equity and debt finance for a solar PV project, to date, and currently the largest ready-to-build solar PV project in Australia. Construction on the first 137.5MW of the project is underway and the project is due to be fully operational by early 2019.

AirTrunk in largest pre-revenue capital raising by a start-up in AsiaWe acted for data center developer and operator AirTrunk on its A$400m (US$307m) capital raising. Described as the single largest pre-revenue capital raising by a start-up in the Asia Pacific by financial advisor to the transaction JP Morgan, it will fund the establishment by AirTrunk of large-scale data centers in Melbourne and Sydney, ahead of potential further expansion in Asia Pacific. Once completed, these will be amongst the largest data centers in the Asia Pacific region. The cross-border nature of the deal and its complex group structure meant that substantial structuring work was required, as well as liaison with overseas counsel and tax advisers. AirTrunk was set up in 2015 and has less than 12 employees.

Lakeland PV solar farm and storage wins awardOur Brisbane and Syndey offices advised Conergy on the development and project financing of Australia’s first solar and battery storage project. This won Asia Pacific solar deal of the year at the IJGlobal Awards in 2016.

Global coverage – Australia

May 2018 115

CLIENT WORK IN AUSTRALIACLIENT WORK IN AUSTRALIA


116 May 2018

Brisbane is a fast-growing center, particularly for our clients in the transport and infrastructure, energy, mining and commodities sectors. We pride ourselves in understanding local market issues and offer a full legal service to preeminent companies, financial institutions and government entities. We have worked on some of the largest Australian transactions, projects and disputes across the resources, infrastructure and agribusiness sectors. Our lawyers also have extensive experience of financing and structuring, dispute resolution in shipping, aviation and rail, and in-depth knowledge of employment and labor and restructuring and insolvency matters.

Brisbane (Australia)

LAWYERS IN BRISBANE

70PARTNERS IN BRISBANE

14CONTACT

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyClass actionsConstruction and engineeringCorporate, M&A and securitiesData protection and privacyDispute resolution and litigationEmployment and laborEnvironmental law

Government relations and public policyHealth and safety lawInfrastructureInsuranceIntellectual propertyRisk advisoryReal estateRegulation and investigationsInternational arbitrationSecurities litigation, regulation and enforcementShippingTransport

SELECTED CLIENTSAcciona SAAMP LimitedANZ Banking GroupBechtel Group IncBlue Sky Alternative Investments LtdChubbCommonwealth Bank of AustraliaGeneral Electric Co IncGoodman LtdMitsubishi CorpOrigin Energy LtdQantas Airways LtdQBE InsuranceQueensland Competition AuthorityQueensland GovernmentRio TintoStockland Corporation LtdWesfarmers Ltd

Martin Osborne+61 7 3414 [email protected]


May 2018 117

CLIENT WORK IN BRISBANE

Newlake Alliance bids for iron ore miner Arrium Australia Our Brisbane and Sydney offices advised the Newlake Alliance Management consortium on its bid for the ASX-listed iron ore mining business Arrium Australia, which entered voluntary administration in April 2016. This was a complex transaction, in which the consortium sought to buy the business in one line, which included iron ore mining and processing operations in South Australia; an east coast manufacturing business; and the Whyalla steelworks in South Australia, the country’s only rail manufacturer. Compounding the challenge were the potential impacts of foreign investment and competition regulations, and the high-profile and political interest in the collapse of what was one of South Australia’s largest employers.

AMP and Billbergia develop Brisbane SkytowerWe are advising a joint venture between an AMP-managed fund and Billbergia on the development and sale of Brisbane Skytower, a 90-storey residential tower, which is set to become Brisbane’s tallest building. The development features an 8-storey car park, more than 1100 apartments and Australia’s highest infinity-edge swimming pool. The project has involved various stages, including the construction of the car park, which forms the basement of the tower (and is now operated by a third party), and the complex sale of volumetric air space for a third party to build a five-star hotel next to Skytower. Across the life of the project we have assisted (and continue to assist) with joint venture structuring, tax, planning, construction, real estate, litigation, and finance. We have also advised on other aspects of the development, including the sale of management rights for Skytower.

Blue Sky in student real estate JV with Goldman SachsWe acted for Blue Sky Group to negotiate and document a 50/50 joint venture with Goldman Sachs to acquire and develop student accommodation sites throughout Australia and New Zealand. Goldman Sachs contributed equity to buy a 50 percent interest in three existing development sites already owned by Blue Sky or with funds managed by Blue Sky. The complex joint ownership and management structure for the existing and target real estate required the swift expedition of a large suite of documentation. As the existing properties were held in separate funds managed by Blue Sky, we also needed to balance the individual rights and interests of existing investors in these funds as part of the broader joint venture.


118 May 2018

Our Canberra team has long-established relationships with Commonwealth and state government agencies as well as commercial organizations. We are experienced in sensitive and high-profile matters, including major investigations for government and public sector clients, and we advise private sector clients in industries ranging from financial institutions, infrastructure and technology and innovation. We are particularly strong in dispute resolution and litigation and have an in-depth understanding of the legal, commercial and policy sensitivities for organizations operating in Canberra. Our Canberra lawyers work closely with our teams in Brisbane, Melbourne, Perth and Sydney, who work with Commonwealth government entities and who operate regularly out of the Canberra office.

Canberra (Australia)

LAWYERS IN CANBERRA

4PARTNERS IN CANBERRA

1CONTACT

PRACTICE STRENGTHSCompetitionConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEnergyFinancial institutionsFood and agribusinessGovernment relations and public policyHealth and safety lawInsuranceIntellectual propertyMiningReal estateRegulation and investigationsRisk advisoryTechnology and innovation

SELECTED CLIENTSAir Services AustraliaAustralian Competition and Consumer CommissionAustralian Federal PoliceAustralian Taxation OfficeComcoverDepartment of Communications and the ArtsDepartment of DefenceDepartment of Education and TrainingDepartment of Environment and EnergyDepartment of Industry, Innovation and ScienceDepartment of Parliamentary ServicesDepartment of the Prime Minister and Cabinet

Melanie McKean+61 2 9330 [email protected]


May 2018 119

CLIENT WORK IN CANBERRA

Comcare in complex adverse action claims made by employeeWe acted for Comcare through its insurer Comcover in an extremely complex adverse action claim made by a former employee of Comcare. We provided strategic advice on the conduct of the litigation, addressing the issues with the claim and model litigant obligations. We sought to strike out the application on three occasions because the statement of claim was badly particularized. In the course of the proceedings, the respondent sought to assist the applicant including setting out the deficiencies in the applicant’s pleading, issuing informal interrogatories and agreeing to the statement of claim being amended earlier than usual. Despite this, the Commonwealth had little choice but to seek to have the claim dismissed. This difficult litigation strategy will become more significant as the number of unrepresented litigants in employment related disputes grow.

Royal Navy in first class action over breach of contract We are acting for the Royal Australian Navy in defense of a class action proceeding relating to alleged breaches of contract and negligent misrepresentations regarding the sailors being awarded nationally recognized trade qualifications as part of their Navy training. We are advising the Navy on liability, strategy and whether the action has been properly commenced as a class action. A key issue for consideration is the fact that several members of the class are presently serving in the Navy, including on deployment. This challenging matter has required a high level of understanding of the Navy’s internal structures.

Department of Immigration defends detention of minors We acted for the Department of Immigration in the defense of a claim for personal injury relating to the detention of minors in immigration detention. This was a complex high-profile and politically sensitive multi-party litigation involving state and Commonwealth government departments and private contractors.


120 May 2018

Our Melbourne office provides risk advisory and legal services across a range of industries, with a strong focus on financial institutions and the technology and innovation sectors. We support Australia’s leading banks and insurers in managing change resulting from regulatory reform, while limiting business risk and ensuring return on investment. Our leading construction and engineering team has a strong track record in large and complex projects, with experience across procurement strategy, project structuring, negotiation and preparation of contracts. Our life sciences and franchising teams are also market leading. Our Melbourne litigators are renowned for successfully concluding very large litigation, including cross-border commercial claims, class actions and infrastructure construction disputes.

Melbourne (Australia)

LAWYERS IN MELBOURNE

130PARTNERS IN MELBOURNE

29CONTACT

Peter Cash+61 3 8686 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyBusiness ethics and anti-corruptionClass actionsConstruction and engineeringCorporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigationEmployment and laborEnvironmental lawFranchisingHealth and safety law

InfrastructureInsuranceIntellectual propertyInternational arbitrationProjectsPublic-private partnershipsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShippingTaxTransport


May 2018 121

CLIENT WORK IN MELBOURNE

Essendon Fields aircraft disaster provokes enquiryWe are assisting Essendon Fields with an incident where a Beechcraft King Air B200 collided with a building in a retail precinct shortly after take-off, killing the pilot and four passengers. We are project managing the identification and collation of documentary and oral evidence required for Essendon Fields to respond to multiple external investigations into the incident. We are also identifying key areas of exposure for our client. We are one of very few firms in Australia with the resources and the aviation experience to handle such an incident. The matter is ongoing and further police inquiries and a coronial inquest are expected following the release of the Australian Transport Safety Bureau (ATSB) report into the incident. The inquest is expected to include consideration of the impact, if any, on airport operations of the commercial development of the airfield site, and its location in a suburban area.

Construction of Sydney development gets underway Our lawyers advised Grocon on the drafting and negotiation of numerous early contractor involvement (ECI) contracts, as well as design and contract (D&C) contracts for a multi-stage mixed residential, commercial and retail development at Central Barangaroo, Sydney. We assisted with complex contracting structures as well as significant interface and access risks relating to adjacent works, including the Sydney Metro. The project will be delivered under a public-private partnership model.

Financing development of NSW’s largest wind farmWe advised CWP and Partners as sponsor on all aspects of the development and financing of the A$588m (US$451m), 270MW Sapphire wind farm. This is the largest wind farm to reach financial close in Australia in 2017. We have substantial experience of working in financial institutions, energy and infrastructure, including advising on the two largest wind farms to reach financial close in 2015 and 2016.

A$2.25bn (US$1.7bn) refinancing of Reliance Rail We acted for a syndicate of financiers on the A$2.25bn (US$1.7bn) refinancing of the Reliance Rail New South Wales rolling stock public-private partnership (PPP). Our work included advising on refinancing existing bond and bank debt and a number of other aspects of the project, including a complex derivatives restructure. This is one of the largest PPP refinancing transactions, to date, in the Australian market.

SELECTED CLIENTSANZ Banking GroupAsahi Group Holdings LtdBP PlcBrookfield Australia Investments LtdCaltex Australia LtdChevron Australia Holdings Pty LtdCommonwealth Bank of AustraliaDowner EDI LtdGilead Sciences IncGlaxoSmithKline

Grocon Pty LtdInsurance Australia Group LtdLendLeaseMultiplex Constructions Pty LtdNAB LtdNandoʼsPPB Pty LtdPulse Health LtdQBEVestas Wind Systems A/SVictorian GovernmentWesfarmers Ltd


122 May 2018

Our Perth office acts for many prominent energy and infrastructure, mining and commodities clients in major resources and infrastructure projects. Our lawyers understand local and global market issues and advise national and international oil and gas companies, governments, lenders and other financial institutions. We have worked on some of Australia’s largest transactions, projects and disputes across the resources, infrastructure (including transport, social, water, etc) and agribusiness sectors. We also have extensive experience in real estate, employment and labor and restructuring and insolvency. As Perth is the gateway to Asia for many of our clients, we work closely with our lawyers in Asia Pacific.

Perth (Australia)

LAWYERS IN PERTH

55PARTNERS IN PERTH

12CONTACT

PRACTICE STRENGTHSAntitrust and competitionBanking and financeBankruptcy, financial restructuring and insolvencyBusiness ethics and anti-corruptionConstruction and engineeringCorporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigationEmployment and labor

EnergyEnvironmental lawHealth and safety lawInfrastructureInsuranceIntellectual propertyInternational arbitrationReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShippingTaxTransport

SELECTED CLIENTSACCCAdmedus Ltd ANZ Banking GroupAustal LtdBechtel GroupBillabong GoldBNP ParibasBP PlcBrookfield Australia Investments LtdChevron AustraliaCliffs Natural Resources IncCommonwealth Bank of AustraliaCompass GroupFreepoint Commodities Europe LLP

Hanwha CorporationInsurance Australia Group LtdKalgoorlie Consolidated Gold Mines P/LKordaMenthaLiberty Financial Pty LtdNational Australia Bank LtdNzuri Copper LtdRoyal Gold IncSociété d’Exploitation de Kipoi SATiger ResourcesTransocean Ltd

Chris McLeod+61 8 6212 [email protected]


May 2018 123

CLIENT WORK IN PERTH

Global oil major in series of LNG disputes We act for a global oil major in a series of disputes arising out of its liquefied natural gas (LNG) operations in Western Australia. We have been retained to act on disputes relating to native title and charterparty, as well as industrial and high-value contractor disputes. These mandates are being conducted in state and federal courts, and by domestic and international arbitration. Our knowledge of our client’s global business, and our ability to work seamlessly with their cross-border in-house legal teams has resulted in our clients instructing us on the majority of the disputes in Australia.

First Côte d’Ivoire mining project is financed We advised major financial institution Macquarie Bank on a project financing for Perseus Mining Côte d’Ivoire, a subsidiary of ASX-listed, WA-based mining company Perseus Mining Ltd. The project loan facility will be used to develop and operate costs of the Sissingué gold project, which is understood to be the first financing of a mining project in Côte d’Ivoire, and the first under the current Ivorian mining laws. Our work involved drafting and negotiating all finance, hedging and security documents, conducting extensive project due diligence and advising on the bankability of all material project documents.

US$1.1bn borrowing for oil trading businessOur Perth, New York, Singapore, London and Shanghai offices are acting for a major Australian bank and its group of international subsidiaries in the US, the Bahamas, Switzerland, Singapore, Australia and England on a US$1.1bn borrowing base facility provided by a syndicate of five banks. The facility is intended to fund a newly-acquired oil trading business, which has operations in the US, the Bahamas and Geneva. The deal involved taking security in five jurisdictions and coordinating foreign counsel from six different jurisdictions.


124 January 2018

Our Sydney office is the largest by number of partners and lawyers of our Australian practice. We are experienced across all major industries and are particularly strong in banking and finance, financial institutions, technology and innovation, and real estate sectors. We have a large, dedicated insurance practice focusing on litigation, directors and officers insurance, warranties and indemnities, and class actions. As a top adviser in the technology space, we have completed a number of prominent M&A and investment deals, including IPO advice. We also support clients involved in upstream and downstream projects across financing, M&A, regulatory issues and significant disputes. The majority of our real estate work is with a mix of blue chip corporates, institutional investors and developers, acting for different sides of the property equation. We have been responsible for some of the highest profile M&A and insolvency and restructuring matters in Australia in the last year. We also have a notably strong intellectual property team.

Sydney (Australia)

LAWYERS IN SYDNEY

323PARTNERS IN SYDNEY

85CONTACT

PRACTICE STRENGTHSAntitrust and competitionAsset and wealth managementBanking and financeBankruptcy, financial restructuring and insolvencyBusiness ethics anti-corruptionClass actionsConstruction and engineeringCorporate, M&A and securitiesData protection, privacy and cybersecurityDispute resolution and litigationEmployment and laborEnvironmental law

InfrastructureInsuranceIntellectual propertyProjectsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShippingTaxTransport

Andrew Steele+61 2 9330 [email protected]

Emanuel Confos+61 2 9330 [email protected]


May 2018 125

CLIENT WORK IN SYDNEY

Wirsol Energy financing marks solar energy ‘firsts’ We advised international solar energy company Wirsol Energy on the acquisition and project financing of a portfolio of three large-scale solar PV projects in Queensland and Victoria. The projects are the 57.5MW Whitsunday project and the 57.5MW Hamilton project in Queensland and the 50MW Gannawarra project in Victoria. This is Australia’s largest single solar project financing deal, to date. It was the first portfolio acquisition and financing of utility-scale solar PV in Australia; the first financing for solar PV with merchant exposure and long-term debt from the local market; and the first large-scale solar PV project to reach financial close in Victoria. Our team is currently working on more than 20 large-scale solar projects across Australia.

Pulse Health acquires Australian and NZ hospitals Our Sydney and Melbourne offices acted for ASX-listed Pulse Health Ltd on its underwritten placement and accelerated non-renounceable entitlement offer (ANREO) to institutional investors and existing shareholders to fund its acquisitions of the Boulcott Hospital in New Zealand, an acute hospital in Western Australia, and five day-surgeries across NSW, Victoria.

Goodman Fielder outsources trademark portfolioWe have taken over management of the global trademark portfolio of leading food company Goodman Fielder, which has a brand portfolio of more than 3500 trademarks globally. The work also encompasses our client’s registered designs, enforcement, advertising and marketing clearances, and other related activities. We are assisting Goodman Fielder with an expansion of its registered trademark protection internationally, as well as post-completion tasks following a major internal restructure of the business. We assisted with discrete advisory tasks as part of this restructure.

Fairfax Media in trademark oppositionsWe are managing an opposition from media company Fairfax Media Ltd against the trademark application for ‘realestate.com.au’ filed in the name of REA Group Ltd, a move opposed by nine organizations. If registered, this would give REA Group a monopoly right to the word mark ‘realestate.com.au’, leaving others using a domain with the element realestate.com.au at risk of infringing REA Group’s trademark. Fairfax objected to the trademark application for ‘realestate.com.au’. We advised on strategic considerations, prepared the trademark opposition materials and advised Fairfax on potential collaboration with the other opponents.

SELECTED CLIENTSAMP Brookfield Australia InvestmentCaltex Australia China Investment CorporationChubbCommonwealth Bank AustraliaInsurance Australia Group LtdJohnson & JohnsonMacquarie GroupMarsh & McLennan Companies IncNational Australia BankNature’s Care Manufacture Pty LtdQBEThorn Group LtdVodafone GroupWesfarmers

MARKET RECOGNITION

“Great client service and value. We have been working with them for a number of years and they feel like an extended part of our company.” (Insurance)Chambers Asia Pacific – Australia 2018


126 May 2018

Our work in the Middle East encompasses the entire Middle East region and extends into Africa. We advise regional and international businesses on major transactions, projects, ongoing commercial operations, disputes and regulatory matters. Our in-depth knowledge of the local legal, regulatory and business environments enables us to provide our clients with a comprehensive service to meet their business requirements.

Middle East overview

CONTACTS

Deirdre Walker +971 4 369 [email protected]

OFFICES Bahrain (Manama)DubaiSaudi Arabia (Riyadh)**Mohammed Al-Ghamdi Law Firm in association with Norton Rose Fulbright US LLP

PRACTICE STRENGTHSBanking and financeCapital marketsConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEnergy Intellectual propertyProjectsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementTelecommunications

SELECTED CLIENTSAIGBNP ParibasCitiDeutsche BankEmirates HSBCIFCJohnson & JohnsonMacquarieMitsuiMubadala NestléPwCSaudi Arabian Airlines Standard Chartered BankTotal

Global coverage – Middle East

May 2018 127

CLIENT WORK IN MIDDLE EAST

Central Bank of Bahrain US$1bn bond and US$1bn Sukuk Our Dubai and London teams advised the Kingdom of Bahrain on its US$1bn eurobond and US$1bn Sukuk issuances. The 12-year eurobonds and the eight-year Sukuk were offered under Rule 144A and Regulation S of the US Securities Act of 1933 to investors in the US and internationally. Both were admitted to listing on the Official List of the Irish Stock Exchange and to trading on its regulated market.

Complex dual tranche multi-currency Murabaha for HSBCWe acted for HSBC Bank Middle East Ltd on a dual tranche multi-currency secured commodity Murabaha facility to Turkish purchaser Defacto Perakende Ticaret AŞ. The transaction involved a syndicate of eight financial institutions across the Middle East and Western Europe, with HSBC acting as arranger to the syndicate. Defacto Perakende was unable to grant security over the assets specifically requested by the financiers as these assets were subject to an existing security under a separate financing transaction. As a result, it was necessary to form a unique and innovative security structure to satisfy the financiers.

UAE conglomerate auctions African transport businessWe assisted a leading UAE-based conglomerate with the disposal by auction of its transport business in east and west Africa, as well as other transactions which include a major group restructuring in the Middle-East and Africa. This strategic transaction highlights the increasing flow of investment in non-oil sectors into African countries such as Nigeria.

Abu Dhabi plans world’s largest solar PV power plantWe acted for Marubeni Corporation and JinkoSolar Holding Co Ltd in signing a power purchase agreement to build, operate and maintain the world’s largest and most competitive photovoltaic power plant, to date. The facility will generate 1,177MW (DC) of energy, and introduce one of the most competitive tariffs for energy. It will be located near the town of Sweihan, Abu Dhabi. Marubeni, the largest Japanese overseas power producer, and JinkoSolar, a module manufacturer, together with Abu Dhabi Water and Electricity Authority, will own the project through a special purpose company to construct, operate and maintain the plant under a 25-year power purchase agreement.

MARKET RECOGNITION

WinnerCorporate

Wealth & Finance International’s Legal Awards 2017

Law firm of the yearArbitration

Worldwide Advisor Excellence Awards 2017


128 May 2018

Landmark Sukuk for Malaysia’s largest electricity utilityWe advised Tenaga Nasional Berhad (TNB) on its first Sukuk issuance under its newly established US$2.5bn multicurrency Sukuk issuance program (on which we also advised). The first is a 10-year US$750m issuance via TNB’s wholly-owned Malaysian-incorporated special purpose vehicle TNB Global Ventures Capital Berhad. The transaction attracted interest from a diverse group of Islamic and conventional investors, comprising asset management companies, financial institutions, insurance companies, and sovereign wealth funds.

Société Générale arranges US$167m loans for Oman ShippingWe advised Société Générale on the full recourse financing of ten 46,000 dwt medium range tankers for Oman Shipping Company SAOC. Société Générale acted as structuring and coordinating bank, sole underwriter, mandated lead arranger, security agent and facility agent to arrange and syndicate 2 loan facilities, one under Korean export credit agency KSURE, for US$167m. All ten vessels, flying under the Republic of the Marshall Islands flag, were built by Hyundai Mipo Dockyard Co Ltd in Korea and ultimately chartered to Shell Tankers (Singapore) Private Ltd.

Lenders finance Lebanese energy projectsWe advised Bankmed SAL and Bank Audi SAL on financing Karpowership Lebanon Company Ltd for energy projects in Lebanon. Our clients arranged a secured financing with a US$132m term loan facility, a US$26m loan, an approximately US$40.5m advance payment guarantee facility and an approximately US$26.1m performance bond facility for Karpowership Lebanon Company. This was to refinance debt and for capital expenditure requirements relating to operational maintenance and technical services for a powerships contract in Lebanon and to issue in favor of certain beneficiaries an advance payment guarantee and a performance bond in relation to that project/contract. Our clients also arranged an unsecured financing whereby a US$40m term loan facility was made available to Karkey Karadeniz Elektirk AS as working capital for its energy subsidiaries.

Global multilateral deal of the year 2017: Egypt SolarWe acted for a consortium of lenders, led by International Finance Corporation, on the US$653n financing of 13 solar power projects in Egypt, part of the Benban Solar Park. This mandate, which won the global multilateral deal of the year for 2017 in Project Finance International, is expected to be one of the largest solar installations in the world when complete.



May 2018 129



130 May 2018

We opened our Bahrain office in 1979. Our core team of lawyers on the ground, as well as many others across the Gulf Cooperation Council (GCC) members, work on Bahrain matters. We have a long-standing connection with the Ministry of Finance and the Central Bank of Bahrain and have played a leading role in developing Bahrain’s infrastructure, advising on many public-private partnerships infrastructure projects in the country. Our experience gives us a market-leading perspective on legal and regulatory issues, and in-depth knowledge of the key drivers for the Bahrain government and related institutions.

Bahrain

LAWYERS IN BAHRAIN

3PARTNERS IN BAHRAIN

1CONTACT

PRACTICE STRENGTHSBanking and financeConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEnergyInfrastructureIslamic financeProjectsPublic-private partnershipsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcement

SELECTED CLIENTSAl Salam BankBahrain Airport CompanyBahrain Bay Development CompanyBahrain Petroleum CompanyCentral Bank of BahrainKuwait Finance HouseMinistry of FinanceMinistry of WorksNational Oil and Gas AuthorityOil and Gas Holding Company

Joanne Emerson Taqi+973 3943 [email protected]


May 2018 131

CLIENT WORK IN BAHRAIN

Kingdom of Bahrain develops LNG terminal PPPWe are assisting NOGA and Noga Holding (the holding company of the government of Bahrain’s oil and gas companies) with the development of Bahrain’s LNG terminal, including advice on the procurement, construction, shipping and financing aspects of the transaction. This is the first LNG project in the Middle East to be structured as a public-private partnership.

Kingdom of Bahrain in US$600m eurobond issuanceOur team advised the Kingdom of Bahrain on its US$600m eurobond issuance, which will form a single series with existing US$1bn eurobonds. The eurobonds were admitted to listing on the Official List of the Irish Stock Exchange and to trading on its regulated market. The joint lead managers were Bank ABC, BNP Paribas, Credit Suisse, JP Morgan and Standard Chartered Bank.

AXA builds Bahrain Bay HQ developmentWe are advising AXA on the design and construction of a new regional headquarters to be situated at the Bahrain Bay development in Manama, Bahrain.

Bahrain renewables project gets underway We advised a leading German renewables project developer on the construction of a pilot wind and solar project in Bahrain. This is one of the few renewables projects in the Kingdom and is viewed as the pathfinder project for further development in the sector.

MARKET RECOGNITION

Tier 1Banking and financeProjects and energy

Legal 500 – Bahrain 2017

Banking and financeConstructionDispute resolutionMiningProjects and infrastructure

Legal 500 EMEA – South Africa 2017


132 May 2018

We have been helping our clients to do business in the United Arab Emirates for many years. We offer a full-service practice and have particularly strong experience in energy, infrastructure, financial institutions, transport, technology, real estate and hospitality. We act for government entities, corporates and financial institutions on their domestic and outbound business. Our team understands and can advise on key local law issues and regulations. We are committed to educating future generations and actively support a program of Emiratization.

Dubai

PRACTICE STRENGTHSBanking and financeCapital marketsConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationHotels, hospitality and leisureInvestment funds Islamic financeProjectsReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcement

SELECTED CLIENTSACWAAIGduDubai Islamic Bank Emirates HSBCJohnson & JohnsonNestléStandard Chartered BankTotal

LAWYERS IN DUBAI

22PARTNERS IN DUBAI

10CONTACTS

Deirdre Walker +971 4369 [email protected]


May 2018 133

CLIENT WORK IN DUBAI

Majid Al Futtaim issues bond under US$3bn programWe advised the joint lead arrangers on Majid Al Futtaim’s US$300m bond issuance to be consolidated and form a single series with its US$500m issuance. The joint lead arrangers included (among others) Barclays Bank Plc, Citigroup Global Markets Ltd, Emirates NBD PJSC and Standard Chartered Bank. The 4.75 percent notes are due in 2024 and were issued under Majid Al Futtaim’s US$3bn global medium term note program.

Mohammed Bin Rashid Solar Park enters Phase IIIWe advised on the procurement by Dubai Electricity and Water Authority (DEWA) of Phase III of the Mohammed Bin Rashid Solar Park, an 800MW project expected to be commissioned in three phases between 2018-2020. This project is strategic for UAE and Dubai, specifically, and attracted a large number of international bidders. It will be instrumental in helping Dubai to achieve its target of 7 percent of the emirate’s energy coming from solar sources by 2020.

AIG in first Shariah-compliant M&A (W&I) policy in MENAWe advised AIG on the first Shariah-compliant M&A insurance policy to be placed in the Middle East and North Africa region. AIG offers a range of market-leading Islamic insurance solutions for M&A transactions through its partnership with Shariah-compliant managing general agent Cobalt Underwriting. AIG’s warranty and indemnity (W&I) insurance product helps protect buyers and sellers from financial losses in case of misrepresentations or inaccuracies in representations or warranties.

Nakheel in hotel JV for Deira Islands community We continue to advise Nakheel on the development of its Deira Islands master community as a leading hospitality and leisure destination in Dubai, most recently on its joint venture with Thai hotel group Centara Hotels and Resorts to create an AED500m (US$136m), 550-room beachfront resort on Deira Islands.

Unsecured US$1.27bn term loan for Emirates NBD BankWe advised Bank of America Merrill Lynch and Emirates NBD Capital Ltd as joint coordinators on an unsecured US$1.27bn term loan facility to be made available to Emirates NBD Bank PJSC.

MARKET RECOGNITION

Tier 1Corporate investigations Islamic finance

Chambers Global – UAE 2017


134 May 2018

We have been advising clients in Saudi Arabia for many years, acting for a mix of international and Saudi-based organizations. We advise regional and international businesses on major transactions, projects, ongoing commercial operations, disputes and regulatory matters, many of them award-winning. Our in-depth knowledge of the local legal, regulatory and business environments enables us to provide our clients with a comprehensive service to meet their business requirements.

Saudi Arabia (Riyadh)

PRACTICE STRENGTHSAviationBanking and financeConstruction and engineeringCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborProjects Public-private partnershipsReal estateRegulation and investigationsRisk advisory

SELECTED CLIENTSAlawwal BankBank of Tokyo Mitsubishi UFJBanque Saudi FransiHSBC Saudi Arabia LtdIslamic Development BankInternational Finance CorporationJohnson & JohnsonJP MorganMaadenNational Shipping Company of Saudi Arabia (Bahri)NCB CapitalSaudi International Petrochemical Company (Sipchem)

LAWYERS IN RIYADH

10PARTNERS IN RIYADH

3CONTACTMohammed Al-Ghamdi Law Firm in association with Norton Rose Fulbright US LLP*

Mohammed Al-Ghamdi +966 11 279 [email protected]

Robin Balmer +971 4 369 [email protected]

John Boehm+971 4 293 [email protected]

*associate office


May 2018 135

CLIENT WORK IN RIYADH

Expansion of King Khalid International airportWe acted as counsel to the banks for the dual project financing to construct and operate parallel projects for a district cooling plant and a potable water system for the expansion of King Khalid International airport. The financing was a complex, fully Shariah-compliant Istisna’a and Murabaha structure with various tranches including equity bridge facilities.

US multinational joint venture with local partner We advised a US-based, New York Stock Exchange-listed, multinational manufacturer of highly engineered oilfield valves, on establishing a joint-venture manufacturing company in Saudi Arabia with a local partner. We advised on all aspects of structuring, negotiating and documenting the joint venture, including the preparation of a shareholders agreement and various ancillary agreements, as well as assisting with obtaining the Saudi Arabian regulatory approvals to incorporate the joint venture company.

Saudi Arabian Airlines privatizes jet business Our team advised Saudi Arabian Airlines Corporation on the privatization of its private jet business, a transaction which was carried out through its wholly owned subsidiary Saudi Private Aviation Limited (SPA). This involved the sale of 30 percent of the share capital of SPA to PrivatAir Saudi Arabia Ltd, an international aviation group based in Saudi Arabia and Switzerland, after the business was transferred to SPA. The deal is part of SPA’s goal to become the leading private aviation operator (chartering, aircraft management and maintenance) in Saudi Arabia and increase its international exposure.

US$1.8bn refinancing for Rabigh 1 IPPOur Bahrain, Dubai and Saudi Arabian offices advised the banks for the multi-tranche Shariah-compliant US$1.8bn refinancing of the Rabigh IPP power plant developed by an ACWA Power-led consortium in the Eastern Province of the Kingdom of Saudi Arabia. This deal was awarded Middle East and North Africa refinancing deal of the year at the IJGlobal Awards in 2016.


136 May 2018

We offer a leading commercial legal practice throughout Africa, one of the fastest growing economic regions in the world. We are active across key sectors, including power, oil and gas, renewable energy, infrastructure, mining, transportation, food and agribusiness, technology and healthcare. Our Africa group is made up of more than 450 lawyers, with the large majority based in one of our nine local offices and approximately 100 lawyers advising from our international offices. Our lawyers have experience of working in more than 45 common law- and civil law-based African jurisdictions, and advise on ground-breaking projects and transactions, as well as assisting our clients with their ongoing commercial operations across Africa and internationally.

Africa overview

CONTACT

Greg Nott+27 11 685 [email protected]

OFFICES Bujumbura**Cape TownCasablancaDar es SalaamDurban **Alliances

Harare**JohannesburgKampala**Nairobi**

PRACTICE STRENGTHSAntitrust and competitionBanking and financeCorporate, M&A and securitiesDispute resolution and litigationEmployment and laborFood and agribusinessInfrastructure InsuranceIntellectual propertyProjects Real estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementStructured finance and commodity financeTax

SELECTED CLIENTSAnglo AmericanBarclays/Absa BankExxaro ResourcesFirstRandIndustrial Development CorporationNotoreOld MutualRio TintoSeacom LtdSonangolStandard Chartered BankZimbabwe Power Company

Global coverage – Africa

May 2018 137

CLIENT WORK IN AFRICA

Kenya upgrades roads for economic transformation We are assisting the government of Kenya with a plan to upgrade its road network as part of its Vision 2030 program to transform the country into a low-cost investment and trading destination with a middle-income economy status. The government has identified the need to upgrade and pave approximately 10,000km of roads in the country. The project, called the Kenya Roads Annuity Program, aims to generate employment as part of a broader infrastructure development initiative and to promote national integration, improve security, reduce travel time and decongest traffic. In urban areas such as Nairobi, pollution and traffic jams are estimated to cost as much as KES57.8m (US$578,000) per day in lost productivity.

Orange expands further with Cellcom Liberia purchaseWe assisted France-based mobile phone operator Orange with its purchase of Cellcom Liberia from Cellcom Telecommunications, the latest in a series of acquisitions to expand its business in Africa and the Middle East. The transaction follows Orange’s acquisition of Airtel’s operations in Burkina Faso and Sierra Leone, as well as Millicom’s business in the Democratic Republic of the Congo, where Orange already operates a mobile phone business. Orange now has a presence in 20 countries in Africa and the Middle East. Liberia, with a population of 4.3 million, has a relatively low mobile penetration rate at 66 percent of the population.

Barclays finalizes US$2.8bn divestment of Barclays AfricaWe acted for Barclays in its US$2.8bn deconsolidation of Barclays Africa from a regulatory and accounting perspective, the final step in the divestment following Barclays’ initial sale of a 12 percent stake in 2016, on which we also advised. This concludes the largest bookbuild in South African history, involving the negotiation and finalization of a suite of complex documents governing the separation arrangements between the banking groups, including agreements for: a separation of the bank group; transitional services; cooperation; and a transitional trademark license. The transaction reduces Barclays’ shareholding in Barclays Africa to 23.4 percent, with a further 7 percent to be taken up by the Public Investment Corporation at a later date, subject to regulatory approvals. Barclays will also contribute 1.5 percent of Barclays Africa’s market capitalization, approximately R1.85bn (US$140m), towards the establishment of a broad-based black economic empowerment scheme. This will achieve Barclays’ target long-term shareholding in Barclays Africa of around 15 percent.

MARKET RECOGNITION

Tier 1 Banking and financeCorporate/Commercial: OHADA SpecialistsProjects and energyProjects and energy: mining

Chambers Global – Africa-wide 2017, 2016


138 May 2018


Silicosis case sets class action precedent in AfricaWe are advising on a class action brought by former and current gold miners against gold mine owners, alleging that the mines caused the miners to contract silicosis and tuberculosis. Such class action proceedings are rare in South African law. The class action proceedings from hundreds of thousands of miners have been consolidated into one and are being defended. The investigations include documents spanning more than 50 years. Because of the complexity of the case, the litigation is expected to be ongoing for years. Initial certification of the miners’ class action is being appealed at the Supreme Court of Appeal of South Africa. Since South Africa has no specific legislation in place to govern class actions, this case is expected to influence the way in which class actions are managed in future.

MASENs Noor solar plan develops Our Morocco, Paris and London lawyers continue our long-standing work to bring the Moroccan Agency for Solar Energy’s (MASEN) ambition to become a global leader in producing solar energy to fruition. We have assisted with the US$2bn development of phase two and three of its solar plan, 200MW and 150MW projects, respectively, procured through international tenders for independent power projects, structured on a build, own, operate and transfer basis. We will also advise on phase four.

Burkina Faso’s first Towerco is ‘first in country’ transactionWe advised Société Générale and BNP Paribas on financing the acquisition by Eaton Towers Burkina Faso SA of around 700 of Bharti Airtel’s telecommunication towers in Burkina Faso. This is a ‘first in country’ deal and the underlying acquisition by Eaton Towers forms part of a portfolio of tower divestments by Bharti Airtel across Africa, the first full cross-continent tower portfolio divestment in Africa.

Coca-Cola expands West African portfolio in NigeriaWe advised Tropical General Investments Group (TGI Group) on the auction sale of Chi Ltd, Nigeria’s leading fruit juice, dairy and snacks manufacturer, to Coca-Cola. TGI Group is an international investment and holding company with diversified interests in a range of emerging markets and industries including fast moving consumer goods, agriculture, healthcare and chemicals.


May 2018 139


Peugeot makes first direct investment in AfricaWe advised PSA Peugeot Citroën on its first direct investment in Africa with an assembly plant in Morocco, which is scheduled to start production in 2019. The new factory near the city of Kenitra will start with capacity to build 100,000 vehicles a year by 2023. Our role included drafting and negotiation of an investment agreement entered into between PSA Peugeot and the Minister of Industry and Trade. This is a landmark investment for PSA Peugeot Citroën, which plans to expand its presence in Africa and the Middle East, a historic market for the company.

African renewable energy continues to developWe continue to witness the success of renewable energy projects across Africa. Among them, as well as MASEN in North Africa, we are advising Alten on the development and financing of a 40MW solar photovoltaic (PV) power plant to be built in Kesses, western Kenya, the country’s first PV project as an independent power project. We are also assisting World Bank Group on its development of the Scaling Solar Program for sub-Saharan Africa in the form of a peer review of the standard form contracts that underpin the model for International Finance Corporation.

Refinancing of one of Morocco’s premier mallsWe advised South African group Delta International on the financing by Investec Bank of its real estate investments in Morocco, including the partial refinancing of its DRH1bn (US$270m) acquisition of the Anfaplace Shopping Center, one of Moroccoʼs premier malls and Delta International’s flagship property. The original acquisition (on which we also advised) was and remains one of the biggest and most significant deals in the Moroccan retail sector. It is still regarded as a reference deal for the market. This project involved multiple jurisdictions, namely Morocco, Spain and South Africa. Our involvement in this deal showcases our African real estate experience which includes development, transaction and finance. It also demonstrates our in-depth knowledge of Morocco as a key jurisdiction in Africa’s growth story.


140 May 2018


US$1.6bn Lekki Port projectWe are acting on behalf of the lenders, development finance institutions and export credit agencies on the US$1.6bn project financing of Lekki Port, a new greenfield port in the Lagos free trade zone in Nigeria. This is expected to be the largest port in the fast-growing Nigerian economy, removing significant bottlenecks in port capacity. It will offer container, liquid and dry bulk terminal services for the entire West African region and is expected to provide significant economic benefits for the region.

IFC in US$20bn Guinea iron ore mining projectWe assisted International Finance Corporation with the framework of its negotiations with Rio Tinto and the Guinean government for the project and corporate agreements to exploit the Simandou Iron Ore mine. This is considered to be Africa’s biggest mining project with development costs estimated to be valued at US$20bn.


May 2018 141


142 May 2018

North Africa has rich natural resources and an advanced financial institutions sector; its wealth is growing rapidly. We have been active in the region for more than 15 years, advising corporates, financial institutions and state entities. Our presence in Morocco, combined with the support of our lawyers across our offices worldwide, allows us to provide broad corporate and commercial advice to regional organizations and to foreign investors in North Africa and francophone sub-Saharan Africa. We are particularly strong in energy, infrastructure, telecommunications, financial institutions and real estate. We advise on local and international law.

Morocco (Casablanca)

LAWYERS IN CASABLANCA

7PARTNERS IN CASABLANCA

2CONTACT

Alain Malek+212 529 09 00 [email protected]

Anne Lapierre+212 529 09 00 [email protected]

PRACTICE STRENGTHSAntitrust and competitionBanking and financeCapital marketsCorporate, M&A and securitiesIslamic financeProjectsReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcement

SELECTED CLIENTSAIGAkwa HoldingAlliances Développement ImmobilierAllianzAttijariwafa BankAvril GroupCaisse de dépôt et de gestionChevronCooper PharmaDelta Property International ENGIE/La Compagnie du VentHolcimHPSIntelcia Label Vie/Carrefour Maersk Drilling Maghreb Steel Mandarin Oriental HotelMoroccan Agency for Solar EnergyPSA PeugeotSNC-LavalinTPG/Satya


May 2018 143

CLIENT WORK IN MOROCCO

MASEN issues first green bond in MoroccoWe advised the Moroccan Agency for Sustainable Energy (MASEN) on the NOOR PV I program, part of Morocco’s successful solar vision, on issuing its first green bond in Morocco. The NOOR PV I program comprises three separate photovoltaic projects – NOOR Ouarzazate IV, NOOR Laâyoune and NOOR Boujdour – and will have a combined capacity of 170MW. MASEN financed the projects with support from KfW (in respect of NOORo IV) and the proceeds of the bond issue. Leading Saudi-based electricity company ACWA Power is the private sector partner.

Offshoring company Intelcia cedes control to AlticeWe advised Intelcia Group, one of the leading Moroccan offshoring companies, on the sale of control of the company to Altice. Intelcia Group is one of the top 10 French-speaking outsourced services providers (after acquiring Atento Morocco in 2016), with approximately 5000 employees and 9 major sites in Morocco. The company also employs over 1,000 workers across 5 production sites in France, has a presence in sub-Saharan Africa in Cameroon (Douala) and is expected to open another site in Senegal (Dakar).

US$240m seawater desalination plant financed as PPPWe advised a consortium of Spanish company Abengoa SA and investment fund InfraMaroc SA (CDG Group) on financing what is expected to be the world’s largest shared water supply from a seawater desalination plant. The plant will supply irrigation and drinking water in the Grand Agadir and Souss-Massa regions. With a production capacity of 275,000 m3, expandable to 400,000 m3, it will be one of the largest desalination plants in the world, and will in the future be fuelled by renewable energy. The project is structured as a public-private partnership between a number of private organizations and public bodies, including the Ministry of Agriculture, Maritime Fishing, Rural Development and Water and Forests, the Regional Office for the Development of Souss-Massa and ONEE. Financing for close to MAD4bn (US$420m) project will be provided by the Kingdom of Morocco, private partners, and a bank loan.

MARKET RECOGNITION

Tier 1 Banking, finance and capital marketsCorporate, commercial and M&AProjects and public lawTourism and real estateLegal 500 EMEA – Morocco 2017


144 May 2018

South Africa is a global commercial and financial center and a gateway to Africa’s emergent economic growth. With offices in Cape Town, Durban and Johannesburg, we have one of the largest legal footprints in South Africa and a presence that is more than a century old. We advise clients across the full range of business law and have particular strength in the financial institutions, energy and infrastructure, mining and commodities industries.

South Africa (Cape Town, Durban and Johannesburg)

LAWYERS IN SOUTH AFRICA

242DIRECTORS IN SOUTH AFRICA

86CONTACT

Sbu Gule+27 11 685 [email protected]

PRACTICE STRENGTHSAntitrust and competitionAviationBanking and financeBankruptcy, financial restructuring and insolvencyBroad-based Black Economic EmpowermentCapital marketsCorporate, M&A and securitiesData protection and privacyDispute resolution and litigationEmployment and laborEnvironmental law

InfrastructureInsuranceIntellectual propertyInternational arbitrationPower and utilitiesProfessional negligenceProjectsReal estateRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementStructured trade and commodity financeTax

SELECTED CLIENTSAfrican Development BankAnglo AmericanAvengBank of ChinaChevronExxaro ResourcesFirstRandIndustrial Development CorporationInvestecLouis Dreyfus CompanyNedbankRio TintoStandard Bank


May 2018 145

CLIENT WORK IN SOUTH AFRICA

Richards Bay to host new gas-fired power plantWe acted as legal advisors to RBGP2, a special purpose vehicle for the proposed construction of a 500MW–1000MW gas-fired power plant, together with associated infrastructure. The project will be developed on a site secured within the Richards Bay industrial development zone 1F, located within the uMhlathuze local municipality, KwaZulu-Natal Province, South Africa.

Bryte Insurance rebrands in South Africa and BotswanaWe advised Bryte Insurance (previously Zurich Insurance South Africa) on its rebranding in South Africa and Botswana. This included applications for amendments to the companies register in South Africa, filing trademark applications in South Africa and Botswana, and drafting and negotiating a worldwide copyright assignment agreement between our client and its design agency for its new branding. We also assisted with the acquisition of domain names from unrelated third party companies. We acted for Bryte to secure agreement with a company already registered at the Companies Office in Botswana as Bright Insurance to de-register its name and drafted a sale of shares agreement between the two companies.

Asia Pacific hospitality giant Minor expands in AfricaWe assisted Minor International, one of the largest hospitality and leisure companies in Asia Pacific, with continuing its expansion in Africa with share purchase agreements to buy all of Sun International Ltd and its affiliates, as well as Sun’s stakes in five subsidiaries in Botswana, Lesotho, Namibia, Swaziland and Zambia. The transaction follows Minor International’s acquisition of majority stakes in Sun’s interests in these companies in 2014. Our client also agreed to acquire Sun’s remaining legal and equitable interest in operating management agreements to run the relevant hotel properties. We advised on corporate law, finalised agreements, obtained regulatory approval for the transaction and submitted the exchange control application.

Cell C Proprietary in major recapitalization program We advised Cell C Proprietary Ltd, a wholly owned subsidiary of 3C Telecommunications Proprietary Ltd, on a recapitalization program to significantly reduce Cell C’s debt and reorganize its equity structure. 3C will cease to be a shareholder and Blue Label Telecoms, Net1, management, a staff scheme and various special purpose companies controlled by banks are subscribing for shares in Cell C at a price yet to be determined. In addition, we advised on restructuring Cell C’s debt, particularly eurobonds currently in issue and their replacement with new corporate bonds.

MARKET RECOGNITION

Tier 1Construction

Chambers Global – South Africa 2017

Banking and finance

Chambers Global – Africa-wide 2016, 2017

Energy and Natural Resources: miningIT and telecommunicationsProjects and energy

Chambers Global – South Africa 2016, 2017

Banking and financeConstructionDispute resolutionMiningProjects and infrastructure

Legal 500 EMEA – South Africa 2017


146 May 2018

Tanzania has attracted a surge in foreign direct investment in recent years, driven by gas discoveries, an ongoing program of restructuring and reform of the business environment, and a pressing need for energy and infrastructure, resulting from sustained economic growth across mining, agriculture, manufacturing, housing and communications. The country has seen fundamental legislative and regulatory changes across sectors and a strong governmental drive for results in infrastructure and energy, industries in which we are active in Tanzania and the wider East Africa region. Our team of internationally recognized and dual-qualified lawyers has deep knowledge and experience of the local and regional business, and legal and regulatory environment.

Tanzania (Dar es Salaam)

LAWYERS IN DAR ES SALAAM

10DIRECTORS IN DAR ES SALAAM

5CONTACT

Adam Lovett +255 764 700 [email protected]

PRACTICE STRENGTHSAntitrust and competitionAviationBanking and financeCommunications, media and entertainmentCorporate, M&A and securitiesEmployment and laborInsuranceIntellectual propertyMiningOil and gasPower and utilitiesReal estateRegulation and investigationsRenewablesRisk advisorySecurities litigation, regulation and enforcementTechnology and innovation

SELECTED CLIENTSCatalyst Principal PartnersCredit SuisseDeutsche BankInternational Finance CorporationKibo MiningMaurel & PromOPICRand Merchant BankSilver Street CapitalStandard BankStandard Chartered BankVodacomWananchi Group


May 2018 147

CLIENT WORK IN DAR ES SALAAM

US20bn Bagamoyo Port is east coast’s biggest investmentWe advised China Merchant Holdings International and State General Reserve Fund of Oman on developing Bagamoyo Port, the largest single investment on the east coast of Africa, expected to reach as much as US$20bn. As well as a new port, the project will develop a port-side industrial and manufacturing free zone, and associated power, road and rail infrastructure, built under a public-private partnership (PPP) contract with the Government of Tanzania. We carried out extensive due diligence on applicable procurement laws, PPP, and powers of the government regulatory authorities, engaging with relevant authorities and regulators to draft heads of terms for the port concession to operate the port.

OPIC restructures debt and expands Kilombero PlantationsWe acted for Overseas Private Investment Corporation, owner of the Kilombero Plantations flagship commercial farm in Tanzania, to restructure its security package for existing debt. We advised on the Tanazanian law aspects of the deal and inter-creditor arrangements, and carried out detailed legal and regulatory due diligence of Kilombero Plantations’ operations. We drafted and negotiated all security documents and advised on the provision of term loan facilities to Kilombero Plantations Ltd for the expansion of a rice farm, including construction of an irrigation system and captive power plants (both bio-gas and mini-hydro). We also drafted project documents for the expansion, including additional power plants, and drafted and negotiated loan and security documents and associated regulatory advice.

Kibo applies for open pit coal mining in southern TanzaniaWe assisted Kibo Mining with an application for a special mining license for open pit coal mining in southern Tanzania. The mine will be used primarily to supply a 600MW coal-fired power plant, which Kibo is developing on an independent power project basis.

Appian invests in Ngualla Rare Earth ProjectWe advised Appian Natural Resources on the acquisition of an equity stake and debt finance for Peak Resources to develop the Ngualla Rare Earth Project in Tanzania, a collapsed volcano located in the remote south west of Tanzania, which has the potential to be one of the lowest cost and highest quality rare earth projects globally.

Smile expands 4G mobile services in TanzaniaWe assisted Smile Telecommunications with securing ECA-backed debt and equity financing to expand its 4G LTE mobile networks and services in Tanzania.

MARKET RECOGNITION

Tier 1Legal market overview

Legal 500 EMEA – Tanzania 2015-2017


148 May 2018

Desks

May 2018 149

Desks

India 150

Israel 151

Nordic region 152

South Korea 153

The Marshall Islands 154


150 May 2018

RECENT DEALS/MANDATES

Rice producer in LCIA arbitrationsWe are defending one of India’s largest rice producers in three London-seated LCIA arbitrations, working with local Indian counsel in respect of agreements governed by Indian law. The claims total in excess of £20m (US$27m) and the matters concern issues arising in more than 12 related agreements, including: a trademark and licensing agreement; a business transfer agreement; a non-compete agreement; and a rice supply agreement. The disputes arise out of purported termination of the agreements by entities within a US conglomerate.

Hinduja buys UK War Office HQ We advised a joint venture between the Indian Hinjuja Group and Spanish group OHL Desarrollos on the purchase of the Grade II-listed Old War Office building in Whitehall, London for redevelopment into a luxury hotel and apartments. The UK Ministry of Defence sold the building to the partnership for £350m (US$458m) in 2016.

Mytrah renewables developmentWe are assisting the Asian Development Bank with five separate loans to five different borrowers to develop, finance, operate and maintain India’s 576MW Mytrah wind and solar power development. The wind projects will generate 476MW of energy in four SPVs in Rajasthan, Madhya Pradesh, Andhra Pradesh and Karnataka and the solar projects will generate 100MW of energy in two SPVs in Telangana and Punjab. The facility is secured over the project assets as well as shares in each borrower.

We have a strong record of advising clients with interests in India, as well as acting for Indian corporations and financial institutions on their global activities. Legal directories recognize us as a leading firm in projects and energy, international arbitration, and banking and finance. Our work also includes corporate advisory (including M&A and joint ventures) and dispute resolution for a variety of clients. Our lawyers coordinate across Asia Pacific, Canada, Europe and the Middle East, and our relationships with leading Indian law firms are long-standing.

India

PRACTICE STRENGTHSAcquisition finance and corporate lendingAsset financeAviationBanking and financeCorporate, M&A and securitiesDispute resolution and litigationInternational arbitrationRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShipping

CONTACT

Sherina Petit+44 20 7283 [email protected]

SELECTED CLIENTSAditya Birla GroupAsian Development BankAxis BankCitibankCrompton GreavesDBS BankEssar Projects (India) LtdGMR Holdings Pte LtdHinduja GroupICICI BankIDBI Bank LtdInfrastructure Leasing and Financial Services LtdInterGlobe EnterprisesKohinoor Foods LtdSociété GénéraleStandard Chartered BankSumitomo Mitsui Banking CorporationSuzlon Energy LtdTeekay Corporation

Desks

May 2018 151


Delek acquires controlling interest in Lion OilWe assisted Delek US Holdings with the acquisition of a controlling interest in Lion Oil Company, which owns a refinery in Arkansas, and related terminals and pipelines. We also advised on three separate sales of oil and gas properties in the west of the US.

Delek acquires significant interest in AlonWe assisted Delek US Holdings with the acquisition of a 47 percent interest in Alon USA, an independent owner of oil refineries in Texas, California and Louisiana, and terminals, pipelines and retail stores.

Bank Hapoalim in Liberia loanWe are assisting Bank Hapoalim, as Liberian counsel and rendering a legal opinion in respect of a loan to a Liberian corporation. We are also working for various European banks on matters of Liberian law, on amendments and releases of preferred ship mortgages for ZIM Lines.

AudioCodes self-tenders for its ordinary sharesWe represented AudioCodes Ltd, an Israeli company listed on Nasdaq, on a self-tender for three million of its ordinary shares.

We have a long history of representing Israeli and Israeli-related entities and have well-established Israel desks in the US, Canada and the UK. We have particular experience in advising Israeli companies on corporate, securities and financing transactions in the energy and technology, communications and infrastructure sectors worldwide. We acted as US counsel in the first public offering of an Israeli technology company in the US and have represented numerous clients on public and private financings, acquisitions, litigation, antitrust issues, venture capital and restructuring matters relating to Israeli companies.

Israel

SELECTED CLIENTSAudioCodes LtdDelek US Holdings Israel ElectricPPHE Hotel Group

PRACTICE STRENGTHSBanking and financeCorporate, M&A and securitiesDispute resolution and litigationEnergy

InfrastructureProjectsReal estateRisk advisorySecurities litigation, regulation and enforcementTransport

CONTACT

Neil Gold (New York)+1 212 318 [email protected]

Steven Suzzan (New York)+1 212 318 [email protected]

Brad Berman (New York)+1 212 318 [email protected]

David Sinclair (London)+44 20 7283 [email protected]

Ned Steinman (Toronto)+1 416 216 [email protected]


152 May 2018


TeliaSonera reviews Eurasian operationsWe advised TeliaSonera, the leading telephone and infrastructure mobile network company in Sweden and Finland, in reviewing its operations in certain Eurasian countries. This comprised analysis of its transactions, together with a risk assessment from a business ethics perspective.

Falck Danmark makes acquisitionsWe have advised Falck Danmark on a number of acquisitions, including medical services and frontline fire protection in the UK, and hostile environment Services in Western Australia.

Greenland Seafood sells German fish facilityWe assisted Royal Greenland Seafood A/S, one of the top ten seafood producers in Europe, with the sale of its fish processing facility in Wilhelmshaven, Germany, to two Singaporean companies, Sahara Investment Group, and Meridian Investment Group.

The Nordic business environment is driven by innovation and an entrepreneurial spirit. It has a legacy of strong financial institutions, energy and natural resources in abundance, and a large number of global corporates. We advise corporates and financial institutions from the Nordic region across a range of sectors, including renewable energy, nuclear energy and mining.

Nordic region (Denmark, Finland, Iceland, Norway and Sweden)

PRACTICE STRENGTHSBanking and financeBankruptcy, financial restructuring and insolvencyCorporate, M&A and securitiesDispute resolution and litigationEnergyInfrastructureProjectsRegulation and investigationsRisk advisorySecurities litigation, regulation and enforcementShipping

SELECTED CLIENTSArla FoodsDanske BankDnB NORDong EnergyLantmännenNordeaNorsk HydroRoyal Greenland SeafoodSaabSandvikSASSaxo BankSEBSSABStatoilThe Swedish ClubTeliaSoneraVattenfall

CONTACT

Tomas Gärdfors+44 20 7283 [email protected]

Desks

May 2018 153

South Korea, a G-20 country, is one of the world’s top 10 exporters and importers. We have an established track record in advising clients with interests in South Korea, as well as Korean corporations and financial institutions. Our advice is wide-ranging and we are strong in financial institutions, energy (including oil and gas, and power), infrastructure, mining and commodities, and technology.

South Korea

PRACTICE STRENGTHSAntitrust and competitionAsset financeBanking and financeCorporate, M&A and securitiesDispute resolution and litigationProjectsRisk advisorySecurities litigation, regulation and enforcementShipping

SELECTED CLIENTSCiticorpHyundai KEXIM KOGASKorea Development BankPOSCOSamsung CorporationSK Group Shipping Finance


Daewoo bids for Shwe Taung gas-fired IPPWe advised Daewoo International Corporation on its bid for the Shwe Taung 75MW gas-fired independent power project (IPP), the second to be competitively tendered in Myanmar. We advised on the draft power purchase agreement (PPA) proposed by Myanmar Electric Power Enterprise. This was a challenging matter given that Myanmar does not traditionally use a standard form PPA.

US$273m financing for Hyundai GlovisWe advised Citicorp International as facility agent and security trustee for a secured term loan of up to US$273m to refinance the purchase price of seven 6000-7300 unit class roll-on roll-off car carriers and one 180,000DWT bulk carrier registered under the law and flag of Panama and the Republic of Marshall Islands, to be bareboat chartered to Hyundai Glovis.

Asiana Airlines US$210m financingWe advised Korean Development Bank (KDB) and KDB Asset Management in their US$210m financing of Asiana Airlines to fund its third A380-800 vehicle. This was structured to provide for a €/US$ cross-currency interest rate swap allowing Asiana to use lease rentals denominated in euros and Korean won to repay debt on the senior loan and junior note.

US$4bn gas and petrochemicals projectWe advised KEXIM, Korea Trade Insurance Corporation and Asian Development Bank providing project finance for a US$4bn upstream gas and petrochemicals project, which was sponsored by Korea Gas Corporation, Honam Petrochemical Corporation, STX Energy Co Ltd and Uzbekneftegaz.

CONTACT

George Gibson+81 3 5218 [email protected]

Kathy Krug+1 403 267 [email protected]

Tier 1Projects and energy: foreign firms

Legal 500 Asia Pacific 2017


154 May 2018


Lenders finance 18 liquefied petroleum gas carriersWe advised the lenders, including ABN AMRO, on the New York and Marshall Islands law aspects of a US$760m facility to finance a fleet of 18 liquefied petroleum gas (LPG) carriers, newly constructed and under construction in Korea, respectively. The vessels have been ordered by New York Stock Exchange-listed Dorian LPG, a pure-play LPG shipping company which operates modern, very large gas carriers. Parts of the loan are guaranteed by Export-Import Bank of Korea and Korea Trade Insurance Corporation.

Global Ship Lease issues bond We advised containership charter owner Global Ship Lease (GSL), a Marshall Islands corporation on its US$360m bond issuance and US$54.8m secured term loan facility. GSL will use the net proceeds to refinance its existing 10 percent first priority secured notes due 2019. In addition, all outstanding borrowings under each of its existing revolving credit facility and existing secured term loan have been repaid and terminated.

VLGC vessels refinanced by BNP Paribas, DVB Our lawyers in China advised ICBC Leasing on the secured refinancing by BNP Paribas and DVB Group Merchant Bank (Asia) Ltd of four newly built very large gas carrier (VLGC) vessels (under construction at Daewoo Shipbuilding in Korea) to be leased to Hong Kong entities wholly-owned by Shandong Shipping. Each lender provided term loans of US$106.4m to two Marshall Islands entities affiliated to ICBC Leasing (Hai Kuo Shipping 1361 Limited and Hai Kuo Shipping 1363 Ltd) each of which owns a VLGC vessel to be leased to Hong Kong entities wholly-owned by Shandong Shipping.

We have one of the world’s largest Marshall Islands (RMI) practices and are able to serve clients operating across all time zones. We have two Partners and one Of Counsel qualified to advise on Marshall Islands law, working closely with our teams globally, particularly in relation to shipping transactions and disputes involving RMI-flagged vessels and entities. The RMI is one of the largest ship registries in the world and a growing number of business entities formed here are routinely used as corporate vehicles for shipping and non-shipping corporate activities.

The Marshall Islands

PRACTICE STRENGTHSBanking and financeBankruptcy, financial restructuring and insolvencyCorporate governance and complianceCorporate, M&A and securitiesJoint venturesProjectsShippingTransport

CONTACT

Brian Devine+1 212 318 [email protected]

Jonathan Silver+852 3405 [email protected]

Desks

May 2018 155


156 May 2018


May 2018 157

Antitrust and competition 158

Banking and finance 159

Corporate, M&A and securities 160

Dispute resolution and litigation 161

Employment and labor 162

Intellectual property 164

Real estate 165

Tax 166

Risk advisory 167



158 May 2018

Our global platform allows us to offer a ‘one-stop’ legal service for all antitrust aspects of international M&A deals, joint ventures and strategic alliances, including merger filings and clearances in multiple jurisdictions worldwide. It is essential to delivering global compliance strategies, managing competition litigation and claims, and for international investigations into cartels and anticompetitive practices. Our lawyers are qualified in the competition laws of many jurisdictions and have deep local knowledge of markets, laws, regulators and practice.


Our practice covers

Advertising and marketing practices

Cartel and conspiracy investigations

Competition litigation

Compliance programs

M&A and joint ventures

Market investigations

Merger review

Monopoly and abuse of dominance

Pricing, distribution and licensing practices

Public procurement

Securities

State aid

Utilities and sector regulation

WTO and international trade

LAWYERS

130CONTACT

Peter Scott+44 20 7444 [email protected]

“Particular expertise in competition work arising in the highly regulated industries space, including financial services and transport. Strong disputes presence bolstered by increasing activity in claimant-side follow-on damages litigation.”

Chambers UK 2017

Top 10 global competition eliteGlobal Competition Review 2015-2017


May 2018 159

Banking and financeWe have one of the longest histories of any law firm in advising major banks, finance providers, export credit agencies, corporate and sovereign entities, and other participants in the global banking and finance arena. We advise across the full spectrum of banking and finance matters, acting for all parties, from multinational lenders to growth corporations. As well as advising on day-to-day banking and finance matters for issuers, underwriters, borrowers and lenders, we are leaders in complex, cross-border banking and finance transactions for the world’s most prominent financial institutions and corporates.

Our practice covers

Banking and finance

Bankruptcy, financial restructuring and insolvency

Capital markets

Government finance

High-yield bonds

Islamic finance

Projects

Real estate

Structured trade and commodity finance

LAWYERS

800CONTACT

Martin McCann+44 20 7444 [email protected]

“Their client management skills are top-notch, and they are creative in problem solving when non-standard questions need to be solved.”Chambers Global – Global-wide (Banking and finance) 2017


160 May 2018

Our global corporate practice advises market-leading corporations and financial institutions across a full spectrum of matters, including public takeovers, private M&A, joint ventures, disposals, equity capital markets, general commercial and corporate advisory matters. We have a particular focus on providing assistance with complex domestic, cross-border and multi-jurisdictional transactions in emerging and developed markets. We are experienced in representing all parties in capital markets transactions, including issuers, underwriters, placement agents and selling shareholders, and other market players.

Corporate, M&A and securities

Our practice covers

Asset and wealth management

Commercial contracts

Corporate governance and directors’ responsibilities

Corporate regulations and restructurings

Data protection, privacy and cybersecurity

Funds and investment management

International offerings

Investment fund IPOs

Joint ventures

M&A

Private equity and venture capital

Private placements

Rule 144A and Regulation S offerings

Secondary offerings (including rights offerings)

Secondary tender offers and going private transactions

Securities

Securities litigation, regulation and enforcement

Sourcing and technology

LAWYERS

1400CONTACT

Martin McCann+44 20 7444 [email protected]

“The lawyers are extremely responsive and very focused on our objectives as a client. They have real sector expertise and I hold them in the highest regard.”Chambers Global – Global-wide, Corporate, M&A 2017


May 2018 161

We have one of the largest dispute resolution and litigation practices in the world, with experience of handling and resolving multi-jurisdictional mandates and international arbitration across all industry sectors. We advise many of the world’s largest companies on complex, high-value disputes. Our lawyers both prevent and resolve disputes by giving practical, creative advice that focuses on our clients’ strategic and commercial objectives.


Our practice covers


Appellate

Catastrophic and mass disaster disputes

Class actions

Commercial disputes

Construction and engineering


eDiscovery


Energy

Environmental law


Healthcare

Insurance

International arbitration

Life sciences

Marine casualty, admiralty and shipping

Patents

Pharmaceuticals

Product liability

Professional negligence

Real estate

Regulatory and investigations

Securities litigation, investigations and SEC enforcement

Transnational litigation

White collar crime

LAWYERS

1200CONTACT

Gerry Pecht+1 713 651 [email protected]

“We have been honoured to work with its different offices and are of the view that they always provide a high-quality and cost-effective service”Chambers Global – Global-wide (Dispute Resolution) 2017


162 May 2018

We have wide-ranging experience of all areas of contentious and non-contentious employment and labor law, including employee benefits, large global share plans and tax-efficient schemes, and pensions. Our work ranges from sensitive severance issues and workplace discrimination through to global share plans and international pension arrangements. We have an excellent record of handling high-profile disputes and regularly advise on the employment and labor law aspects of multi-jurisdictional corporate reorganizations.


LAWYERS

320CONTACT

Richard Charney+1 416 216 [email protected]

“Norton Rose provides pragmatic, commercially oriented advice. The team demonstrates deep technical expertise across the employment law field, and is always accessible and responsive.”Chambers Global – Global-wide, Employment 2017Our practice covers

Boardroom disputes and severance claims

Business immigration and international mobility

Collective bargaining issues, including trade union recognition and negotiations

Employment and labor law aspects of all corporate finance transactions

Employment and labor litigation

Employment policies, including IT

Equal opportunity, discrimination and harassment

International employment issues, including dual contracts

Judicial review advocacy

Occupational health and safety

Pay and employment equity

Privacy law and access to information

Redundancies and dismissals

Securities

Service agreements, contracts of employment and handbooks

Transfer of undertakings


May 2018 163

Employee benefits

Communication and disclosure of information

Corporate governance and executive remuneration

Deferred compensation and claw back

Employment incentives

Securities law issues and exchange control

Share plans and bonus implementation

Tax advice and tax approvals

Pensions

Acquisitions and disposals

Corporate restructuring transactions

Establishing new pensions plans

Governance and administration of pension plans and retirement savings arrangements

International pensions

Pension and product documentation

Pension investment, derivatives and custody

Pension plan mergers

Pensions regulation

Product documents

Risk advisory

Securities

Tax treatment of pensions

Terminations and wind-ups

Treatment of pension surplus and deficits


164 May 2018

We have extensive experience of adding value for our clients by identifying, protecting and exploiting intellectual property rights at all stages of the innovation life-cycle. With more than 250 lawyers, patent and trademark agents, we provide strategic advice on a global basis, covering all aspects of intellectual property rights, from registration of IP rights to commercialization and enforcement. Our services include protection and prosecution of patents, portfolio management, patent, trademark and copyright litigation, and commercial IP advice.


Our practice covers


Commercialization strategies


Entertainment law

Financial services and regulation

Franchising

IP audits

IP due diligence and support for financing and corporate transactions (including M&A, restructurings and IPOs)

IP litigation and enforcement of patents, trademarks, copyright, trade secrets and domain names

License, supply, distribution and related commercial IP agreements

Packaging and labeling strategies

Patents

Preparation and prosecution of applications for patents, trademarks, copyright and industrial designs

Securities

Strategic portfolio development and management

Tax

Trademarks and branding

Transfer of technology

LAWYERS

250CONTACT

Jim Repass+1 713 651 [email protected]

“very professional and incredibly efficient.”Chambers Global – Global-wide, Intellectual Property 2017


May 2018 165

Our real estate lawyers act on investments, large-scale development, urban regeneration, asset management and property finance transactions and projects across all real estate asset classes and industry sectors. We advise on every type of real estate transaction and project, equity and debt financing and dispute, working closely with colleagues in our tax, funds management, debt financing and corporate teams to deliver complete solutions to our clients.

Real estate

Our practice covers

Commercial leasing

Construction and engineering

Development/regeneration

Environmental law

Expropriation

Investment

Islamic finance

PFI and PPP

Planning and zoning

Projects

Projects, corporate and banking

Real estate assessment and taxation, conveyancing and finance

Real estate litigation

Securities

Tax

Title examination

LAWYERS

200CONTACT

Peter Trevaskis+61 2 9330 [email protected]

“Often collaborates with colleagues in other departments to represent major financial institutions and industrial and residential developers on a wide range of property mandates.”Chambers Global 2017


166 May 2018

We cover all areas of tax planning, investigation and litigation services to companies of all sizes, advising across industries and jurisdictions. We have significant international reach, with tax practitioners across our offices. We provide comprehensive services for all corporate, finance and real estate transactions, reinforced by our strong industry sector focus. This includes employee benefits, ERISA litigation, international tax and transfer pricing, tax examinations and disputes, and trusts and estates.

Tax

Our practice covers

Asset finance

Capital markets and financial instruments

Corporate and partnership tax

Corporate tax planning


Energy taxation

Executive compensation and benefit plans

Investment funds

M&A

Real estate

Risk advisory

Securities

Tax-exempt finance

Transfer pricing

Trusts and estates/private wealth

LAWYERS

150CONTACT

Andrius Kontrimas+1 713 651 [email protected]

“The lawyers help us a great deal in this area. They give us specific and comprehensive answers in a short time. We are very satisfied with them.”Chambers Global – Global-wide, Tax, 2017


May 2018 167

Our global risk advisory group leverages our extensive industry experience and our in-depth knowledge of the legal and regulatory landscape to help clients understand their risk exposure worldwide along with robust governance, risk and compliance strategies to manage and minimize it. Our lawyers are proactive in anticipating issues and deliver creative, commercial solutions to help clients navigate increasingly complex challenges. Using our global platform, we provide effective risk management across business and jurisdictional boundaries, covering compliance, investigations, litigation, risk assessment, due diligence and training.

Risk advisory

Our practice covers


Bribery and anti-corruption

Business and human rights

Commodities and derivatives

Corporate governance

Cybersecurity


Diversity and inclusion


Environmental

Financial services and regulation

Health and safety law


Investigations

Outsourcing

Real estate

Regulation

Representative and class actions

Sanctions and export controls

Securities

Supply chain

Tax

Whistleblowing

White collar crime

CONTACT

Jane Caskey+1 416 216 [email protected]


168 May 2018

Global industry strengths

May 2018 169

Financial institutions 170

Energy 172

Infrastructure, mining and commodities 174

Transport 176

Technology and innovation 178

Life sciences and healthcare 180


AMS Amsterdam

ATH Athens

AUS Austin

BAH Bahrain

BAN Bangkok

BEI Beijing

BOG Bogotá

BRI Brisbane

BRU Brussels

CAL Calgary

CAN Canberra

CAP Cape Town

CAR Caracas

CAS Casablanca

DAL Dallas

DAR Dar es Salaam

DEN Denver

DUB Dubai

DUR Durban

FRA Frankfurt

HAM Hamburg

HK Hong

Kong

HOU Houston

IST Istanbul

JAK Jakarta

JOH Johannesburg

LA Los Angeles

LON London

LUX Luxembourg

MEL Melbourne

MEX Mexico

MIL Milan

MIN Minneapolis

MON Montréal

MNO Monaco

MOS Moscow

MUN Munich

NYC New York

OTT Ottawa

PAR Paris

PER Perth

PIR Piraeus

PNG Port Moresby

QUE Québec

RIO Rio de Janeiro

RIY Riyadh

SAN San Antonio

SANF San Francisco

SAO Saõ Paulo

SHA Shanghai

SIN Singapore

STL St Louis

SYD Sydney

TOK Tokyo

TOR Toronto

VAN Vancouver

WAR Warsaw

WDC Washington, DC

OFFICE KEY (TRANSACTIONS)


170 May 2018

We provide the world’s preeminent financial institutions with a full business law service around the globe, providing technical, sector and regulatory expertise to the banking, insurance, asset management and investment industries. Our risk advisory service enables our clients to mitigate the challenges they face, while our regulatory and investigations teams help them to navigate the increasingly demanding regulatory environment and resolve their most high-profile investigations. Our global platform allows us to respond swiftly, efficiently and strategically to complex multi-jurisdictional litigation challenges. Our FinTech and InsureTech practices are truly global teams, working with financial institutions, start-ups and investors to capitalize on the transformative potential of new technologies such as artificial intelligence, the blockchain and smart contracts, while ensuring compliance with the rapidly changing regulatory landscape.


We deliver

A leading reputation for undertaking some of the most complex regulatory matters

A global FinTech practice with experience of advising banking and insurance consortia on deployment of blockchain technology

Experience of acting on some of the world’s highest profile multi-jurisdictional investigations, including prominent regulatory inquiries, regulatory enforcement and criminal investigations

A global network of M&A lawyers providing sector-focused advice on cross-border transactions, complex structuring, restructuring and disposals

Regulatory compliance consulting services to help our clients develop, review and enhance their governance arrangements, control reviews, compliance and risk frameworks

Securities lawyers covering the full range of equity and debt capital markets matters, from international equity offerings and multiple listings to investment grade and high-yield debt, as well as securitization and derivatives

An 800-strong global banking and finance team with one of the longest histories of any law firm in the field.

LAWYERS

1100CONTACT

James Bateson+44 20 7444 [email protected]

Clients observe that “they’re not just corporate lawyers advising on corporate transactions – they know what the industry is and how it works.”Chambers Global – Global Wide, Insurance 2017


May 2018 171

AIG and Standard Chartered launch blockchain platformWe acted for AIG and Standard Chartered to establish the first blockchain-enabled platform to streamline purchasing of trade finance invoices from a global logistics company. We acted as deal, drafting and structuring counsel.VALUE

£200m (US$266m)OFFICES

LON

RBC issues first SEC-registered global covered bond programWe advised Royal Bank of Canada (RBC) on its €32bn (US$38bn) global covered bond program and its issuance in various jurisdictions of more than C$45bn (US$36bn) in covered bonds under the program. This was the first program of its kind in Canada, and the first to be registered with the US Securities and Exchange Commission. The transaction was recognized as debt financing deal of the year by The M&A Advisor and structured finance and securitisation deal of the year at the IFLR Americas Awards.VALUE

US$95bn (€32bn and C$45bn)OFFICES

TOR LON SYD

Victory for former JP Morgan executive ‘London Whale’Our London and New York regulation and investigations lawyers secured a significant outcome for Javier Martin-Artajo, a former senior executive at JP Morgan, in multi-jurisdictional proceedings before the US Department of Justice (DoJ) and the US Securities and Exchange Commission (SEC). After five years of investigations and proceedings in the US and Europe, in 2017 the DoJ and the SEC dismissed all criminal charges and civil claims against our client. The allegations related to Martin-Artajo’s conduct in 2012 over what the media referred to as the ‘London Whale’ trading losses. The US government’s decision, which ended 4 years of civil proceedings involving the disclosure of millions of pages of documents, depositions of over 35 fact witnesses and careful government analysis of the evidence, completely vindicates Martin-Artajo’s position. Our representation of our client demonstrates the depth and strength of our cross-border investigations and enforcement capabilities in advising senior executives, financial institutions and corporates, with experience in the key financial and regulatory centers of London, New York and Washington, DC. We worked alongside Cortes, a law firm in Spain, on extradition proceedings issued by the US government and in which the Spanish Courts found in favor of our client in 2015.VALUE

CONFIDENTIALOFFICES

LON NYC WDC PAR ATH

HSBC reviews global HQ, implements UK ring-fencingWe advised global banking group HSBC on its 10-month review of the best domicile for its global headquarters, first announced in April 2015. This involved analysing the corporate, regulatory and governance regimes of numerous countries, as well as the impact of relocating HSBC’s global network, which spans 73 countries. We also advised HSBC’s appointed Independent Banking Representative in relation to the review of the bank’s implementation of ring-fencing in the UK.VALUE

CONFIDENTIALOFFICES

LON

PAR

HK

SYD

MEL

TOR

HAM

FRA

DUB

SIN

SHA

WDC NYC

HOU

WAR

MIL

JOH

AMS

RIY

JAK


172 May 2018

We have one of the largest and most dynamic energy practices in the world. We have been advising our energy clients for more than a century. Our lawyers are spread across every major energy market, assisting our clients with innovation and technological advancement across the entire value chain. We are proud to be at the heart of the transition to a low carbon economy and help our clients in all industries to assess and respond to the opportunities and challenges this presents as brand value in this sector continues to change. We support our clients at every stage of their journey.

Energy

We deliver

Leading legal and strategic advice on the rapid and disruptive transformation of the energy sectorAn unprecedented number of successful and innovative ‘country first’ and ‘technological first’ transactions in emerging marketsSupport for the incubation and commercialisation of new technologies and business modelsInsight into the digitalization of the energy value chain through the use of distributed ledger technology and blockchain

Extensive industry and market knowledge aligned with the drivers behind new global markets, such as energy storage, LNG-to-power, hydrogen economy and floating offshore wind Guidance for organisations across all industries on driving down carbon impact through energy efficiency, on-site clean energy, corporate power purchase agreements and carbon capture investments.

LAWYERS

900+CONTACT

Simon Currie+61 2 9330 [email protected]

“they are very astute, very thorough and offer good feedback and guidance.”Chambers Global – Global-wide, Projects and energy, 2017


May 2018 173

Tullow Oil in US$2.5BN reserves based lendingWe advised FTSE 250-listed company Tullow Oil plc on the refinancing of its US$2.5bn reserves based lending facilities and consequential amendments to its US$600m senior secured revolving credit facility. The transaction, one of the largest reserves based lending transactions in the international market, involved more than 30 Tullow entities operating in 11 jurisdictions.VALUE

US$2.5BNOFFICES

LON BRU AMS PAR CAL

Asia-Pacific petchem deal of the year: Pengerang Terminal 2We assisted a consortium of nine lenders on a US$1.25bn financing to develop a 1.65 million cubic metre oil storage terminal to support a large integrated refinery complex in Johor, Malaysia. The project is sponsored by PETRONAS, Vopak and Dialog.VALUE

US$2.3bnOFFICES

SING AMS

AES Southland: Americas power deal of the year We advised a consortium of lenders on financing the 1394 MW Southland repowering project in Southern California sponsored by AES Corporation. This is one of the first project financings for battery-based energy storage, and the largest non-recourse financing in this industry. The transaction, which won Americas power deal of the year in 2017 in Project Finance International, is also one of the largest recent financings involving both a significant bank and bond tranche.VALUE

US$2.3BNOFFICES

WDC NYC

Largest P3 financing in CanadaWe advised the Alberta Electric System Operator on the development and implementation of public-private partnership (P3) contracts for the design, build, ownership, operation and maintenance of a 500 kV, 500 km, C$1.65bn transmission line. Our work included advice on an innovative and unique debt funding competition for project debt of approximately C$1.4bn. – the largest P3 financing to be completed in Canada to date. The transaction won Project Finance International’s 2017 Americas P3 deal of the year.VALUE

C$1.65BN (US$1.3BN)OFFICES

CAL

Landmark wind portfolio in ThailandWe advised Wind Energy Holdings, one of the largest wind power operators in Southeast Asia, as sponsor on the development and construction of five 90MW wind farm projects in the Nakhon Ratchasima province of Thailand and Siam Commercial Bank on financing these projects. The co-development of five utility-scale contiguous projects with common infrastructure involved managing a high degree of complex interface riskVALUE

US$1.1BN OFFICES

SING BAN SYB

US$2BN award in ICC arbitration We advised Israel Electric Corporation (IEC) in defending a landmark appeal by Egyptian General Petroleum Corporation (EGPC) and Egyptian National Gas Holding Company (EGAS). The Swiss Supreme Court upheld an ICC award that requires state entities EGPC and EGAS to pay more than US$2bn to IEC (and additional damages to East Mediterranean Gas) for breach of a contract to supply gas to downstream Israeli commercial users.VALUE

US$2BN OFFICES

LON


174 May 2018

Our infrastructure, mining and commodities group covers multiple markets, sectors and regions globally. We advise on some of the world’s most significant projects and transactions spanning developed and emerging jurisdictions. Our global mining team is recognized as preeminent, with dedicated lawyers operating out of each of the traditional and emerging mining exchanges. The experience of our global infrastructure team spans a broad spectrum of asset classes and includes some of the most complex PPP and bond financing deals across both primary and secondary markets. Our commodities team is renowned for its advice on market-leading structured trade and commodity finance transactions, while our practice continues to be one of the only truly global food and agribusiness teams able to provide clients with complete coverage of the sector from farm to fork, including advice on the future of food and agribusiness and sustainable farming practices to help our clients adapt to an ever-changing world.

Infrastructure, mining and commodities

We deliver

Award-winning project finance expertise

A global PFI/PPP team with experience in the most complex infrastructure projects

World-class mining lawyers based in offices across all the main mining markets

Emerging markets capability across a variety of project, sector and asset classes

Experience in the China-Africa mining and infrastructure axis, drawing on a 15-year track record in Africa and more than 30 years in China

Advice across a range of areas, including capital markets, real estate, corporate dispute resolution, international arbitration, risk advisory, IP, and employment and labor

Commodities lawyers with considerable emerging markets experience

A dedicated business ethics, reputational and risk management program

LAWYERS

1150CONTACT

Nick Merritt+65 6309 [email protected]

“did an excellent job and really understood the market and the project.”Chambers Global – Global-wide, Projects and energy: mining and minerals, 2017

Tier 1Projects and energy: mining and minerals

Chambers Global – Global-wide, 2017


May 2018 175

University of Essex refinances student accommodationWe advised AGE and AGM on their guaranteed payments of schedule principal and interest on a £98m (US$132m) project bond issued to refinance student accommodation at the University of Essex’s Colchester campus in the UK. The project has been underway since 2013 and comprises approximately 1420 rooms. We also advised AGE and AGM on guaranteed payments of scheduled principal and interest on a £60.6m project bond issuance to finance the second phase of construction, operation and maintenance of 643 rooms. We advised TradeRisks Ltd as arranger and the Bank of New York Mellon as security trustee and bond trustee. VALUE

US$160mOFFICES

LON

Financing for Mongolian Oyu Tolgoi copper-gold projectWe acted as Canadian counsel to Turquoise Hill Resources Ltd, an international mining company focused on copper, gold and coal mines in Asia Pacific, on the US$4.4bn project financing for its Oyu Tolgoi copper-gold project in Mongolia. This is one of the largest project financing transactions in the mining industry.VALUE

US$4.4bnOFFICES

MON

Funding approved for Kingston Freeport terminalWe represented Inter-American Development Bank, Proparco (the private sector financing arm of Agence Française de Développement), Deutsche Investitions - und Entwicklungsgesellschaft (DEG), FMO (the Dutch development bank) and commercial B lenders on US$265m of loans to Kingston Freeport Terminal Ltd to develop, operate and expand a container terminal in Kingston, Jamaica. The US$452m project is to operate and maintain the container facility, to deepen the navigation channel for access by 14.2 million draft vessels, and to acquire new equipment and systems to increase port capacity to 3.2 million TEUs per year within the first six years under the concession. The project was named North America port deal of the year at the 2016 IJGlobal Awards and Best port financing at Latin Finance’s 2017 project and infrastructure finance awards. VALUE

US$452mOFFICES

NYC WDC

Sangaredi bauxite mine gets private financingWe are assisting Compagnie des Bauxites, a mining venture owned by Rio Tinto, Alcoa, Dadco and the State of Guinea, with the expansion of its Sangaredi bauxite mine in western Guinea and, ultimately, the construction of additional rail and port infrastructure to service its increased production. IFC, OPIC and a syndicate of commercial banks (backed by a guarantee from UFK) are providing the anticipated quantum of US$700m, the largest private financing in Guinea, to date.VALUE

US$700mOFFICES

LON

TAV Havalimanlari to build three airports in NigeriaWe are advising TAV Havalimanlari Holding AS on concessions to build airports in four locations in Nigeria: Lagos; Abuja, Kano and Port Harcourt.VALUE

CONFIDENTIAL

OFFICES

LON

Agrium in C$38bn merger with Potash CorpWe acted as counsel to Agrium Inc on a C$38bn (US$36bn) combination with Potash Corporation of Saskatchewan to create the world’s largest crop nutrient supplier with a market value of approximately US$27bn. The companies are Canada’s largest fertilizer producers. We advised on executive compensation; Canpotex matters; review of underlying agreements; and helping to draft documentation. Potash Corp shareholders will own 52 percent of a new parent company to be formed, with the remainder held by Agrium shareholders on a fully diluted basis, subject to approvals.VALUE

C$38bn (US$30bn)OFFICES

TOR


176 May 2018

We are one of the few global law firms to provide the all-round service needed by today’s rapidly evolving transport sector. We develop innovative ways of addressing business challenges in aviation, rail and shipping and offer our clients the benefit of in-depth knowledge rooted in our experience of advising on all sides of major matters in the sector. We are strong in all practice areas with a track record in asset finance, dispute resolution and litigation, regulation and a fast-growing corporate, M&A and securities business.

Transport

We deliver

A world-class transport practice able to advise on all aspects of aviation, rail and shipping on both a local and global scaleDeep understanding of the transport sector from advising airlines, rolling stock and train operating companies, ship owners, financial institutions, manufacturers, regulators and governmentsAsset finance lawyers in all the world’s leading financial centersExperience of all forms of finance and leasing structure, including Islamic financeMarket knowledge and a thorough understanding of how the transport sector operates, derived from decades of experience in the sectorA dispute resolution team practiced in advising on multi-jurisdictional litigationExperience in restructuring, insolvency and enforcementA global emergency response team

Lawyers instrumental in the development of new forms of cooperation within the transport sector, via private equity investment, joint ventures, strategic alliances and M&AWorld-class regulatory lawyers with the capability to advise clients on environmental regulation, sanctions, antitrust and competition, anti-bribery and corruption and to guide clients through the adoption of new technology such as blockchain and artificial intelligenceLeading experience in M&A, private equity, joint ventures, strategic alliances and other forms of cooperationGuidance on antitrust, competition, and international regulatory systems and controls In-depth knowledge of sustainability and climate changeA dedicated business ethics, reputational and risk management program

LAWYERS

400CONTACT

Harry Theochari+44 20 7283 [email protected]

Tier 1Shipping: financeRail: finance

Chambers Global – Global-wide, 2017

Transport firm of the yearLegal 500 UK Awards, 2017


May 2018 177

AFIC-insured financing for Korean Air Lines aircraftWe advised Sumitomo Mitsui Banking Corp and Development Bank of Japan on the innovative new Aircraft Finance Insurance Consortium (AFIC)-insured financing alternative to export credit financing for two Boeing 787 Dreamliner aircraft for Korean Air Lines. The new structure involves credit insurance provided by commercial insurers, combined with secured financing of the aircraft. VALUE

CONFIDENTIAL

OFFICES

LON NYC

Station to complete Angola’s US3.8bn Luanda airportWe are acting for the Ministry of Finance in the Republic of Angola in a US$150m financing to build the Luanda new international airport railway station and railway lines from Baia railway station to the new airport railway station, connecting it to Luanda city 40km away. The railway station will complete the US$3.8bn new international airport.VALUE

US$150m

OFFICES

BEI LON

Delta in transpacific joint venture with Korean AirOur Asia antitrust and competition team is advising Delta Air Lines on a transpacific metal-neutral joint venture with Korean Air. The joint venture will link 15 Asian countries with the US, allowing the two airlines to offer an enhanced and expanded network serving more than 290 destinations in the Americas and more than 80 in Asia, and providing customers of both airlines with more travel choices. We are providing competition law and regulatory assistance across Asia.VALUE

CONFIDENTIAL

OFFICES

BAN HK JAK SIN TOK Commonwealth Bank funds Angel TrainsWe assisted Commonwealth Bank of Australia with a £900m (US$1.2bn) rail financing in partnership with train leasing company Angel Trains. The financing, part of one of the largest privately-procured train orders in the UK, will be used to finance a new fleet of 665 Bombardier Aventra trains for Abellio’s new East Anglia franchise. VALUE

£900m (US$1.2bn)

OFFICES

LON SYD

First mortgage enforcement action over FPSO vesselWe advised on one of the first mortgage enforcement actions over a floating production storage and offloading (FPSO) vessel for a syndicate of lenders led by DVB Group Merchant Bank (Asia) Ltd. This arose out of the restructuring of a loan to finance an FPSO for OSX-1, a Dutch borrower that had been operating in Brazilian waters and was chartered to Brazilian operator, OGX. The complex restructuring was linked to the insolvency of OSX-1’s parent organisation the EBX Group of Brazil, the biggest corporate insolvency in Latin American history. We advised on additional financing necessary to secure the export of the vessel from Brazil to Norway, which took more than two years to be complete, followed by a judicial sale of the vessel in Norway, in which the syndicate of lenders also provided financing to the bidding entity. VALUE

CONFIDENTIAL

OFFICES

SIN LON HAM NYC AMS RIO


178 May 2018

Our global technology and innovation group advises a number of the world’s leading corporations and institutions throughout the technology, business services, communications, media, entertainment and consumer markets sectors. With technology lawyers across our geographies, we provide our clients with a global service in established and emerging markets. Our lawyers around the world advise on the cutting edge of new developments in technology, including artificial intelligence (AI), Internet of Things, distributed ledger technology, autonomous vehicles, digital disruption and transformation.

Technology and innovation

We deliver

Significant global sourcing and technology experience

Experience in retail, brand and distribution

One of the leading franchising practices

A global international data privacy and protection team

Experience of innovative cross-border telecoms projects, in both developed and emerging economies

Lawyers focused on media convergence and new technology platforms

Support with brand protection and digital rights management

A reputation in consolidation, M&A and restructuring in the global technology sector

Advice on all aspects of information technology agreements in both developed and emerging economies

Advice on conducting business on the internet

Advice on all aspects of cyber security

A dedicated business ethics, reputational and risk management program

LAWYERS

500+CONTACT

Nick Abrahams+61 29 330 [email protected]

“The advice is good, pragmatic and commercial; they have good industry knowledge.”Chambers Global Global-wide, TMT 2017

“Very responsive, personable, relatable and give solid commercial advice.”Chambers Global Global-wide, TMT 2017


May 2018 179

Vodafone CityFibre partnershipWe advised Vodafone on its agreement with broadband network specialist CityFibre to provide a high-speed, full-fibre internet service to one million homes by 2021, with an option to extend to five million homes by 2025. The partnership represents one of the most significant developments in UK telecommunications in recent years.VALUE | £500M (US$678)OFFICES

LON Mycronic acquires Vi TechnologyWe are assisting Mycronic AB, a listed Swedish high-tech company, with its acquisition of French technology company, Vi Technology, from Neptune Group and other financial shareholders. Vi Technology develops, manufactures and sells solutions for inspection during the assembly process in printed circuit board manufacturing for customers in the automotive, aerospace, industrial and medical markets.

VALUE | CONFIDENTIALOFFICES

PAR SHA SIN DAL

McLaren Racing Ltd and McLaren Applied Technologies LimitedWe act on an ongoing basis for McLaren Racing Ltd in managing its global IP portfolio and we are advising McLaren Applied Technologies Limited on its proposed trademark protection. This is the only partnership between a global legal practice and a Formula 1 team in the world today.

VALUE | CONFIDENTIALOFFICES

LON FRA SA SYD

Avoka commercialises new product internationallyAvoka Technologies developed new software that enables financial institutions to enrol customers for new credit cards and other financial services faster and more easily and accurately. The application processing services were originally offered as a hosted service in the cloud, but customers pressed for more commercial options. We assisted Avoka to develop its commercial models along with a range of agreements to use the software under different commercial agreements. These include a service agreement, on-premises software licence agreement, bureau services agreement, reseller agreement, service level agreements and ancillary commercial agreements. Our Sydney, Melbourne, London, Frankfurt, Denver and New York teams are assisting our client to capitalize on its international footprint to expand into the US and Europe. We have produced localised versions of certain agreements, as well as creating country-specific sets of terms in key markets.VALUE | CONFIDENTIALOFFICES

SYD MEL LON FRA DEN NYC Ooredoo rolls out US$1.5bn Myanmar networkWe advised Ooredoo (Qatar Telecom) as international counsel on its rollout of a greenfield mobile telecoms network in Myanmar. Ooredoo committed a US$15bn investment to this project, which involved all aspects of establishing a complex multi-billion dollar telecoms business in one of the world’s most important emerging markets.VALUE | US$15BNOFFICES

DUB LON SIN SYD

Indosat in partnership with IBMWe advised Indosat, one of Indonesia’s (and the world’s) largest telecommunications operators, on an innovative IT/telecoms strategic partnership and IT outsourcing arrangement with IBM. The strategic alliance will assist Indosat to drive Indonesia’s digital transformation.VALUE | US$600MOFFICES

SYD JAK

G-III Apparel buys Donna Karan InternationalWe advised G-III Apparel Group, Ltd, a NASDAQ-listed leading designer, manufacturer and marketer of branded apparel and accessories, on its purchase from LVMH Moet Hennessy Louis Vuitton of Donna Karan International Inc in a transaction with an enterprise value of $650m.VALUE | US$650MOFFICES

NYC WDC

Amgine Technologies in partnership with AmexWe advised Amgine Technologies (US) Inc, a disruptive technology start-up in the travel industry, on its multi-phased partnership arrangement with American Express.VALUE | CONFIDENTIALOFFICES

CAN US AUS


180 May 2018

We act for global innovative pharmaceutical, bioscience and technology companies on all stages of the product lifecycle – from innovation to development, raising capital, commercialization and market exploitation. We also act for healthcare clients, from hospitals and health systems and academic medical centers, to retail pharmacies, wholesale distributors, physician groups and health insurers, on a variety of regulatory, transactional and litigation matters.

Life sciences and healthcare

We deliver

A dedicated business ethics, reputation and risk management program

A comprehensive life sciences and healthcare practice, including professionals with advanced science degrees

The capability to advise clients on regulatory, government investigations, competition and privacy issues worldwide

Experience of acting on significant corporate and commercial transactions, including M&A, partnering and collaboration transactions and licensing and fundraising

Experience of defending product liability claims in the drugs and medical devices sector

Experience of litigating pharmaceutical patents

LAWYERS

420CONTACT

Rick Robinson+1 202 662 [email protected]


May 2018 181

Medical devices company in investigationWe assisted a large (Fortune 100) global manufacturer of medical devices with an internal investigation into potential quality system deficiencies, ultimately leading to a recall of products in many countries. We conducted the internal investigation and coordinated the company’s communications with regulatory authorities and customers in numerous countries.VALUE

CONFIDENTIAL

OFFICES

BAN FRA LON MEL NYC OTT WDC

Gilead Sciences, GSK, Eli Lilly, Servier and othersWe have acted for numerous innovator clients in patent infringement actions. We are asserting and defending exclusivity rights to innovative medicines against generic drug manufacturers.VALUE

CONFIDENTIAL

OFFICES

MON TOR MEL NYC SYD HK

Dentsply Sirona acquires MIS Implants Technologies We represented Dentsply Sirona on its agreement to acquire all of the outstanding shares of privately-held MIS Implants Technologies, a dental implant systems manufacturer headquartered in northern Israel. The transaction was led out of our New York office with antitrust advice provided by our teams in the US and Europe.VALUE

CONFIDENTIAL

OFFICES

NYC WDC BRU LON

Valeant Pharmaceuticals sells Obagi MedicalA cross-border team represented our client Valeant Pharmaceuticals International Inc on the sale of its Obagi Medical Products business for US$190m in cash to Haitong International Zhonghua Finance Acquisition Fund I LP. Obagi Medical Products is a global specialty pharmaceutical company founded by leading skin care experts in 1988. Our team included lawyers who advised on regulatory (FDA), tax, IP, employment and antitrust matters. VALUE

US$190m

OFFICES

NYC AUS MON HK WDC

Pfizer Legal AllianceWe are a Pfizer Legal Alliance firm, advising on a variety of matters including civil and IP litigation, data privacy, commercial matters and regulatory issues.VALUE

CONFIDENTIAL

OFFICES

TOR MON NYC LA WDC CAR LON FRA PAR JOH SHA HK MEL

Centene Corp acquires Fidelis CareWe advised New York State Catholic Health Plan Inc plc d/b/a Fidelis Care New York on the acquisition of its entire health insurance business by Centene Corporation. As well as M&A lawyers, the team included a number of healthcare regulatory lawyers.VALUE

US$3.75bn

OFFICES

NYC DAL HOU SANF WDC


182 May 2018

Global management team

May 2018 183



184 May 2018


Peter MartyrGlobal chief executive, Norton Rose Fulbright

Tricia HobsonGlobal chair, Norton Rose FulbrightChair, Norton Rose Fulbright Australia

Sbu GuleChief executive officer, Norton Rose Fulbright South Africa Inc

Charles HurdonManaging partner, Norton Rose Fulbright Canada LLP

Daryl L LansdaleManaging partner, Norton Rose Fulbright US LLP

Rob OttyManaging partner, business integration, Norton Rose Fulbright LLP

Martin ScottManaging partner, Norton Rose Fulbright LLP

Wayne SpannerManaging partner, Norton Rose Fulbright Australia

Walied SolimanChair, Norton Rose Fulbright Canada LLP

Ken StewartChair, Norton Rose Fulbright US LLP

Marelise van der WesthuizenChair, Norton Rose Fulbright South Africa Inc


May 2018 185

Peter MartyrGlobal chief executive, Norton Rose Fulbright

Peter Martyr is the global chief executive of Norton Rose Fulbright. He is based in London. Peter chairs the global executive committee.

Peter qualified as a solicitor in 1979 and became a partner in 1985. He practiced as a commercial disputes lawyer, handling large-scale, international maritime, energy and insurance disputes. He became a member of Norton Rose’s management committee in 1985, and was responsible for changing the focus of the business from traditional practice areas to industry sectors. Peter was also responsible for setting up the Norton Rose Charitable Foundation in 2003.

Peter has been responsible for the successful expansion of the practice into Australia, Canada, Latin America, South Africa and, in June 2013, into the US, with the creation of Norton Rose Fulbright. In the course of Peter’s tenure as chief executive, the practice has won a number of awards and rankings, including top 5-rated legal practice in the Acritas Global Elite Law Firm Brand Index (2014-2017); the Managing Partners’ Forum Exceptional Achievement Award (2013-2015); City A.M. Law Firm of the Year Award (2012); the Financial Times Innovative Lawyer Innovation in International Expansion Award (2011); The Lawyer Law Firm of the Year Award (2011); Legal Business Most Enterprising Law Firm of the Year (2010); The Lawyer HR Awards for Innovation in Talent Management & Retention (2010); and The Financial Times Innovative Lawyer Resourcing Award (2009).

Peter was named one of American Lawyer’s top 50 innovators (2013); Legal Week’s British Legal Awards Law Firm Leader of the Year (2012) and Legal Business Management Partner of the Year (2009); in December 2012, The Times listed Peter as one of 12 leading business figures of 2012.

+44 20 7283 [email protected]


186 May 2018

Tricia HobsonGlobal chair, Norton Rose Fulbright Chair, Norton Rose Fulbright Australia

Based in Sydney, Tricia Hobson became global chair of Norton Rose Fulbright on January 1, 2018. She is also chair of our Australian practice.

Tricia is ranked a Tier 1 practitioner in insurance and reinsurance, and has in-depth industry experience in financial services, construction, government and cyber risk. She has represented clients in significant Supreme and Federal Court proceedings, including the largest class action to be run in Australia.

She has acted in many high-profile, complex directorsʼ and officersʼ disputes, as well as a range of other insurance matters, including professional indemnity, warranty and indemnity, cyber risk and product development, director and board matters and regulatory compliance matters.

Tricia is head of our Asia Pacific insurance practice and is highly recommended for her work in this sector. She is ranked as a preeminent professional indemnity lawyer (Sydney) 2015 in Doyle’s Guide, a leading insurance litigator in APL 500, a Tier 1 practitioner in Chambers Global – Australia, and she was shortlisted in the Euromoney LMG Women in Business Law Awards 2014.



May 2018 187

Sbu Gule Chief executive officer, Norton Rose Fulbright South Africa Inc

Sbu Gule is chief executive officer of our South African practice. Based in Johannesburg, he is a member of the global supervisory board.

Sbu represents major corporate clients in South Africa and worldwide, as well as government and parastatals in all areas of employment and labor law, and immigration law. He is well respected as one of South Africa’s senior labor lawyers and has served on the bench as an acting judge of the labor court.

In October 2014, Sbu was awarded the lifetime achievement award for excellence in labor law at the South African Professional Services Awards (SAPSA). SAPSA recognizes individuals and organizations which excel in the South African professional services industry, and is judged by an independent panel of industry experts.

Sbu qualified as a lawyer in 1993.



188 May 2018

Charles Hurdon Managing partner, Norton Rose Fulbright Canada LLP

Charles Hurdon is managing partner of our Canadian practice. He is a member of the global executive committee.

Charles has extensive experience in representing and advising employers on both federal and provincial jurisdictional matters relating to executive employment agreements, executive compensation and executive terminations. Charles regularly appears before grievance arbitrators, labor boards, other administrative tribunals and the courts.

Other areas of Charles Hurdonʼs practice include occupational health and safety, where he assists employers in developing health and safety programs and provides advice and representation in prosecutions under the Canada Labor Code and the Ontario Occupational Health and Safety Act.

Charles was formerly national practice head of employment and labor law in Canada as well as managing partner of the Ottawa office. He qualified as a lawyer in 1988.



May 2018 189

Daryl L LansdaleManaging partner, Norton Rose Fulbright US LLP

Daryl Lansdale is managing partner of our US practice and chair of the US management committee. He is a member of the global executive committee.

Daryl, who has more than 25 years of legal experience, concentrates his corporate and securities practice on the areas of mergers and acquisitions, public and private financings and public company reporting and corporate governance matters.

He represents companies in the energy, life sciences and information technology industries and is experienced in master limited partnerships, private equity fund formation, conducting internal investigations and advising directors and conflict committees on corporate governance and fiduciary duty issues.

Previously, Daryl served as head of the firm’s US business practice. He is consistently noted as one of the top-rated lawyers in the US by Chambers & Partners and The Legal 500.

Daryl earned his BBA from the University of Texas, graduating magna cum laude, and his JD from Southern Methodist University Dedman School of Law.

+1 713 651 5633 – Houston+1 210 224 5575 – San [email protected]


190 May 2018

Rob Otty Managing partner, Business Integration, Norton Rose Fulbright LLP

Rob Otty is managing partner, business integration and is based in London.

Prior to assuming responsibility for Norton Rose Fulbright’s global business integration, Rob was managing director of our South African practice from 2011 to 2016.

By background, Rob is a litigation lawyer specializing in insurance law, professional indemnity insurance litigation, as well as in engineering and all construction-related litigation. In the course of his career, he was involved in a number of large audit-related professional indemnity matters including claims arising out of the collapse of the LeisureNet group. He also assisted insurers in a number of large commercial fire claims, including a claim in excess of ZAR750m (US$56m) arising from the destruction of an industrial building.

Rob was awarded his LLB degree by Wits University in 1990.



May 2018 191

Martin ScottManaging partner, Norton Rose Fulbright LLP

Martin Scott is managing partner of our Europe, Middle East and Asia practice. He is a member of the global executive committee.

Martin became a partner in 1991, after joining the London practice upon qualification in 1983, and became global head of corporate, M&A and securities in 2013. During the course of his professional career, Martin spent over six years in Hong Kong, where he is also a qualified solicitor.

Martin has been involved in a wide variety of corporate transactions ranging from private company sales and acquisitions and public company takeovers to IPOs and secondary issues. He has acted for listed and private companies based in the UK, Europe and Asia, but has a strong focus on financial institutions. He also has experience of schemes of arrangement (and Part VII FSMA transfers), capital reductions, corporate governance and stock exchange issues generally. He has acted on international transactions, including securities issues, cross-border mergers and acquisitions and joint ventures.

Martin’s transactional experience includes advising: Barclays plc on the £1.3bn (US$1.7bn) acquisition by Absa Group of Barclays’ banking operations in Botswana, Ghana, Kenya, Mauritius, Seychelles, Tanzania, Uganda and Zambia; a major UK retail bank on the implementation of a ring-fencing regime; AXA on the sale of the majority of its UK Life business to Resolution for £2.7bn (US$3.7bn); Coventry Building Society on the transfer of the engagements of Stroud & Swindon Building Society; and Bank of Ireland on the establishment of a new UK bank, Bank of Ireland (UK) plc, and the transfer to it of the majority of the UK banking business of the Bank of Ireland by way of a Part VII FSMA banks business transfer.



192 May 2018

Wayne SpannerManaging partner, Norton Rose Fulbright Australia

Wayne Spanner is managing partner of our Australian practice and a member of the global executive committee.

Based in Sydney, Wayne was awarded Managing Partner of the Year at the 2014 Lawyers Weekly Awards, recognized for his strong leadership in helping to drive through major change in the last few years.

Before becoming managing partner in Australia in January 2012, Wayne was head of dispute resolution and litigation in Australia and global head of the employment and labor group.

Wayne is a litigator focused on employment and labor law. He holds a master’s degree from Oxford University and has more than 20 years’ experience of working in Australia, South Africa and the UK. He qualified as a lawyer in 1994.



May 2018 193

Farmida BiChair, Europe, Middle East & Asia

Farmida Bi is chair of our EMEA practice. Based in London, she is a partner in our London office, a member of the global supervisory board and our audit committee.

Farmida is also European head of Islamic finance and has specialised in capital markets and Islamic finance transactions for over 20 years, advising on English and New York law. She has acted on many high-profile transactions, including for Lloyds Bank in a Supreme Court case confirming it had the right to redeem £3.3 billion of enhanced capital notes, issued at the height of the banking crisis.

A recognised expert in the capital markets field, Farmida is named a ‘leading individual’ for debt capital markets in Legal 500 2017 and ranked in securitisation in Chambers 2017. Farmida is also ranked Tier 1 for Islamic finance in Chambers UK 2017 and is named as a ‘leading individual’ for Islamic finance in the Legal 500 2017.

Farmida has twice been awarded ‘Best in Banking and Finance’ at IFLR’s European Women in Business Law Awards; named one of the five most powerful Muslim women in the UK at the inaugural Muslim Women Power List published by The Times; and named Commercial Lawyer of the Year by the Society of Asian Lawyers.

Farmida is a graduate of Downing College, Cambridge and qualified as a solicitor in 1992 and as a New York attorney in 1999.



194 May 2018

Walied Soliman Chair, Norton Rose Fulbright Canada LLP

Walied Soliman is chair of our Canadian practice and a member of the global supervisory board.

Walied Soliman is co-chair of our Canadian special situations team, which encompasses Canada’s leading hostile M&A, shareholder activism and complex reorganization transactions. Over the past several years, Mr Soliman has been involved in almost every major proxy battle in Canada, acting for both issuers and activists. He is widely regarded as one of the leading special situations practitioners in Canada. In addition, his practice focuses on M&A, restructurings, financings, corporate governance and structured products.

Mr Soliman was designated as a ‘Star Lawyer’ by Acritas in 2017 for ranking in the top 28 lawyers globally (more than 5000 lawyers) as selected by a panel of more than 3000 senior in-house counsel; was ranked as a leading Canadian corporate lawyer by both Chambers Canada and Lexpert Canada since 2016; was named one of the 25 most influential lawyers in Canada by Canadian Lawyer in 2014; ranked by Best Lawyers in Canada since 2013; and has been ranked as one of the Top 40 Lawyers under 40 in Canada by Lexpert magazine in 2009. Among other philanthropic endeavours, Mr Soliman is a board member of the Toronto SickKids Hospital Foundation. He is also actively involved in provincial and federal politics in Canada.



May 2018 195

Ken Stewart Chair, Norton Rose Fulbright US LLP

Ken Stewart is chair of our US practice. He is a member of the global supervisory board and is based in Houston and Dallas.

With more than 30 years of legal practice, Ken’s experience encompasses almost every aspect of corporate law. A certified public accountant as well as a seasoned counsellor, he offers his clients solid negotiation skills and a deep understanding of the law as it relates to corporate business transactions. Ken has handled mergers and acquisitions, partnership arrangements, securities transactions, business financings, and general corporate transactions and operations.

Ken has worked with clients in several significant transactions, including the representation of NYSE-listed master limited partnerships in an energy sector merger, as well as the representation of the special committee of directors of a NASDAQ healthcare organization.

He is a member of the American Bar Association (Business Law Section) and the Corporate Counsel Sections of the State Bar of Texas and the Dallas Bar Association. He acted as a member of the Center for American and International Law’s Board and Executive Committee from 2006 until 2012, and was its secretary from 2010 to 2012.

Ken earned his BSBA from the University of Arkansas and his JD from Vanderbilt University.

+1 214 855 8060 Dallas+1 713 651 5236 [email protected]


196 May 2018

Marelise van der Westhuizen Chair, Norton Rose Fulbright South Africa Inc

Marelise is the executive chair of Norton Rose Fulbright South Africa Inc. She is a director in the commercial litigation team and head of our risk advisory practice in South Africa.

Marelise is listed as a recommended lawyer for dispute resolution in Legal 500, 2018 and in the Acritas Star Lawyers survey, published in January 2018, she was named a ‘Star Lawyer’ based on feedback from 4,300 clients over a three year period.

She focuses on regulatory law, investigations, risk advisory, compliance, money laundering and procurement in all sectors. Her recent experience includes providing risk advisory and remediation advice to a multinational consulting company following allegations of director misconduct and improper procurement processes when engaging with state owned enterprises. She also conducted corporate governance investigations for the South African National Olympic Committee.

In March 2015 Global Investigations Review ranked Marelise in the Top 100 of women in investigations around the world. In Chambers Global 2017, clients commented that Marelise is an “extremely hard-working” lawyer with “good attention to detail”. She qualified as a lawyer in 1995.



198 May 2018

Business principles

May 2018 199

Business principles


200 May 2018

Business principles

QualityClients come first. We work on the basis that if we help our clients to be successful, we will be successful.

Our focus is on providing consistently high-quality legal services to clients across the business.

We are industry experts. We understand our clients’ businesses, industries and markets. Our strong industry focus helps us to forge our market reputation and distinguishes us from our peers.

We have a commercial and pragmatic approach to advising clients on their business dealings.

We develop innovative solutions for our clients’ legal and business issues.

We seek to recruit only the best people and we aim to develop them to perform to the highest level.

UnityWe operate in a team culture, collaborating and sharing information and knowledge across disciplines and markets to achieve the best results for our clients.

We have a united, global perspective, servicing industries and clients on a global basis.

We value our culture and work hard to preserve it.

IntegrityWe value our people – they are our most important asset – and we promote a culture of respect for the individual.

We expect to deliver work that meets the highest professional, ethical and business standards.

We build long-term relationships with our clients and colleagues by being trustworthy, open and fair.

Norton Rose Fulbright has a global set of business principles, which guide behavior and help to ensure that the business operates to the highest standards. Our business principles are based on quality, unity and integrity and apply to all our activities and staff worldwide. They describe our culture and personality both internally and externally, the way we work and what we stand for.

Business principles

May 2018 201

Business ethicsWe are committed to maintaining the highest possible ethical standards in all areas of our firm. We have in place robust policies and processes to ensure that we follow and comply with all laws and professional codes of conduct applicable to us worldwide, and we work hard to embed an ethical culture within and among our people.

Our ethical principles are enshrined in our employment contracts and reinforced through regular training. We are exacting in our requirements of third parties with whom we do business. Our policies apply to all our people, regardless of role, in all our offices. We train our managers to ensure that they understand our business ethics and can communicate them effectively to their team members.

Our business principles of Quality, Unity and Integrity guide our behavior worldwide; they describe the way we work and what we stand for. We adhere to the highest professional standards in our dealings with clients. We uphold rigorously our professional

obligation as lawyers to keep all our clientsʼ information and dealings confidential. We are mindful of our clientsʼ expectations and we are careful to ensure that mandates which we accept pose no risk of improper behavior or any breach of relevant laws.

We take our reputation seriously. Our processes are overseen by our compliance teams, who promulgate policies and conduct the necessary checks when new business is accepted, and monitor our subsequent handling of it.

To maintain the highest ethical standards worldwide, we have created effective procedures to detect any instance of misconduct or wrong-doing and to protect those who report them. We have implemented policies which encourage our people to report suspected wrong-doing as soon as possible, to provide a means whereby concerns can be raised, and to ensure that all employees can be confident that their concerns will be treated seriously, and in confidence.


202 May 2018

Managing riskLike our clients across all sectors, we face increasingly complex challenges in navigating an array of risks. We have a long-standing global program in place to promote the procedures for managing risk on a consistent basis across our offices worldwide and to ensure that our behavior conforms at all times with our business principles of Quality, Unity and Integrity. Called GPS (global practice standards), our risk management procedures help safeguard our business against a range of risks and our personnel are made aware of them through compulsory training. Compliance is monitored by our global head of compliance and global audit committee, and it is enforced by our global executive committee.

Insider dealing/share dealing

The professional obligations we uphold as a global law firm in protecting our clientsʼ confidential information, and ensuring that it is not used for personal gain, apply to all personnel globally. Anyone wishing to buy, sell, authorize, advise or persuade others to buy or sell shares or other securities issued by a stock exchange-listed company, must first seek approval from our global compliance team.

External appointmentsExternal appointments for everything from company board members to school governorships must be approved through relevant internal channels in each of our offices, in order to avoid problems such as conflicts of interest and loss of legal privilege.

Bribery and corrupt activity

We do not countenance corrupt activity in any form, whether it stems from our personnel or third party providers and clients, and regardless of whether someone is being bribed, or offering a bribe. We have drawn up regional policies to protect anyone who reports an actual or suspected instance of bribery or corruption from discrimination or retaliation.

Discrimination All regions have established systems for reporting complaints about discrimination which provide protections for both complainants and victims of false accusation.

Economic sanctions We ensure that our people do not accept any instruction which would result in our business breaching sanctions, or any instruction that may result in our being liable because we encouraged or assisted a client to breach sanctions.

Money laundering We maintain, on an ongoing basis, effective anti-money laundering policies which fully comply with the due diligence requirements in each jurisdiction in which we practice. These policies are used to screen clients, to identify for whom we are acting, who ultimately benefits from our advice, and who is paying us. Records are kept of all transaction data obtained for the purpose of identification for at least five years.

Cyber securityOur cyber security policy applies worldwide to protect the confidentiality of the data we hold, both our own and that of our clients. Like any global business we are constantly at threat from hackers, social engineering and data leakage.

For more information about our corporate responsibility, visit www.nortonrosefulbright.com/about-us/actions-speak-louder

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