Energy and Natural Resources

Iraq Oil Ministry in $17 Billion Joint Venture

We advised the Ministry of Oil of the Republic of Iraq in connection with the Basrah Gas Company project, a joint venture between South Gas Company, an Oil Ministry affiliate, and affiliates of Royal Dutch Shell and Mitsubishi Corporation. This 25-year project will enable the gathering and processing of associated natural gas produced at certain oil fields in the Basrah region, as well as the domestic and export sale of the related liquids and dry gas.

Practices: M&A, Project Finance, and Sovereign
Offices: New York, Paris, and Washington 

Largest-Ever Investment Venture in East Africa

In Africa, we are representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation. The joint venture will develop an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. 

Practices: M&A and Project Finance
Offices: Beijing and Hong Kong

We advised Petrobras, Brazil’s state-owned energy corporation, in a $6 billion SEC-registered notes offering issued by its finance subsidiary, Petrobras International Finance Company (PifCo). The proceeds of the offering will be used to help finance the development of Petrobras’ “pre-salt” oil discoveries.

Practices: Capital Markets and Tax
Offices: New York and São Paulo 

Acquisition Creates Second-Largest U.S. Coal Company

We represented Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy, creating the second-largest coal company in the United States and a global leader in metallurgical coal supply. Alpha now controls the second largest coal reserve base in the United States with approximately five billion tons in the major coal basins of Central and Northern Appalachia, the Illinois Basin, and the Powder River Basin.

Practices: M&A, Acquisition Finance, Antitrust and Competition, Environmental Law, Executive Compensation and ERISA, Derivatives, Litigation, Real Estate, and Tax
Offices: New York and Washington

Pampa Energía Acquires Argentine Electricity Assets

In Argentina, we advised the country’s largest electricity provider, Pampa Energía, in its acquisition of various local electricity companies from U.S.-based Ashmore Energy International (AEI), including AESEBA, a controlling stake in Empresa Distribuidora Eléctrica Regional (EMDERSA), all of the outstanding bonds of Compañía de Inversiones de Energía (CIESA), and an option to acquire the rights over the lawsuit initiated by Ponderosa Assets and Enron Creditors Recovery Corp. against the Republic of Argentina.

Practices: M&A and Litigation
Offices: London, New York, and São Paulo 

Global Renewal Energy Projects

We advised clients on several matters related to renewable energy, including:

• Fintech Energy in its investment in Emgasud, one of Argentina’s leading gas distribution companies and the owner and developer of some of the most significant renewable energy projects in Argentina, including the largest wind farm in the country.
• Cascade Investment, an investment firm owned by Bill Gates, in its investment in Terra-Gen Power, a renewable energy company that focuses on geothermal, wind, and solar energy generation.
• Faurecia in its €20 million strategic investment in Amminex A/S, a Danish clean-tech company that has developed emissions control technology for diesel engine passenger and commercial vehicles. We are also advising Faurecia in connection with a technological cooperation agreement with Amminex to develop and industrialize the technology.

Practices: M&A, Capital Markets, Environmental Law, and Intellectual Property
Offices: New York, Paris, and Washington 

In June 2011, we won a significant appellate decision on an important issue of EU competition law for Edison. More specifically, we obtained the annulment by the EU General Court of a 2006 decision of the EU Commission, which had held Edison liable for the participation of its then wholly owned subsidiary, Ausimont, in the hydrogen peroxide cartel, and had handed down a €58 million fine on Edison. The judgment represents one of the very few instances of annulment of a Commission antitrust decision on the issue of parental liability.

Also in 2011, we represented long-standing client Eni in the €860 million sale of its stakes in the Transitgas (Switzerland – antitrust and regulatory advice only) and TENP (Germany) gas pipelines to Fluxys G, and in the €710 million sale of its stake in the TAG (Austria) pipeline to Cassa Depositi e Prestiti. These sales were carried out pursuant to the commitments that Eni, assisted by Cleary Gottlieb, successfully submitted to the EU Commission. As a result of these commitments, the Commission closed an abuse of dominance probe against the company without the ascertainment of any infringement, and thus without imposing any fine.

Practices: Antitrust and Competition and M&A
Offices: Frankfurt, Milan, and Rome