GBLP Natural Resources Energy Oil and Gas_eng

Whilst ever-growing demand for energy, fluctuating commodity prices and hopes for shale gas continue to create great opportunity, legal and commercial risks across the oil and gas lifecycle continue to require solutions. Access to new resources, technology and infrastructure requirements, regulatory policies, difficult financial markets, environmental and political influences, counter-party disputes and other pressures need to be successfully handled.

We will help you find commercial legal solutions.

The front cover photograph shows pontoon hoses on an offshore oil rig. In 2010, off and onshore oil rigs satisfied world-wide demand equivalent to 86,952.47 barrels per day of crude oil - a component part of a global energy industry worth $6trillion (sources: IndexMundi, Select USA). Over 150 major businesses from across that industry have relied on BLPs expert legal team to help them achieve their commercial objectives.

Some clients and deals mentioned in this document were advised by members of our team prior to them joining BLP.

Our decades of collective in-house oil and gas expertise bring a deep understanding of the cultural, commercial, political and legal issues affecting the industry.

Helping you achieve your oil and gas objectives The oil and gas industry is integral to the global economy. By extension, the choice of legal provider to support you in meeting your energy objectives is a key decision.

BLP has a proven track record in helping major clients to deliver some of the worlds leading oil and gas projects across the full upstream and downstream process, from licensing and exploration though to production, sale and decommissioning.

Oil and Gas is a core area of focus for BLP. Over 100 of our lawyers have acted on oil and gas projects in over 40 countries, with a cumulative value of over $100bn. In addition to independently-ranked expertise in legal disciplines such as Finance, Projects and Infrastructure, Corporate, Regulatory, Dispute Resolution and Real Estate, we bring commercial experience of issues specific to the oil and gas industry. Our core partner team has spent significant time working in-house within oil and gas companies and includes former counsel of companies such as BP and BG Group. In the words of a major client reporting to the legal directory Legal 500, BLP has quality that can be put before a board of international oil and gas companies with confidence.

Our results-focused approach, geographic presence in traditional and emerging energy markets, and experience of negotiating the complex risks facing the hydrocarbon sector, combined with the quality assurance of working with an international law firm that has won five Law Firm of the Year awards in a decade, makes BLP an excellent choice of legal adviser to help you achieve your commercial objectives.

Natural Resources. Energy. Oil and Gas /01

Mark Saunders

>40countries in which our team members have oil and gas experience

oil and gas projects by BLP team members

At a glance The following facts and figures provide a quick introduction to BLP/GBLP and our global energy practice

number of major clients in the oil and gas sector

BLP lawyers have acted on oil and gas related projects

cumulative number of years spent working in-house within oil and gas companies

Our team includes the former competition counsel at BP Plc, the former director of regulation at National Grid and the former head of regulatory and competition law at BG Group Plc

>100>25YEARS

>750

>80

$100bn+cumulative deal value of the oil and gas transactions our team members have worked on

BLPs oil and gas team leader, Mark Saunders, is consistently ranked as a world top 20 leading practitioner in energy law

02/ Natural Resources. Energy. Oil and Gas

At a glance

Legal expertise offered

Legal expertise offeredWhether youre an oil and gas company, a supplier to the industry, an investor or a financial institution, we can apply our expertise in the following areas of law to help you achieve your objectives: Commercial Competition, EU and Trade Compliance Construction and Planning Corporate Finance Dispute Resolution Employment, Pensions and Incentives Environmental Finance International Arbitration Mergers & Acquisitions Projects and Infrastructure Real Estate Regulatory Restructuring Tax

Example awards Best Advisor - Legal

(UK Stock Market Awards, 2012) In-House Award for Innovation

(British Legal Awards, 2011) Law Firm of the Year

(British Legal Awards, 2010) Innovative Lawyers Award for Client Service

(FT, 2010) Middle East Power Deal of the Year

(Project Finance International, 2010) Best Law Firm in Russia

(ILO Client Choice Awards, 2010) Best Tax Team in a Law Firm

(LexisNexis Taxation Awards, 2009) Real Estate Law Firm of the Year

(Acquisition Finance Law Awards, 2009) UK Law Firm of the Year

(Chambers Europe, 2008) Global Deal of the Year

(Project Finance Magazine, 2007)

Example clients 4Gas BV Alcoa Anadarko Petroleum BP Carrizo Oil & Gas Chevron Dalkia Plc E.ON Gateway Storage Company Gazprom Gazprom Neft GE Energy Harvest Natural Resources, Inc Hellenic Petroleum HK Electric INTER RAO UES LG International Macquarie Bank NALCO National Grid Nord Stream Northern Petroleum Odebrecht Odfjell Drilling Oil Spill Response Limited OMV Panoro Energy Perenco Pertamina Petrobras Premier Oil RusHydro Qatargas Rontec Investments Scottish Power Shell Tomsk Refining AB Total Toyota Tsusho Corporation Transnefteproduct Vegas Oil & Gas Vitol Vostok Energy


Quality that can be put before a board of international oil companies with confidence.Chambers, 2012

Industry-wide experience

Industry-wide experienceExperts within BLPs oil and gas team have experience of supporting oil and gas companies, suppliers, investors and financial institutions across the full lifecycle of the oil and gas supply chain, from concession rights, exploration and extraction through to processing, distribution and sales.


Upstream experienceAuctions and acquisitions of shares in concession rights, and resolution of concession disputes; acquisitions of exploration acreage and field interests; advice relating to the construction of pipelines; acquisitions, disposals and financing of upstream assets, such as FPSO and other offshore platforms; debt and equity financing, public market transactions and implementation of JVs to support upstream activities.

Industry-wide experience


Downstream experienceJVs, development and acquisition activities relating to oil and gas import and reception, storage and re-gasification facilities; acquisitions and disposals of downstream logistics and retail marketing operations, including oil storage and petrol stations; oil-purchase and wholesale fuel supply agreements; competition investigations into fuel pricing; at-pump retail payment services; admission to market trading; company and supplier acquisitions and disposals; debt financing and equity fundraising.

Helping clients worldwide


Helping clients worldwideWith work to date spanning over 40 jurisdictions, our team has the market experience to deliver legal solutions for your global oil and gas needs.

Helping clients worldwide


Oil experience

Gas experience

RESOURCE KEY

EXPLORATION

PRODUCTION

DEVELOPMENT

BIDDING/LICENCE APPLICATION

5453

4645

5251 55

62616059 63 64

7069686766 71

787776757473

DECOMMISSIONING

ACQUISIT

IONS AND DISPOSALS

Oil and Gas contract flow BLPs lawyers have experience in supporting clients to implement key counterparty agreements across the full lifecycle of oil and gas fields, relationships and projects. Some examples include:

Oil and Gas contract flow


Bidding/Licence applications Joint Bidding Agreement Licence Joint Operating Agreement (JOA) Illustrative Agreements Area of Mutual Interest

Agreement (AMI) Trust Deed Decommissioning Cost Provision

Deed (Security Agreements)

Exploration Agreements Seismic and Seismic Survey Drilling Well Trade and Contribution Data Purchase/Exchange Bottom Hole Joint Well, Study and Planning Petroleum Exploration and

Development Licence Methane Drainage Licence Services Agreements

Development Agreements Unitisation and Unit Operating

Agreement FEED Agreement (Front End

Engineering and Design) EPIC Contract Construction Contracts Construction and Tie-In

Agreements Pipelay Agreements Crossing Agreements Proximity Agreements Financing

EXPLORATION

PRODUCTION

DEVELOPMENT

BIDDING/LICENCE APPLICATION

5453

4645

5251 55

62616059 63 64

7069686766 71

787776757473

DECOMMISSIONING

ACQUISIT

IONS AND DISPOSALS

Oil and Gas contract flow


Production Services Agreements (eg

operating services, processing, transportation and other services, eg supply vessels, catering, cleaning, offshore telecoms etc)

Purchase Agreements Sales agreements for crude oil,

gas, LNG/LPG/Condensate (eg spot/term, common stream and trading agreements)

Gas/oil commingled stream or processing

Decommissioning Decommissioning Agreements Agreements for maintenance

of any remaining facilities (eg footings and facilities awaiting decommissioning)

Acquisitions and disposals Confidentiality, Exclusivity and

Data Room Agreements Joint Bidding and Study

Agreements Memorandum of Understanding

and Heads of Agreement Share or Asset Agreements Overriding Royalty Agreements Net Profit Interest Agreements Merger Control

Examples of work - Internationally

EXAMPLES OF WORK...

Just some examples of the work completed by our team members include:


Downstream sale Advised Shell on the sale of its liquefied petroleum gas distribution businesses in the United Kingdom, Belgium, the Netherlands, Luxembourg, Denmark, Finland, Norway and Sweden to UGI Corp.

Downstream purchase On a project requiring support from 13 practice areas, BLP helped a client to secure preferred bidder status, gain requisite clearances and ultimately complete the sale and purchase of a major downstream logistics and marketing operation. The project saw BLP support a consortium comprising Investec Bank, Snax 24 (Heron Group) and Grovepoint Capital to acquire around 810 petrol stations, fuel distribution and haulage operations, a partial interest in a pipeline, a terminal at Nottingham and other operations from Total.

Upstream block interests We advised Harvest Natural Resources on their exploration and production agreement with the Sultanate of Oman. The complex concession agreement and the granting of rights to non-associated gas and condensate will enable our client to explore and develop the recently created Al Ghubar / Qarn Alam block in the Ghaba Salt Basin. We also advised Harvest on its acquisition of a 50% working interest in the Dussafu marine offshore block in Gabon.

Examples of work - Internationally


Anti-trust investigations Advised BP on national competition authority investigations into retail fuel pricing, duration of retail fuel supply contracts and alleged collusive activity in the retail sector.

Egyptian concession Advised RWE Dea, in a joint venture with BP, on a new USD$10bn agreement with the Egyptian Government and the Egyptian Ministry of Petroleum to develop hydrocarbon resources in existing concessions.

US$10bn

Main Market listing Advised Great Eastern Energy Corporation (GEEC) on the introduction of its Global Depositary Receipts (GDRs) to the London Stock Exchanges standard list and to admission to trading on the Main Market. On IPO, GEEC had a market capitalisation of 570m. GEEC is an Indian company focused on the monetisation of natural gas from coal seams.

570m

Natural Gas Storage BLP advised Gateway Storage Company Limited and Stag Energy on the construction of underground natural gas storage facilities in the East Irish Sea, which will add 25% to the current gas storage capacity in the UK market. We further advised on the sale of a 20% stake in the project.

Long-standing European client We continue to support Hellenic Petroleum, Greeces largest oil and gas company, on a wide range of projects. Examples include advising on the successful auction of part of their interest in the West Obayed oil and gas concession in Egypt to Vegas Oil and Gas, and on the US$500m purchase of over 1,200 gas stations and 170,000 cubic metres of oil storage capacity in Greece from BP Plc.

US$500m

Acquisition in Mexico We advised Total on their acquisition of LNG reception, regasification facilities and multi-cargo port developments in Altamira, Mexico.

Examples of work - Russia/CIS


Gas pipeline regulation Advised Nord Stream AG on all legal and regulatory aspects relating to a submarine gas pipeline linking Russia and Germany via the Baltic Sea.

Gas transmission concession Acted for the Government of Kazakhstan on the concession to Tractebel of the entire gas transmission system in Kazakhstan.

Disposal of sharesGoltsblat BLP lawyers advised Tomsk Refining AB on disposal of 100% of shares in Tomskneftepererabotka LLC and TD Tomskneftepererabotka LLC.

Loan agreementAdvised JSC INTER RAO UES on the loan agreement with European Bank for Reconstruction and Development (EBRD) for a 9.6 billion rubles convertible loan.

Pipeline project financing Advised Lukoil Overseas Holding on the financing of its share of the project costs in the Shah Deniz gas field development and the South Caucasus gas pipeline, which connects Azerbaijan, Georgia and Turkey.

RUB9,6bn

Examples of work - Russia/CIS


Investment projectActed for LG International on its investment projects in the Russian coal mining industry.

JV establishment Negotiation, structuring and execution of JV establishment for setting up a NALCO distribution network in Russia.

Infrastructure construction Advised Taneko and Tatneft on the construction and financing of a large refinery and petrochemical complex in Nizhnekamsk, Tatarstan.

Acquisition of shares* Advised Rosneft on its USD 1.6 billion acquisition of PDVSAs share in a German oil refining joint venture with BP plc.

Construction and financing of a refinery and petrochemical complex* Advised Taneko and Tatneft on the construction and financing of a large refinery and petrochemical complex in Nizhnekamsk, Tatarstan.

Gas Pipeline Project* Advised OAO Gazprom in connection with the South Stream Gas Pipeline Project.

* Projects BLP/GBLP lawyers advised on before joining the firm.

US$1,6bn


Energy and Natural Resources expertise

Energy and Natural Resources expertise BLPs focus and legal expertise extends across the entire Energy and Natural Resources spectrum. The ability to offer our clients joined-up advice across the full spectrum of their energy portfolio is essential. As a quick overview, our track record in energy and natural resources includes the following:

Renewables and Clean Energy Our expanding portfolio of work in this high growth area includes a diverse range of projects, such as development of landfill gas generation assets, acquisitions and financings of wind farms, solar farms and biomass companies, development of a biodiesel and glycerine production plant, regulation related to climate change and investment in an anaerobic digestion plant to convert waste to electricity. Clients include Macquarie European Infrastructure Fund, Climate Change Capital, Dalkia, Mid Europa Partners, Balfour Beatty and Biofuels Corporation Plc.

Water In a project that saw us win Law Firm of the Year award and an FT award for innovation, BLP undertakes almost all of the legal work for the UKs largest water company. With other major clients including The Oman Power and Water Procurement Company, Majis and Macquarie Bank, our team members experience includes over $10bn of water-related acquisitions, fundraisings, financings, commercial, development and regulatory projects.

Mining and Metals Members of BLPs team have acted on projects in over 25 jurisdictions with a cumulative deal or project value of over $12bn. Team members have acted on projects involving 12 different commodities and across the full mining lifecycle, from exploration and drilling through to sales and supply. Over 40 major clients include 10 investment banks and many of key mining and resources companies, such as Zanaga Iron Ore, Ncondezi Coal, KazakhGold and PT Bumi Resources.


Energy and Natural Resources expertise

Oil and Gas Over 100 BLP lawyers have acted on projects for over 80 major oil and gas companies, suppliers and investors. Our clients can rely on our experience of having delivered over 750 projects in more than 40 countries, with a cumulative project value well in excess of $100bn. Clients we have helped include BP, Chevron, Premier Oil, Shell, Pertamina, PKN Orlen, Total and Toyota Tsusho Corporation.

Power With experience of supporting clients on all legal and commercial aspects of their power generation, supply, transmission, distribution and offtake activities, a diverse client base including National Grid, E.ON, the Government of the Sultanate of Oman, Suez Energy International, UKAEA, Hellenic Petroleum, Nirex and AMEC have relied on our team to help them achieve their objectives.

It has a high reputation in energy-related work and has delivered an excellent service.Chambers, 2012

16/Natural Resources. Energy. Oil and Gas

Natural resources. Energy. Oil and Gas. Key Contacts - Internationally

KEN CHEUNG Partner Corporate Finance, Singapore T: +65 6571 6617 [email protected]

TERRY DE SOUZA Partner Litigation and Dispute Resolution T: +44 (0)20 3400 2305 [email protected]

MURDOCH CURRIE Partner Corporate Finance T: +44 (0)20 3400 4173 [email protected]

ANDREW HOCKLEY Partner Competition, EU and Regulation T: +44 (0)20 3400 4630 [email protected]

ADAM DANN Partner Finance T: +44 (0)20 3400 4033 [email protected]

ALEXANDER KEEPIN Partner Corporate Finance T: +44 (0)20 3400 4273 [email protected]

STUART DAVIS Principal Solicitor Competition and Regulation T: +44 (0)20 3400 3463 [email protected]

MARK SAUNDERS Partner, Head of Energy Finance T: +44 (0)20 3400 4532 [email protected]

CHRIS BOLT Consultant Regulation and Utilities T: +44 (0)20 3400 4181

Natural resources. Energy. Oil and Gas. Key Contacts

Natural resources. Energy. Oil and Gas. Key Contacts


VITALY MOZHAROWSKI Partner Real Estate, Moscow T: +7 (495) 287 44 44 [email protected]

ANTON SITNIKOV Partner, Head of Corporate/ M&A, Moscow T: +7 (495) 287 44 44 [email protected]

MICHAEL TAM Partner Hong Kong T: +852 3143 8402 [email protected]

NOMITA NAIR Partner Finance, Singapore T: +65 6571 6626 [email protected]

RICHARD POWER Partner Litigation and Dispute Resolution T: +44 (0)20 3400 2659 [email protected]

LISA ONEILL Partner Corporate Finance T: +44 (0)20 3400 4599 [email protected]

KEITH WILSON Partner Finance T: +44 (0)20 3400 2358 [email protected]

Key Contacts - Russia/CIS

ANDREY GOLTSBLAT Managing Partner of Goltsblat BLP, Corporate, M&A and Investment Projects, Moscow T: +7 (495) 287 44 44 [email protected]

An extraordinary world needs a remarkable legal service.www.blplaw.com

GBLP Natural Resources Energy Oil and Gas_eng

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