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Clifford Chance

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  • Mining & Metals
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Energy & Resources

Mining & Metals

We have a truly global, cross-discipline team who advise on the full range of mining related transactions and projects. The depth of our experience, and detailed understanding of the mining sector, its drivers and competitive landscape make us extremely well placed to assist our clients in the mining and natural resources sector.

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Expertise

Our mining group consists of lawyers with extensive experience of advising mining firms (ranging from multinationals to junior miners) and their funders and advisers across a full range of products:  

  • Fundraising (debt and equity capital markets – including IPOs and multilateral lenders and ECAs)
  • Project development (including limited recourse financing and the full range of commercial contracts)
  • M&A (including cross-border deals for both private and publicly listed companies in the sector)
  • Construction and infrastructure (we have an award-winning international construction group)
  • Dispute resolution (including arbitration and knowledge of OHADA laws)
  • Commodity sales and financing (including sale and purchase agreements and pre-export, streaming and net smelter return financings)

Global Capability

The international reach of our practice enables us to advise clients on complex, multi-jurisdictional transactions often in emerging markets.  We have extensive experience of advising clients on major mining transactions across the globe including:

  • Africa
  • Australia
  • Asia Pacific
  • Europe
  • Middle East
  • Russia, CIS
  • South America 

Our mining and metals sector specialists regularly act on some of the most innovative and high profile deals in the market, many of which have been awarded 'Deal of the Year' recognition by leading bodies in the industry.

Market Recognition

  • Top Tier 'Mining & Minerals' – Legal 500 UK 2013
  • "Middle East Mining & Metals Deal of the Year 2010, 2011 and 2012" – Project Finance Magazine Awards
  • "No 1 for Mining M&A by value" – MergerMarket 2012: for advising on 10 deals worth £33.7 billion
  • "Project Finance Deal of the Year 2012" – ALB Australasian Awards 2012: for the Wiggins Island Coal Terminal in Australia

Client experience

  • Eurasian Resources Group on its £3 billion offer for the entire issued and to be issued share capital of Eurasian Natural Resources Corporation PLC (ENRC)
  • Aluminum Corporation of China Limited (Chinalco) on various matters including its C$925 million takeover bid to purchase up to 60% of the issued and outstanding common shares of SouthGobi Resources Ltd. (a dual-listed company in Canada and Hong Kong) and on its joint venture with Rio Tinto for mineral exploration in China
  • EVRAZ plc on its acquisition of an indirect controlling interest in OJSC Raspadskaya for a mix of cash and newly issued shares and warrants representing 12.43% of EVRAZ plc’s issued share capital
  • Sumitomo on its US$1 billion purchase, together with Glencore, of Rio Tinto's stake in Clermont coal mine in Queensland
  • The banks/lenders on various Glencore Xstrata matters including Glencore's IPO on the London and Hong Kong Stock Exchanges (the largest ever IPO on London Stock Exchange and the first ever simultaneous London primary and Hong Kong secondary listing), Glencore's US$70bn all share merger with Xstrata, Glencore Xstrata's US$17,340 million revolving credit facilities following the merger (which involved a consortium of 80 lenders) and Glencore Xstrata's inaugural bond issue which raised US$5 billion
  • Rockwood Holdings Inc. on its joint venture with China's Chengdu Tianqi Industry Group, giving Rockwood a 49% interest and Tianqi a 51% interest in Australia's Talison Lithium Ltd (a global producer of lithium)
  • Alacer Gold Corp. on the sale of its Australian gold mining operations to Australian company Metals X Limited
  • China Minmetals Corporation on the issuance of RMB2.5 billion 3.65% bonds due 2016, the biggest single tranche bond among the five state-owned enterprises (SOEs) which have obtained approvals from the China National Development and Reform Commission to directly issue RMB bonds offshore
  • Polymetal, Russia's second largest precious metals producer, on the acquisition of the Varvarinskoye gold and copper mining project, located in Kazakhstan, from Orsu Metals Corporation

Energy & Resources

Oil & Gas

Our global Oil & Gas group is made up of acknowledged legal experts in the oil and gas industry, offering depth of resource, local expertise and commitment to the key oil and gas markets across the globe.

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We advise on the complex legal, commercial and technical issues associated with upstream, midstream and downstream developments worldwide.

Whether you are contemplating an upstream investment in Asia Pacific, a downstream project in the Middle East or simply need help navigating your way through the complexity or diversity of handling a deal or dispute in Africa or Europe - we have the team and experience to assist you. Our expertise in M&A, finance, dispute resolution, construction and environmental regulation is widely acknowledged in the oil and gas industry and this is reflected in our current "Tier One" ranking as an oil & gas firm by global legal directories. 

Understanding key legal issues

We have experience of all contractual and fiscal aspects of the oil & gas industry including production sharing contracts (PSCs), concession joint venture agreements (JVAs), joint operating agreements (JOAs), asset sale and purchase, financings, farm-ins, farm-outs, unitisations and drilling and development contracts. We also have market leading corporate, commodity and project finance experience of the full range of oil and gas transactions. 

Working across all parts of the industry

We have worked on some of the most innovative project developments, as well as acquisitions, disposals, joint ventures and asset swaps of the downstream operations of IOC's and NOC's. Crucially, our experience spans upstream, midstream and downstream projects. Our team has experience of energy related infrastructure development as well as "pure" oil & gas transactions. We have the capacity to manage the largest integrated projects, to implement complex joint ventures and to negotiate and assist our clients to close multi-source financing and cross border developments.

From construction to decommissioning

We have extensive experience not just of one-off transactions, but also negotiating and drafting operational contracts and dealing with the full range of issues arising through the life cycle of an asset from construction through to commercialisation, operation and maintenance and ultimate decommissioning.

Our Oil & Gas sector group brings together lawyers from our international network with detailed experience of operational contracts and related financings (including reserve base lending). This includes knowledge of vessel and rig charters, short and long term oil, gas and LNG sales contracts and dealing with third party access and transportation issues for major pipelines.  

Client experience

  • Royal Dutch Shell: advised Shell on its US$6.7 billion acquisition of a portfolio of LNG assets from Repsol S.A., including plant capacity and supply positions in Peru and Trinidad and Tobago, a 5% stake in a power plant in Spain and a material LNG marketing and trading operation
  • Helios Investment Partners: advised Sub-Saharan focussed private equity firm Helios on its participation in a joint venture with Vitol, which acquired Shell's African downstream petroleum business for approximately US$1 billion
  • Kosmos Group's participation in the development of the Jubilee oil field in Ghana: advised Standard Chartered Bank, BNP Paribas, Société Générale, Absa Bank, Barclays Bank PLC, Cordiant Capital Fund, African Finance Corporation and the International Finance Corporation on the recent closing of the Jubilee oil field in Ghana, one of the largest recent oil discoveries in Africa. We advised on the original US$825 million financing and the subsequent US$2 billion refinancing of the project.
  • Cuadrilla, Europe: acted for a group of energy focused private equity funds managed by Riverstone Holdings LLC partnering with AJ Lucas to acquire a 36% stake in Cuadrilla Resources Holding Ltd for US$58 million. Cuadrilla Resources Holding Ltd is engaged in unconventional hydrocarbon exploration and development in the UK, The Netherlands, Poland and Spain
  • GNL Chile: advised GNL Chile with respect to its terminal use arrangements, gas sales contracts and LNG procurement in relation to the Quintero LNG regasification project in Chile, South America’s first fixed-storage tank LNG regasification facility
  • Mthombo refinery, South Africa: advised PetroSA on the Mthombo Refinery, which will be built in South Africa by PetroSA at an estimated cost of US$15 billion
  • Shtokman: advised Shtokman Development AG (joint venture of Gazprom, Total and Statoil) on the development of the US$25 billion Shtokman Field. This field has an estimated 3.8 trillion cubic metres of natural gas and 37 million tons of gas condensate
  • SapuraKencana Petroleum: advised SapuraKencana Petroleum on the integration of its tender rig business with Seadrill’s tender rig business in a transaction with an enterprise value of US$2.9 billion. We’ve also recently advised CIMB and Maybank as underwriters on SapuraKencana’s private placement of new shares which raised US$530 million to help fund the above acquisition
  • Total S.A., Saudi Arabia: advised Total S.A. on all aspects of its joint venture with Saudi Aramco to construct, own and operate a 400,000 barrels per day, world scale refinery in Jubail, Saudi Arabia
  • Apache Corporation: advised in the successful defence of a prosecution relating to the explosion at Apache's gas processing plan on Varanus Island which occurred in June 2008. The prosecution was high-profile due to the significant impact the explosion had on the Western Australian economy. The Western Australian State discontinued the prosecution in 2012. We are also acting for Apache defending civil claims for compensation arising from the explosion

Energy & Resources

Power

We provide top-tier legal expertise in the power sector, including in nuclear and renewables, for global clients around the world through our offices in Asia Pacific, the Americas, Europe, and the Middle East - a network that few firms can match.

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Acknowledged experts across all areas of law

Our global team comprises acknowledged industry experts with a formidable reputation of successfully advising on all aspects of major cross-border acquisitions, including joint ventures, asset exchanges, privatisations, trading and marketing, disputes, regulation and market reform, competition/antitrust issues, environmental issues, public procurement matters, as well as project development (including construction aspects) and finance within the power sector.

Market leading renewables expertise

We have significant experience in the renewables sector, including in relation to onshore and offshore wind, solar, biomass, hydro, CHP, carbon abatement, waste/recycling management, green certificates and emissions trading.

Clifford Chance was named Legal Adviser of the Year for Renewable Energy at the Infrastructure Journal Awards in 2013.

Nuclear industry

With the nuclear industry experiencing significant changes in many jurisdictions, we are also well placed to advise clients on potential challenges and opportunities – drawing on many years of experience from key energy markets across the globe.

Client experience

  • GDF SUEZ Energy International, International: advised GDF SUEZ Energy International (formerly International Power) on its £18 billion combination with GDF SUEZ, and on the subsequent £6.4 billion minority buy-out by GDF SUEZ of the remaining 30% stake, to give GDF SUEZ 100% ownership
  • E.ON Energy from Waste, Germany: advised EQT on its acquisition of a 51% stake in E.ON Energy from Waste, an energy-from-waste company with assets in Germany, Luxembourg and the Netherlands
  • Sutton Bridge, UK: advised EDF on the sale of the 819MW combined-cycle gas turbine power station at Sutton Bridge, South East Lincolnshire to a consortium of investors led by Macquarie
  • Az-Zour North, Kuwait: advised JBIC, the single largest lender to the GDF SUEZ consortium developing Az-Zour North, the first IWPP in Kuwait
  • Lake Turkana, Kenya: advised Vestas on the contract for the supply, installation and commissioning of 365 wind turbines, each with a capacity of 850KW, for a large onshore wind farm project in East Africa
  • Kpone, Ghana: advised the lenders on the financing of the 340MW Kpone gas fired IPP in Ghana, which will be the largest ever IPP in West Africa, and the first IPP with Electricity Company of Ghana as offtaker
  • Tanjung Bin Energy, Malaysia: acted as international counsel to lenders to Malakoff Corporation Berhad via its wholly-owned subsidiary, Tanjung Bin Energy Issuer Berhard, on RM6.5 billion financing for a new 1,000 MW supercritical coal fired power plant
  • APA Group, Australia: advised APA Group on development of the Diamantina Power Station in Queensland. The Diamantina Power Station is being developed to meet the long-term power needs of Xstrata Mount Isa Mines, as well as to supply electricity to the town of Mount Isa
  • Chaglla hydroelectric project, Peru: advised IDB and a group of commercial banks on the financing of the US$1 billion Chaglla hydroelectric project, which is being developed by Odebrecht
  • Actis, Chile: advised Actis on its US$290 million investment for a 60% stake in Aela Energía, a renewable energy developer which is set to become Chile's largest wind and solar energy project

The global energy and resources group at Clifford Chance is a multi-disciplinary team of highly-experienced lawyers who provide innovative legal advice, with expertise in Capital Markets, Corporate, Construction, Environment, Litigation, PFI/PPP, Project Finance, Restructuring, Real Estate and Tax.

Our broad international network which covers Africa, Asia Pacific, the Americas, Europe and the Middle East, specialises in the particular requirements of the global energy and resources sector, specifically within the mining and metals, oil and gas, power and renewables sectors. The global energy and resources group is committed to helping you keep pace with market and regulatory developments, as well as enabling you to enter new markets, protect your interests, manage risk and strengthen your business.

Legal services to meet the needs of the energy and resources sector

We help our clients respond effectively to the changing shape of the energy and resources sector. We can assist you by providing top tier legal advice combined with industry knowledge.

Mining & metals

Our global Mining & Metals group comprises lawyers from across our international network of offices who advise a broad range of companies in the mining and metals sector including major mining companies, junior mining companies, development banks, international financial institutions, commercial banks, ECA's, contractors and governments across the full range of issues that apply to the sector.

Oil & gas

Our global Oil & Gas group is made up of acknowledged legal experts in the oil and gas industry, offering depth of resource, local expertise and commitment to the key oil and gas players across the globe. We advise on the complex legal, financial and commercial issues associated with upstream, midstream and downstream developments worldwide.

Power

We provide top-tier legal expertise in the power sector, including conventional power, renewables and nuclear, for global clients around the world through our offices in Europe, Africa, the Middle East, Asia Pacific and the Americas – a network that few firms can match.

Client experience

  • Royal Dutch Shell: advised Shell on its US$6.7 billion acquisition of a portfolio of LNG assets from Repsol S.A., including plant capacity and supply positions in Peru and Trinidad and Tobago, a 5% stake in a power plant in Spain and a material LNG marketing and trading operation
  • Citigroup Global Markets Limited and Morgan Stanley & Co. Limited as joint sponsors in connection with the merger of Glencore International plc and Xstrata plc as well as the syndicate of banks acting as underwriters on the  US$10 billion dual listing of Glencore on the London and Hong Kong stock exchanges
  • GDF SUEZ Energy International: advised GDF SUEZ Energy International (formerly International Power) on its £18 billion combination with GDF SUEZ, and on the subsequent £6.4 billion minority buy-out by GDF SUEZ of the remaining 30% stake, to give GDF SUEZ 100% ownership
  • Azura Edo IPP, Nigeria: advised on the financing and construction of a greenfield gas-fired power Independent Power Project in Nigeria - the first IPP under Nigeria's new power program
  • Helios Investment Partners: advised Sub-Saharan focussed private equity firm Helios on its participation in a joint venture with Vitol, which acquired Shell's African downstream petroleum business for approximately US$1 billion
  • Apache Corporation: advised in the successful defence of a prosecution relating to the explosion at Apache’s gas processing plan on Varanus Island which occurred in June 2008. The prosecution was high-profile due to the significant impact the explosion had on the Western Australian economy. The Western Australian State discontinued the prosecution in 2012. We are also acting for Apache defending civil claims for compensation arising from the explosion
  • PNG Sustainable Development Program Limited (PNGSDP), a Singapore incorporated company, in an ICSID arbitration against the Independent State of Papua New Guinea arising from the State's expropriation of PNGSDP's share in the Ok Tedi mine, a gold and copper mine in Papua New Guinea. The amount in dispute is in excess of US$2 billion. The dispute has also spawned legal proceedings in the courts of Papua New Guinea, as well as in the Singapore High Court, where Cavenagh Law LLP (Clifford Chance's FLA partner in Singapore) is acting for PNGSDP
  • Bank Al Jazira, Banque Saudi Fransi, Riyad Bank, The National Commercial Bank and The Saudi Investment Bank on the financing for the Ma'aden and Alcoa development of a US$5.01 billion aluminium smelter plant and casthouse, a US$2.52 billion aluminium rolling mill and a US$3.58 billion bauxite mine and an associated alumina refinery, forming part of what will be the largest fully integrated aluminium complex in the world
  • E.ON Energy from Waste, Germany: advised EQT on its acquisition of a 51% stake in E.ON Energy from Waste, an energy-from-waste company with assets in Germany, Luxembourg and the Netherlands
  • Chaglla hydroelectric project, Peru: advised IDB and a group of commercial banks on the financing of the US$1 billion Chaglla hydroelectric project, which is being developed by Odebrecht
  • APA Group, Australia: advised APA Group on development of the Diamantina Power Station in Queensland. The Diamantina Power Station is being developed to meet the long-term power needs of Xstrata Mount Isa Mines, as well as to supply electricity to the town of Mount Isa