LEGAL REPORT Americas 50 Asia Pacific 52 EMEA. 42 Global review 43 League tables 45 Project list IN THIS SECTION

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1 LEGAL REPORT 2012 IN THIS SECTION 42 Global review 43 League tables 45 Project list 48 Americas 50 Asia Pacific 52 EMEA

2 INTRODUCTION A CHANGING WORLD FOR THE LAW THE PROJECT FINANCE INTERNATIONAL (PFI) ANNUAL LAW SURVEY IS PUBLISHED AT A TIME OF IMMENSE CHANGE FOR THE MARKET THAT LAWYERS SERVE. AND IT IS THEREFORE NOT SURPRISING THAT THE LAST 12 MONTHS HAVE SEEN SOME DRAMATIC UPHEAVALS IN THE PROJECT FINANCE LAW SECTOR, WITH NEW MOVES AND ALLIANCES APLENTY. The changing world of international project finance law and its proponents is discussed in some detail in the regional review published with this survey for the Americas, Asia-Pacific and EMEA. First things first, however, the annual deal survey. Allen & Overy once again came top in the global table, with 25 mandates equally spread across the lender and sponsor client base. Linklaters was a big climber in the 2011/12 table, rising from seventh to second. And it was followed in the table by another Magic Circle firm, Clifford Chance, up from sixth. The first White Shoe firm was Milbank Tweed, which came in fourth. The strength of the Australian market was shown by the fact that Allen came in fifth. Allen is one of the firms that has seen some big corporate changes this year, with the strategic alliance signed with Linklaters. However, unlike some other deals, this was not a merger. UK/Australia-based firms Herbert Smith and Freehills did conduct a merger and the new firm came in ninth in the table. Others in the global Top 10 were Latham & Watkins, White & Case, Norton Rose, and Chadbourne & Parke and Shearman & Sterling in joint 10th. The regional tables were headed by Milbank Tweed in the Americas, Allens in Asia-Pacific and Allen & Overy in EMEA. Each year, PFI conducts its unique survey of the law firms working in the primary and secondary roles on the major deals. These deals are defined as projects valued at more than US$500m. The US$500m floor acts as an effective snapshot to the market, in terms of measuring both significant domestic project financings and the cross-border international deals. To be included in the tables the projects need to have closed between October 2011 and September The main event in the New York market this year was the implosion of Dewey LeBoeuf, which led many lawyers to seek new homes. Indeed, the ramifications of this event were felt across the world, given the global size and reach of Dewey. It should not be forgotten that one of the firm s key strengths was in energy, utilities and project finance. It is not often that a firm collapses. The Dewey LeBoeuf merger was arranged just before the global credit crash in 2007 and contained embedded high costs and high debt. Who says the law is safe! There was plenty of legal moves in New York, both due to the Dewey problems and from the market, which are described in the Americas review article with this survey. The people moves were just as frantic down south in Latin America. US legal firms have considered opening new offices in Brazil and hired expert lawyers to guide the firms through the legal LatAm thicket. Hogan Lovells hopes to open its Rio de Janeiro office in the fourth quarter and in 18 to 24 months it could open another office in Sao Paulo. Chadbourne & Parke already has offices in Sao Paulo since 2010 and Mexico City. But another leading proponent, Milbank Tweed, has only one Latin American office, in Sao Paulo, and the firm has no plans to open other regional offices. In Asia-Pacific, the region saw a host of big mergers and alliances, mainly focused on the local Australian firms and the UK Magic Circle. Blake Dawson merged its Asian offices with Ashurst and rebranded as Ashurst Australia. Allens Arthur Robinson linked with Linklaters to become Allens. Freehills joined with Herbert Smith to become Herbert Smith Freehills, and Mallesons took the China option and merged with King & Wood to become King & Wood Mallesons. There were plenty of other moves and alliances, detailed in the Asia- Pacific review article. Across the rest of Asia, Singapore grew as an important legal business centre and welcomed foreign firms with open arms. In the EMEA region, the changes in the project finance market saw firms adapting to a new climate. Project bonds, export credit agencies and even a big move into Africa all represented new opportunities and challenges. How was 2012? is a question that elicits mixed reactions from EMEA s project finance lawyers. A sharp intake of breath from some, before they explain that the European market is the worst its ever been. A record year, cry others, as they reel off the multibillion dollar emerging markets deals that finally reached close. 42 Project Finance International November

3 LEGAL SURVEY GLOBAL - SEPT 2011 TO SEPT 2012 Law firm Lender Sponsor Total Allen & Overy Linklaters Clifford Chance Milbank Tweed Allens Latham & Watkins White & Case Norton Rose Herbert Smith Freehills Chadbourne & Parke Shearman & Sterling Baker & McKenzie Lee & Ko Slaughter & May Amarchand Mangaldas Ashurst Kim & Chang Link Legal Simpson Thacher & Bartlett Skadden Arps Clayton Utz Galicia Abogados Gide Loyrette Nouel Leges Advokat McCarthy Tetrault Mijares Angoitia Cortes y Fuentes Orrick Sullivan & Cromwell Willkie Farr & Gallagher Akin Gump, Azizov & Partners Albar & Partners Allen & Gledhill Andrews Kurth Arab Legal Consultants Bahr GLOBAL - SEPT 2011 TO SEPT 2012 CONTINUED Law firm Lender Sponsor Total Basch & Rameh Blakes Bredin Prat Chandler & Tong-ek Colibri DLA Piper Freshfields Bruckhaus Deringer Gibson Dunn Gilbert & Tobin Gomez Pinzon Zuleta Hacohen Rozenberg Helmy Hamza & Partners Hogan Lovells IDBI Legal Department J Sagar Associates Kim Chang & Lee King & Wood Mallesons Legist Lovells Loyens & Loeff Mallesons Stephen Jaques Miranda & Amado Abogados Morrison & Foerster Nishimura & Asahi Osler PhilippiYrarrazaval Puldido & Brunner Pilsbury Winthrop Shaw Pitt Qiompmes Cruz Abogados Rodrigo Elias & Medrano Salans SJ Law Advocates & Solicitors Stikeman Eliot Vinson & Elkins Wright & Cooney Yigal Amon Project Finance International November

4 LEGAL SURVEY AMERICAS - SEPT 2011 TO SEPT 2012 Law firm Lender Sponsor Total Milbank Tweed Allen & Overy Latham & Watkins Chadbourne & Parke Linklaters Clifford Chance Simpson Thacher & Bartlett White & Case Galicia Abogados Mijares Angoitia Cortes y Fuentes Norton Rose Andrews Kurth Bahr Baker & McKenzie Basch & Rameh Blakes Gibson Dunn Gomez Pinzon Zuleta McCarthy Tetrault Miranda & Amado Abogados Morrison & Foerster Nishimura & Asahi Orrick Osler PhilippiYrarrazaval Puldido & Brunner Pilsbury Winthrop Shaw Pitt Qiompmes Cruz Abogados Rodrigo Elias & Medrano Shearman & Sterling Skadden Arps Stikeman Eliot ASIA PACIFIC - SEPT 2011 TO SEPT 2012 Law firm Lender Sponsor Total Allens Herbert Smith Freehills Allen & Overy Lee & Ko Amarchand Mangaldas Kim & Chang Link Legal Clayton Utz Latham & Watkins Albar & Partners Allen & Gledhill Ashurst Baker & McKenzie Chandler & Tong-ek Clifford Chance Gilbert & Tobin IDBI Legal Department J Sagar Associates Kim Chang & Lee King & Wood Mallesons Legist Mallesons Stephen Jaques Norton Rose SJ Law Advocates & Solicitors Sullivan & Cromwell Wright & Cooney EMEA - SEPT 2011 TO SEPT 2012 Law firm Lender Sponsor Total Allen & Overy Linklaters Clifford Chance White & Case Norton Rose Shearman & Sterling Slaughter & May Ashurst Baker & McKenzie Gide Loyrette Nouel Latham & Watkins Leges Advokat Milbank Tweed Skadden Arps Willkie Farr & Gallagher Akin Gump Arab Legal Consultants Azizov & Partners EMEA - SEPT 2011 TO SEPT 2012 CONTINUED Law firm Lender Sponsor Total Bredin Prat Chadbourne & Parke Colibri DLA Piper Freshfields Bruckhaus Deringer Hacohen Rozenberg Helmy Hamza & Partners Herbert Smith Freehills Hogan Lovells Lovells Loyens & Loeff McCarthy Tetrault Orrick Salans Sullivan & Cromwell Vincent & Elkins Yigal Amon Project Finance International November

5 LEGAL SURVEY PROJECT LIST SEPT 2011 TO SEPT 2012 Project Country Value (US$m) Lenders Sponsors Subsidiary roles Sector Barzan Gas Qatar 10,000 Skadden Arps White & Case Allen & Overy advised the ECAs Oil & Gas AP LNG Australia 8,500 Latham & Watkins, Allens Sullivan & Cromwell, Oil & Gas Clayton Utz Agility Trains Ltd-Intercity United Kingdom 6,199 Ashurst DLA Piper Freshfields Bruckhaus Deringer Transportation Express Partnership Nord Stream Phase 1 Refinancing Russian Fed 5,400 Clifford Chance White & Case Oil & Gas Cartagena Oil Refinery Colombia 5,000 Milbank Tweed Linklaters Petrochemicals Eiffarie Refinancing France 4,614 Gide Loyrette Nouel Clifford Chance, Bredin Prat Transportation Surgil Gas Field Uzbekistan 4,000 Norton Rose, Leges Advokat Vinson & Elkins, Colibri, Linklaters advised CDC Oil & Gas Open Grid Europe Germany 3,879 Clifford Chance Linklaters Oil & Gas Mostorod Refinery Egypt 3,700 Allen & Overy, Slaughter & May, Shearman & Sterling, Arab Fulbright & Jaworski advised Oil & Gas Helmy Hamza & Partners Legal Consultants the AfDB Western High-Speed Motorway Russian Fed 3,651 Freshfields Bruckhaus Deringer Linklaters Transportation Sabine Pass Liquefaction Train USA 3,626 Chadbourne & Parke Andrews Kurth Latham & Watkins Oil & Gas Xayaburi Hydroelectric Laos 3,400 Chandler & Tong-ek Legist Power SeverEnergy Russian Fed 3,000 White & Case Norton Rose Oil & Gas Al Qurayyah IPP Saudi Arabia 2,751 Allen & Overy Chadbourne & Parke Baker Botts advised the Power concession awarder Lundin Petroleum Refinancing Norway 2,500 Herbert Smith Freehills Ashurst Linklaters Oil & Gas Sydney Desalination Australia 2,230 Gilbert & Tobin Allens King & Wood Mallesons advised PPP NSW, Baker & Mckenzie and Olser advised OTPP Tanjung Bin Energy Issuer Bhd Malaysia 2,171 Albar & Partners In-house Power Jubail Acrylic Monomers Saudi Arabia 2,000 Clifford Chance Linklaters Baker & Mckenzie advised Petrochemicals Scheme Tasnee/Sahara Dow and Evonik Meja Thermal Power India 1,958 Link-Legal In-house Power Nimes and Montpellier Bypass France 1,866 Linklaters Willkie Farr & Gallagher Gide Loyretter Nouel advised a Transportation lender, Allen & Overy and Clifford Chance advised guarantor/eca/multilateral Oleoducto Bicentenario Colombia 1,800 In-house Allen & Overy, Gomez Pinzon Oil & Gas de Colombia Zuleta, Qiompmes Cruz Abogados Sierra Gorda Copper Mine Chile 1,800 Milbank Tweed, Nishimura Baker & McKenzie, Philippi Morrison & Foerster advised Mining & Asahi Yrarrazaval Puldido & Brunner junior lenders, Atsumi & Sakai advised JOGMEC Sangju - Youngcheon Expressway South Korea 1,677 Kim & Chang Lee & Ko Transportation Ma aden Alcoa Alumina Refinery Saudi Arabia 1,666 Clifford Chance Baker & McKenzie Industry GW Lincs (Centrica) Wind Farm United Kingdom 1,584 Linklaters Slaughter & May Power London Thames Gateway United Kingdom 1,559 Clifford Chance Allen & Overy Freshfields advisedguarantor/ Transportation Greenfield Port ECA/multilateral, Norton Rose Cernambi South FPSO Brazil 1,500 Norton Rose Linklaters Oil & Gas Jorf Lasfar Power Plant Morocco 1,500 Linklaters Allen & Overy Chadbourne & Parke advised Power Expansion ONE Montes del Plata Pulp Uruguay 1,500 Milbank Tweed Simpson Thacher Energy Nigerian Reserve Nigeria 1,500 Milbank Tweed Latham & Watkins Oil & Gas Development Financing Sur IPP Oman 1,500 Allen & Overy Norton Rose DLA Piper advised concession Power awarder, White & Case advised Chubu Electric, Linklaters advised guarantor/eca/ multilateral Abhijeet Thermal Power India 1,472 SJ Law Advocates & Solicitors In-house Power Guri Pocheon Expressway South Korea 1,457 Kim & Chang Lee & Ko Transportation Ecotax Toll France 1,432 White & Case Willkie Farr & Gallagher Linklaters PPP Kishangarh Udaipur India 1,388 Link-Legal In-house Transportation Ahmadabad Road Mallavaram-Bhopal-Bhilwara- India 1,307 Amarchand Mangaldas In-house Oil & Gas Vijaipur Pipeline Vattenfall Assets Sale Finland 1,304 Linklaters Allen & Overy Power Mehsana-Bhatinda-Jammu- India 1,300 Amarchand Mangaldas In-house Power Srinagar Pipeline Project Finance International November

6 LEGAL SURVEY PROJECT LIST SEPT 2011 TO SEPT 2012 CONTINUED Project Country Value (US$m) Lenders Sponsors Subsidiary roles Sector Dolphin Energy bond UAE 1,300 Sullivan & Cromwell Shearman & Sterling Oil & Gas Queiroz Galvao Two Drillships Brazil 1,300 White & Case Basch & Rameh Oil & Gas Eastlink PPP Project Refinancing 2Australia 1,290 Allens King & Wood Mallesons Transportation Singapore Power Cross Singapore 1,244 Allen & Overy Allen & Gledhill Power Island Tunnel Tufanbeyli Lignite-Fired Turkey 1,232 Clifford Chance White & Case Power Nong Saeng Gas-Fired Thailand 1,220 Allen & Overy Baker & McKenzie Power Combined-Cycle Power Sambalpur Integrated Steel India 1,205 IDBI Legal Department Sponsorscounsel - In-house Allen & Overy, Singhani Industrial Plant Project Phase V & Partners, TrilegalSui Juris United Steel Company Bahrain 1,200 Baker & McKenzie Clifford Chance Industrial Topaz Solar Farms USA 1,195 Latham & Watkins Gibson Dunn Power Farac Toll Road PPP Bond Mexico 1,160 Allen & Overy Mijares Angoitia Cortes y Transportation Refinancing Fuentes Parkville (Victoria) Australia 1,138 Herbert Smith Freehills Clayton Utz Allens acted for Honeywell PPP Comprehensive Cancer Centre Northwind Offshore Wind Belgium 1,132 White & Case Loyens & Loeff Power Medina International Airport Saudi Arabia 1,100 Linklaters Norton Rose White & Case advised IFC and Gaca Transportation Presido Parkway USA 1,100 Orrick Milbank Tweed Nossaman advised Caltrans Transportation OSX-2 FPSO Brazil 1,093 White & Case Allen & Overy Oil & Gas Cidade de Ilhabela FPSO Brazil 1,050 Norton Rose Allen & Overy Milbank Tweed advised Oil & Gas Guara-Norte Mitsubishi Embraport Terminal Expansion Brazil 1,039 White & Case Milbank Tweed Davis Polk & Wardwell Transportation Kansanshi Copper Mine Zambia 1,000 Linklaters Allen & Overy Mining Expansion QSTec Polysilicon Qatar 1,000 Skadden Arps Milbank Tweed Power Highway 407 East Extension Canada 993 Osler Stikeman Eliot Transportation La Muralla IV Brazil 993 Milbank Tweed, Galicia Clifford Chance Oil & Gas Abogados NH8 Ahmedabad Vadodara- India 988 Link Legal In-house Transportation Six Laning & NE1 Expressway Equipower Portfolio Financing USA 985 Milbank Tweed Latham & Watkins Power Oaxaca Marena Renovables Mexico 962 Clifford Chance, Mijares Chadbourne & Parke, Galicia Power Wind Farm Angoitia Cortes y Fuentes Abogados Gatwick Airport Bond United Kingdom 960 Allen & Overy Slaughter & May Transportation Incheon-Gimpo Expressway South Korea 920 Kim & Chang Lee & Ko Transportation Cikampek-Palimanan Toll Road Indonesia 915 Allen & Overy Transportation Paris Palais de Justice France 914 Salans Orrick Clifford Chance advised the PPP guarantor Cerro Del Aguila SA Peru 909 Milbank Tweed, Rodrigo Elias Morrison & Foerster, Miranda Power & Medrano & Amado Abogados M5 South West Motorway Australia 903 Allens Herbert Smith Freehills Ashurst Transportation Expansion Tamar Natural Gas Israel 900 Shearman & Sterling Allen & Overy Oil & Gas Senoko Sembawang Gas Singapore 875 Allen & Overy Latham & Watkins Power Fired Power Schahin Black Diamond Brazil 865 Milbank Tweed Linklaters Shearman & Sterling Oil & Gas IDO Privatization Turkey 861 Latham & Watkins Transportation North Eastern Maharashtra India 847 Amarchand Mangaldas In-house Power Transmission Line Seigneurie de Beaupre II & III Canada 842 Blakes, Clifford Chance McCarthy Tetrault Power Windfarm Nottingham Express Transit United Kingdom 801 Hogan Lovells Linklaters Transportation Lines 2 and 3 AEI Fenix Chilca Combined Peru 779 Allen & Overy Clifford Chance Power Cycle Power Perth Airport Refinancing and Australia 778 Mallesons Stephen Jaques, Allens Herbert Smith Freehills Transportation Expansion Allens advised guarantor/eca Heritage Oil Nigeria 765 White & Case McCarthy Tetrault Oil & Gas Iskenderun Port Turkey 750 Linklaters Clifford Chance Transportation Schahin II Brazil 750 Milbank Tweed Linklaters Oil & Gas LSP Madison Portfolio USA 750 Shearman & Sterling Latham & Watkins Power Recapitalization 46 Project Finance International November

7 LEGAL SURVEY PROJECT LIST SEPT 2011 TO SEPT 2012 CONTINUED Project Country Value (US$m) Lenders Sponsors Subsidiary roles Sector Sipchem/Hanwha Saudi Arabia 750 Allen & Overy Norton Rose Petrochemicals Petrochemical Scheme Interlink M5 Project Refinancing 2 Australia 745 Allens Herbert Smith Freehills Ashurst advised the guarantor, Transportation King & Wood Mallesons advised on equity and tax aspects 2nd Seoul-Incheon South Korea 698 Kim Chang & Lee Lee & Ko Transportation Linking Highway Essential Power Portfolio USA 665 Simpson Thacher Latham & Watkins Power Alta Wind VII & Alta Wind IX USA 649 Simpson Thacher & Bartlett Latham & Watkins Chadbourne & Parke advised Power Terra-Gen as tax counsel Hope Downs 4 Iron Ore Australia 617 Herbert Smith Freehills Wright & Cooney Mining Edinburgh Airport United Kingdom 616 Allen & Overy Slaughter & May Transportation Tropicana Gold Mine Australia 606 Allens Mining Delhi-Agra Road India 600 J Sagar Associates In-house Transportation Samapco Integrated Saudi Arabia 599 Clifford Chance Oil & Gas Chemical Complex Allen & OveryDoug Owston Australia 593 Allens Herbert Smith Freehills PPP (Darwin) Prison PPP Odebrecht Drillship Acquisition Brazil 587 Linklaters Chadbourne & Parke Oil & Gas Pisto Oil Refinancing France 583 Clifford Chance Linklaters Oil & Gas Imperial Solar Energy Center USA 581 Skadden Arps Pilsbury Winthrop Shaw Pitt Power South LLC (CSolar IV PV Project) Arlington Valley Solar PV USA 550 Latham & Watkins Chadbourne & Parke Shearman & Sterling Power Gorgon LNG Tranport Australia 545 Allen & Overy Clifford Chance Oil & Gas Free State Windpower LLC USA 542 Milbank Tweed Chadbourne & Parke Power Queensland Airports Refinancing Australia 535 Ashurst Herbert Smith Freehills Transportation Ohio State University USA 529 Millbank Tweed Allen & Overy Transportation Parking System Brisbane Airport Refinancing Australia 509 Allens Norton Rose Transportation Blaise Diagne Senegal 500 Lovells Gide Loyrette Nouel Transportation International Airport Khauzak-Shady Uzbekistan 500 Shearman & Sterling, Akin Gump, Azizov & Partners Oil & Gas Leges Advokat Leviathan Bridge Israel 500 Shearman & Sterling, Allen & Overy, Hacohen Oil & Gas Yigal Amon Rozenberg OSX-3 FPSO Project Brazil 500 Bahr Allen & Overy Oil & Gas Tihama Cogeneration Project Saudi Arabia 500 Clifford Chance Linklaters White & Case Power Project Finance International November

8 FEATURES LAWYER MOVES PUSHED BY DEWEY AND LATAM A HANDFUL OF FIRMS WERE ABLE TO BENEFIT FROM THE LOSS OF DEWEY & LEBOEUF, WITH THE ADDITION OF EXPERIENCED PROJECT FINANCE TEAMS IN THE US. IN LATIN AMERICA, FIRMS HAVE RACED TO EXPAND INTO BRAZIL. BY ALISON HEALEY AND ALAN GERSTEN. The legal rankings in North America included infrastructure deals such as the Presidio Parkway, which took years to make it to financial close, as renewables and more traditional power continued to make a big dent. The mammoth Sabine Pass liquefaction financing was a big part of the year for three firms, Chadbourne & Parke, Andrews Kurth, and Latham & Watkins. Milbank Tweed was the most active in terms of number of transactions, representing lenders on 10 deals and working on the sponsor side on two. One of the first major developments of the year came with Jay Worenklein s move to Akin Gump, reinforcing the firm s standing as a renewable energy powerhouse. He joined Ed Zaelke and Adam Umanoff as co-head of the firm s global project finance practice. Worenklein had most recently been with Bingham McCutcheon. Earlier in his career he founded and headed the power and project finance practices at Milbank, where he practised for 20 years; founded and served as chairman and chief executive officer of US Power Generating Company; headed global project finance and independent power at Lehman Brothers; and served as global head of Société Générale s energy, power, infrastructure and project finance sectors. Worenklein has guided the financing and development of some of the largest electricity, natural gas, water, oil, nuclear and transportation infrastructure projects across the US internationally. Early in the year, Stephen Davis also joined Akin Gump as a partner in its energy and global transactions practice. Davis was a partner in the Houston office of Vinson & Elkins, where he was a founding member of its project finance and development practice and former managing partner of its first Asian office. He has experience in handling project finance and development-related matters for refining, petrochemical and other energy projects in the Americas, the Middle East, Africa and Asia. The fallout from the Dewey LeBoeuf implosion started in May and resulted in several firms bulking up their project finance and energy teams. O Melveny & Myers added a team of attorneys from Dewey to its New York office. The team of Richard Shutran, Junaid Chida, Arthur Hazlitt, Mark Caterini, and Dev Sen has worked in the areas of finance, development and M&A, and has represented investors, lenders and sponsors in large-scale energy, renewable and infrastructure transactions. In June, a trio of lawyers from Dewey joined Baker Botts in New York and Houston. William Lamb and Michael Didriksen of New York and Thomas Moore of Houston have experience working with energy clients internationally on mergers and acquisitions, project development and strategic investments. The team complemented the addition of Elaine Walsh, who represents a wide array of electricity, oil and gas, and mining clients in a number of major transactional and regulatory matters. Walsh joined the Washington office of Baker Botts from Kirkland & Ellis. In June, Washington DC-based project finance partner Gregory Smith left Dewey & LeBoeuf to join Allen & Overy. Smith represents clients in the development, financing, and privatisation of infrastructure projects, with an emphasis on emerging markets. Hunton & Williams added six partners from Dewey to its global energy and infrastructure practice, including Bud Ellis, formerly co-head of Dewey s utilities, power and pipelines industry group, Kevin Felz, Michael Fitzpatrick, Steven Friend, Steve Loeshelle and Peter O Brien. The team that moved to Hunton represents companies and investment banks in the power and utility industries, focusing on public and private capital markets transactions. In addition to their capital markets deals, the new partners have advised various power companies and infrastructure funds on the acquisition and divestiture of both domestic and international assets, as well as dedicated utility rate securitisations, synthetic leases, and project financings in various jurisdictions. The group is based in New York. Chadbourne managed to recover somewhat from the loss of its team of renewables lawyers in 2011 with the hiring of Paul Kaufman and Evelyn Lim, who joined the firm as partners on August 1 in the Los Angeles office. Both hires brought extensive experience working with renewables. Kaufman was executive vice-president for enxco, while Lim came to Chadbourne from Element Power. In infrastructure project law, Geoff Yarema stepping down as chair of Nossaman infrastructure group was big news. Patrick Harder, who worked for several years at Nossaman and for a period was 48 Project Finance International November

9 AMERICAS co-chair of the infrastructure practice with Yarema, took over in the position, and Yarema stayed on at Nossaman as a senior attorney. Nossaman frequently acts as an adviser to governments and business in highway construction procurements and contracts including public-private partnerships and toll concessions. Squire Sanders was selected for a significant new engagement when the firm was chosen by the US Department of Transportation, Federal Highway Administration to provide legal services to FHWA under the Transportation Infrastructure Finance and Innovation Act (TIFIA) programme. In Latin America, US legal firms have considered opening new offices in Brazil and hired expert lawyers to guide the firms through the legal LatAm thicket. Hogan Lovells hopes to open its Rio de Janeiro office in the fourth quarter and in 18 to 24 months it could open another office in Sao Paulo, said Claudette M Christian, the partner who will head the Rio office. We are in the midst of becoming a foreign legal institution, she told PFI. That means the international law firm could handle non-brazilian law clients. For example, some US clients might want to do business in Brazil, but use New York law. Christian expects to have a four-person office, with two partners and two associates, all of who know Brazilian law well. Currently, she is taking a course in Portuguese and hopes to become proficient in the language, something she has already achieved in Spanish. She estimated the whole process to establish the law office could take six to nine months, not an inordinate amount of time. Hogan Lovells went through the proper channels. You don t challenge the rules of the OEB [the Brazilian bar association], said Christian, who has found office space in Rio at Rua Santa Luzia, 651, which is in the downtown area. While Hogan Lovells was the only US law firm to plan on a LatAm opening, that firm and others have been hiring Latin American experts. Diogenes Bermudez, former general counsel for Petrobras Venezuela, has joined the Caracas office of Hogan Lovells as counsel in the infrastructure and project finance practice. Diogenes is one of the best oil and gas lawyers in Venezuela, and he brings a wealth of experience that will be of great value to our clients, said Bruno Ciuffetelli, co-head of Hogan Lovells Latin American practice. Diogenes will help us further strengthen and expand our energy practice in Latin America, where he has great contacts and an exceptional reputation. In his previous position with Petrobras Venezuela, Bermudez counselled on oil and gas law and led complex negotiations with national oil companies, government officials and international partners, related to major energy projects. He has extensive experience negotiating oil and gas contracts and granting instruments, such as mixed companies, joint venture agreements, operating services agreements and gas licences. Hogan Lovells has an office in Caracas, which is doing well, Christian said. That s so despite Hugo Chavez, who was just re-elected president. We don t get involved in politics, Christian said. In September, Carlos T Albarracin, who specialises in Latin American deals, joined Milbank Tweed Hadley & McCloy as a partner in the global securities group of the international law firm. Albarracin, an Argentine native, was formerly a partner at Chadbourne & Parke. He has worked on project finance deals in Mexico, Colombia, Argentina, Chile, Peru and elsewhere, and has advised foreign and domestic clients on matters across Latin America. At Milbank, he will work with the law firm s Latin American group, which advises on project finance deals, among others. While concentrating on several Latin American countries, Albarracin will support the firm s Mexico practice. Milbank s only Latin American office is in Sao Paulo. Meanwhile, Chadbourne, which has offices in Sao Paulo and Mexico City, had its own plans. First, the international law firm issued a statement, saying: Due to our deep bench strength, we don t plan any particular changes in light of Carlos departure. Allen Miller, LatAm practice co-head, added that Carlos is a talented lawyer, and we wish him well. Chadbourne has named Silvia Fazio as an international partner in the corporate practice. She will be resident in Chadbourne s Sao Paulo and London offices and will establish a Brazil desk in the London office to service the firm s UK and European clients that are active in Brazil. Chadbourne s Sao Paulo office, which opened in 2010, regularly advises corporations, international commercial and development banks, investment funds and international investors, multilateral agencies and export credit agencies on a wide range of capital markets, bank and project finance and debt restructuring transactions. Chadbourne said Fazio was not a replacement for Albarracin, but just an addition to the Latin American team. Milbank Tweed s only Latin American office is in Sao Paulo, and the firm has no plans to open other regional offices. Our strategy is to be in the financial capitals and not practise local law. In Brazil, we practise non-brazilian law, and local firms practise local law, said Dan Bartfeld, a partner in Milbank s global project finance group, based in New York. Marcelo Mottesi, also a New York partner, said: The focus is in New York. There s no need to open anywhere else. The whole Latin American region has been extremely active. Different funds and investors are looking for yields they can t get locally, said Mottesi, who heads the firm s global securities group and is a member of the Latin America Practice Group. Besides Brazil, Peru, Chile, Colombia, Mexico and Venezuela, activity is accelerating in the Caribbean and Central America. We re seeing sovereign business and representing a large bank in an international [stock] issuance, Mottesi said. He declined to be more specific. Despite the political problems in Venezuela, Milbank is involved in oil transactions in that country, helping Asian investors and others extract the oil and gas there, Bartfeld said. Project Finance International November

10 FEATURES A YEAR OF LEGAL MARRIAGES AND NEW WINDOWS IT HAS BEEN A YEAR OF LEGAL MARRIAGES IN THE ASIA-PACIFIC REGION, PARTICULARLY IN AUSTRALIA. UK LAW FIRMS HAVE BEEN PARTICULARLY ACTIVE SEEKING MARRIAGE PARTNERS DOWN-UNDER AND THE RESULT IS THAT AUSTRALIAN LAW FIRMS HAVE NOW BECOME IN NAME, RATHER THAN SIMPLY INTENTION, TRULY GLOBAL. THE REGION ALSO OFFERS WINDOWS OF OPPORTUNITIES AS NEW FRONTIER MARKETS ARE BEGINNING TO OPEN UP. BY JOHN ARBOUW AND MINERVA LAU. The move to partnerships is a recognition that the legal business is not only global but that big deals are now taking place in the Asia-Pacific region rather than solely in the northern hemisphere. In Australia, the profession has been largely dominated by Mallesons, Clayton Utz, Freehills, Blake Dawson, Allens, and Minter Ellison, which have generated a combined A$2.7bn in fees accounting for 57% of the Australian legal market served by the largest 20 firms. But as the Asia-Pacific century looms ever larger, the big UK firms from the magic and silver circles have set their sights firmly on opportunities in Australia with a spurt of mergers over the past year or so. Blake Dawson merged its Asian offices with Ashurst and rebranded as Ashurst Australia. Allens Arthur Robinson linked with Linklaters to become Allens. Freehills joined with Herbert Smith to become Herbert Smith Freehills, and Mallesons took the China option and merged with King & Wood to become King & Wood Mallesons. But it hasn t been all about finding a partner, the arrival of Norton Rose (takeover of Deagons), Clifford Chance and Allen & Overy in the Australian market, as well as the integration of DLA Piper and DLA Phillips Fox, represented a quantum shift in thinking. No longer is it sufficient for larger firms to simply focus on Australia, but rather it is now critical to understand Australia s role in the Asian region and the opportunities that this role presents. This has certainly provided a boost to people movements, as was seen when Allen & Overy poached several Clayton Utz partners and the move by Clifford Chance to takeover some of the smaller law firms as it did last year with Chang Pistilli & Simmons in Sydney and Cochrane Lishman Carson Luscombe in Perth. Late last year, Squire Sanders entered Australia when it launched its Perth office after poaching 14 partners from Minter Ellison. On November 1 it opened a Sydney office after poaching Allens M&A partner Campbell Davidson to head it up. Also, Clyde & Co set up offices in Perth and Sydney on October 1 and has been busy poaching lawyers to extend its practice from insurance to the resources sector. According to legal recruiter firms, there has been a lot of movement in banking and finance, which is reflected in the recent partner appointments across firms. Almost one in three of 29 partner promotions made across a number of firms in late June were in B&F groups, according to the lawyers weekly newsletter. Perhaps nowhere was the trend for law firms to position themselves in the Asia-Pacific deal-making centre as obvious as the merger between King & Wood and Mallesons. When Australian top-tier law firm Mallesons Stephen Jacques merged with China s largest law firm by head count, King and Wood, it created one of the biggest law firms in Asia. The merger takes the new name of King & Wood Mallesons and will draw on the expertise of more than 380 partners and 1,800 lawyers, making it the world s largest law firm headquartered outside of the US and the UK. The firm said the amalgamation represented the changing shift in opportunities for the two firms respective clients in Asia-Pacific markets. It reflects the need to re-orientate around Asia as the new economic centre of gravity, accounting for over half of the world s GDP by 2050 and with China s economy forecast to overtake that of the US in real terms by 2016, says KWM. King & Wood chairman Wang Junfeng has been appointed the chairman of the new combined firm. Stuart Fuller, who succeeds Robert Milliner as chief executive partner of Mallesons, is the global managing partner of the combined firm, based in Hong Kong. Allens is taking a similar approach. From May 1, Allens discarded Arthur Robinson from its name and enter into two profit-sharing joint ventures in Asia with Linklaters one that targets energy, resources and infrastructure work in the region and another focusing on Indonesia. The year 2012 saw opportunities opening up in the Asia-Pacific region, especially in frontier markets such as Mongolia and Myanmar. One new entrant is Hogan Lovells, which has started gearing up for the opening of the Burmese market. The firm has appointed Sean Conaty, who was previously from A&O in Bangkok. He will focus on the Mekong region as well as Indonesia. Hogan Lovells has continued to hire and expand its Singapore team. Alexander McMyn joined from Linklaters and works on export financing structured debt. Another joiner is Jennifer Chao, who moved in from Shearman & Sterling and will be working on PPP, energy and PF deals. 50 Project Finance International November

11 ASIA PACIFIC Another firm is doing the same. Baker & McKenzie has appointed a Myanmar lawyer, Saw Yu Win, to its Bangkok office. Win who is from Myanmar Thanlwin Legal Services in association with DFDL Mekong, has more than 15 years of experience advising foreign clients in Myanmar. At B&M, she will be assisting in building the firm s Myanmar practice. That includes advisory work on cross-border investment in the energy, mining, and telecommunications sectors. B&M continues to maintain a close watch on India. Its Indian practice includes more than 300 multi-disciplinary lawyers globally. The American firm has appointed Ashok Lalwani this year as the new head of its global India practice and he takes over from David Jacobs, who has led the practice since 2005 and is retiring as a partner. Lalwani, however, will be based in Singapore, the city state that seems to be the favourite base for regional activities for the law firms. India itself is still to deregulate its legal industry. Foreign law firms are not allowed to set up offices there, even just merely representative offices. However, many Indian companies have started to expand and to seek investment opportunities outside the country. India presents one of the best growth opportunities for business today, with strong economic fundamentals and burgeoning domestic consumption. As Indian companies continue to go global to gain access to overseas markets, acquire natural resources, new technologies and established brands, our priority is to further assist our Indian clients with their global aspirations, said Lalwani. Singapore, on the other hand, welcomes foreign firms with open arms. Singapore s Law Minister K Shanmugam announced in July this year that there would be a second round of qualifying foreign law practice licence applications. He said that more QFLP licences would be awarded by The move is aimed to liberalise legal services in the country, and in turn boost its reputation as a vibrant legal hub. The programme was introduced in 2008 and now has six international law firms. They are Allen &Overy, Clifford Chance, Herbert Smith, Latham & Watkins, Norton Rose and White & Case. In addition there are six joint law ventures between international and local law firms Singapore s own version of law partnership. They are Baker & McKenzie, Dacheng Wong Alliance, Duane Morris & Selvam, Hogan Lovells Lee & Lee, Pinsent Masons MPillay, and Watson Farley & Williams Asia Practice. All these are in addition to some 110 foreign law practices registered in the country. Singapore remains an important base for law firms with clients in the region. Probably the most significant move during the year was the return of Freshfields Bruckhaus Deringer to the city state after a five-year absence. It has secured a new licence to operate in the city state and started operating the new office in October. The new office is led by partners Stephen Revell, who heads the firm s global capital markets practice, and Gavin MacLaren, who will lead its Asia energy and natural resources practice. According to Revell, the time is right and there is a strong outlook for PF, including natural resources. There is a lot of infrastructure needs that will drive project finance, he said. UK-based Berwin Leighton Paisner has added a new partner to its Singapore office. Nomita Nair, an energy project finance specialist, has joined its finance practice and works with Alistair Duffield, the managing partner who also heads the project finance team that comprises 30 partners, associates and paralegals. B&M has enhanced its team of project finance practitioners to be based in Singapore. There is Erik Begin, a senior legal consultant whose main areas of practice are power and infrastructure projects and who was previously with Latham & Watkins, and prior to that with Allen & Overy. There is also Milan Radman, another senior legal consultant who is considered knowledgeable on the Indonesian resources sector, including the mining sector. He was previously with Blake Dawson and based in Australia, before flying up to Singapore. White & Case has promoted three lawyers in Asia to partnerships, effective from January Two will be based in Singapore and one in Tokyo. Based in Tokyo will be Alexander Woody, a member of the global project finance practice and who focuses on energy project development and financing, with particular expertise in the LNG sector. The Singapore-based lawyers will be Jonathan Olier, a partner in the global M&A practice, and Nandakumar Ponniya, a partner in the global international arbitration practice. Mayer Brown JSM has similarly strengthened its Singapore-based team with the addition of Nathan Dodd, who has more than 13 years of experience in the Asian market, with a particular emphasis on the energy, natural resources and infrastructure sectors. Dodd was previously with Linklaters. Recently, White & Case LLP hired Tim Jeffares to its finance practice in Tokyo. Jeffares, who was the head of Clifford Chance s Tokyo Office from 2004 to 2008 specialises in debt finance, with his practice ranging from syndicated loan transactions to leveraged acquisitions, securitisations and real estate finance. The addition of Jeffares to White & Case in Tokyo follows the transfer of English-qualified project finance partner Paul Harrison from the London office to Tokyo at the beginning of Jeffares and Harrison join finance partner Simon Collins, whose principal area of practice is asset finance. In South Korea, Kim & Chang has around 30 people in the project finance practice group and is regularly touted as one of the leading firms in banking and finance. The sophistication of deals in Australia, Singapore and Hong Kong has certainly created the bulk of work in the PF sector but other jurisdictions such as Japan have also been active. Movements and expansion continue in the region. Yes, it is the Asia-Pacific century but success throughout the region is not about the names on the marquee but the depth of the relationships with sponsors and lenders that individual firms and partners are able to make and sustain. Project Finance International November

12 FEATURES LAWYERS ADAPT TO A BRAVE NEW WORLD AS EUROPEAN DEAL FLOW CONTINUED TO EBB, PROJECT FINANCE LAWYERS IN EMEA HAD TO PURSUE NEW STRUCTURES AND NEW GEOGRAPHIES. CAN THE ARRIVAL OF PROJECT BONDS GIVE THINGS A SHOT IN THE ARM NEXT YEAR? BY ROBERT SMITH. So, how was 2012 for you? It s a question that elicits mixed reactions from EMEA s project finance lawyers. A sharp intake of breath from some, before they explain that the European market is the worst its ever been. A record year, cry others, as they reel off the multi-billion dollar emerging markets deals that finally reached close. The divergence of opinion reflects the fact that while project finance has always been a broad church, the boundaries of its definition have stretched ever further in 2012, as fewer and fewer pure long-term non-recourse loans have been transacted. For lawyers, this means being ever more nimble with hybrid structures, and finding new ways of channelling the liquidity sponsors crave as the bank market dries up. It arguably means that specialising in either sponsor or in lender advisory is now less viable, as project finance lawyers with a broad view of the market are better able to cope with this shifting landscape. It s an environment that is seeing developers eschew greenfield project finance debt on an ever more regular basis. With bank capital becoming ever tighter, I m seeing more and more sponsors financing the construction or initial stages of a project through equity or shareholder loans, says John Balsdon, energy finance partner at Herbert Smith Freehills. It is at the operational phase that they then refinance with debt. For a law firm, this means that you have to help sponsors tailor their structure for a bank take-out from day one. Of course, you don t have to be make arrangements excessively bank-friendly, but you do need to ensure that those contracts that are cash-generative are also bankable. A good law firm can help sponsors structure things properly, whereas a sponsor alone might create a structure that works perfectly for them commercially but the structure may need to be completely overhauled when the banks come in. Despite the difficulties in the bank market, international sponsors in EMEA still want banks involved, and not just to boost their returns on equity. The legal strength of project finance frameworks is highly desirable for sponsors, particularly when operating in new markets. Balsdon says that the main reason international sponsors still seek bank involvement in EMEA is for the discipline and the political coverage they can provide, particularly if a project gets into trouble. with the involvement of the banks international sponsors have greater comfort the host state will behave appropriately. With project finance as much in demand as ever, but liquidity increasingly strained, the rise of the export credit agencies has continued apace in The importance of ECA money is not a new trend, but it seems that hardly a big deal has got done in 2012 without their help. Japan Inc was indispensable to the closing of the 2.4bn Intercity Express Programme in the UK, which saw support from both JBIC and Nexi for a UK PPP for the first time. Taqa s US$2bn Jorf Lasfar expansion project in Morocco featured both direct loans from JBIC and Kexim, as well as cover from Nexi. Finally, few European wind farms were financed without ECA support, and Denmark s EKF cemented its dominance in this regard through an institutional debt link-up with PensionDanmark. For lawyers, this means that getting close to the main players is more important than ever. Relationships with the big three ECAs JBIC, Kexim, US Ex-Im are critical to any PF business these days, says Tim Pick, head of Shearman & Sterling s project development and finance group. Most practices have people on the ground in Washington and Tokyo. The recent free-trade agreements between South Korea and the US and EU means that many projects groups are considering opening offices in Seoul. For law firms hoping for roles on the multi-billion dollar deals this year, having a solid oil and gas practice was just as important as cosying up to the ECAs. Whether due to short tenors or its ability to meet banks internal hurdles, the once niche area of reserved-based lending has become big business in 2012, with Tullow Oil in Ghana and Lundin Petroleum in the UK two of the year s biggest deals. It s not a case that RBL deals have increased dramatically, but rather that it s an area that has stayed healthy while the rest of bank lending has shrunk, says Balsdon. European banks dominate here, but there s no real reason why. The RBL structure was originally American, and there s nothing stopping American or Japanese or South African banks developing their RBL business. There are already signs of these banks looking to expand into these areas. A number of long-delayed O&G deals finally closed this year, a 52 Project Finance International November

13 EMEA boon to those with roles on the Egyptian Refinancing Company project for example. The deal also heralded the reopening of a key market following the fallout from last year s Arab Spring. Egypt is very much open for business again. Even before the Arab Spring, with Mubarak s advancing age it was clear that there would be some kind of shake-up during the life of a typical PF deal, so I don t think people were that unprepared, says Pick. Shearman & Sterling helped bring the US$3.7bn ERC to close this year after six years of work. There is now talk of IPPs in the country again, and EGAS recently issued an RFP for a regasification terminal. Egypt has always been a strong market for us, and we are obviously keen for that to continue. Turkey continued to assert itself as a key market, capping off its year by receiving a much coveted investment-grade rating from Fitch. Turkey is a market full of promise, but it s incredibly competitive, said one projects lawyer. As well as the usual competition between European and American firms, you have strong Turkish law firms in contention for mandates as well. One big market that every EMEA project s practice is focusing on is Africa. We re seeing a lot of big new deals in Africa I m doing three major deals in Mozambique alone right now, says Pick. Whereas big deals have always been on the drawing board in Africa, now they seem to be actually happening. Once upon a time, asking a project finance lawyer for his opinion on Mozambique would ve led to a quizzical eyebrow being raised. Now, with several IPPs in the offing and the prospect of LNG projects following several big gas field discoveries, everyone is clamouring for mandates. Renewables projects in Africa are also finally gathering pace. The first phase of South Africa s renewables programme reaches financial close this month, with 28 projects, billions in debt and plenty of juicy advisory roles. This all raises the question, how do lawyers capitalise on this new market? Tim Picks says: To do business in Africa you have to be that much more creative, as there is a much more diverse range of political risks and the lack of track record and standardised documents often mean you have to build structures from first principles. The unique challenge of doing business in Africa has led some firms to determine that they need expertise on the ground. Norton Rose opening up in Tanzania and Herbert Smith Freehills in Guinea shows that this is the case for both Anglophone and Francophone countries. The whole point of opening an office in Guinea is to create an office that is successfully locally whilst also acting as a hub, particularly for the countries signed up to OHADA law, says Herbert Smith Freehill s Balsdon. Once upon a time people could do their African business from London and Paris, but these days if you don t have men on the ground, or if you ve not travelling there regularly, that doesn t provide the value and clients will not take you seriously.. The fact that Africa is a patchwork of vastly different nations presents further challenges to project finance lawyers. As with any emerging market, you try to inject as much English and New York law as possible into the documentation, in the EPC contract and finance documents for example, and use local law for certain government agreements and security documents, says Pick. In Francophone Africa you have the OHADA treaties, which provide some unity and standardisation of legal systems we are now able to issue Shearman & Sterling opinions on OHADA law. Another complication coming over the horizon for Africa is the arrival of the new set of Equator Principles next year. EP III is coming over the horizon fast for projects, says Balsdon. It s going to govern a wider range of instruments and as it will apply to deals over a hundred million dollars, any significant deal will be potentially covered. The growing importance of EMEA s last initial has matched by the decline of its first initial this year. Europe, once the mainstay for any project finance practice, has been hit especially hard by the double-punch of constrained bank tenors and weakened sovereigns. It is perhaps no surprise then that the call for institutional investor finance is coming strongest from Europe. Every year, people speculate that now is the time when finally project bonds will emerge, says Nick Bliss, infrastructure and energy partner at Freshfields Bruckhaus Deringer. What s struck me as being different this year is the sheer political momentum and will behind bond solutions across Europe. Bank capacity is becoming more and more constrained, and we re seeing a build-up of initiatives on both a European scale and a nation state scale to remedy this. With this increasing pressure one has to think that a solution must emerge soon. When project bonds do emerge, which law firms will benefit? When they do get moving, the US firms have a big competitive advantage as they tend to be New York law governed and require deep US capital markets expertise, says Tim Pick. We ve seen all the major bond mandates in the Middle East go to American firms. For some, English firms haven t even been invited to bid for the work. Those at European firms are at pains to counter this US-led argument, with Bliss stating: The US capital markets are very deep and sophisticated, but I don t think it necessarily follows that US law firms will have an advantage if project bonds take off. All the big firms in Europe have advised on US issuance after all. If project bonds do emerge, then it will boost deal flow, which has frankly been abysmal in Europe recently, and that will benefit everyone in the market. So how was 2012 for you? Probably very good if you were advising on a raft of O&G deals or attending closing ceremonies with JBIC and Nexi. For those used to strong European deal flow, however, things were probably less rosy. With 2012 nearly over, however, project finance lawyers are now focusing on how best to approach Whether this means battling hard for those first bond mandates or clocking up the air miles to Africa remains to be seen. Project Finance International November