Sullivan & Cromwell provides project development and finance clients with the same commitment to highest-quality legal services that is the essential feature of our other practices. We do not seek to be the largest projects firm. We do seek to be the best. Our teams combine deep and current marketplace experience with sophisticated industry knowledge. Our partners bring the perspectives of decades of work in emerging and developed markets. They offer seasoned advice that enables sponsors and lenders to mitigate and manage the risks of large and complex project investments.
The Firm is noted by a number of sources as the leading law firm in oil, gas and mining projects, the market leader for projects in Latin America, a leader in Public-Private Partnership structures for infrastructure and among the top firms acting for sponsors of projects in the countries of the former Soviet Union.
The S&C Difference
The Firm's project finance practice differs from those at other major firms in several significant respects:
- Specialization in Large and Complex Transactions
S&C specializes in big projects. S&C is currently engaged in 50 projects. Their average size is US$ 1.6 billion, and more than half have values (debt and equity) of more than US$ 500 million.
- Global Spread
S&C's project work has a truly global spread. S&C's active or recent projects include work in Argentina, Australia, Brazil, Caspian Sea region, Chile, Ecuador, Madagascar, Mozambique, Panama, Papua New Guinea, Peru, South Africa, United Arab Emirates, United States, Venezuela and Yemen. The Firm's U.S., English, French and dual-qualified projects lawyers work together on these matters as an integrated team.
- Integration
Our Firm offers the only truly integrated U.S. and English law projects team. Our unified global partnership structure allows us to staff matters from our offices around the world, considering only the best interests of the client.
- Diversity of Client Base
Although much of our work is for borrowers and sponsors, we also work frequently for lenders, representing many different commercial and investment banks and agencies. In 2006 and 2007, nearly every one of S&C's closed project financings was for a different client.
- Capital Markets Experience
Most S&C lawyers doing projects work have extensive capital markets experience. In contrast to other firms, a single project team at S&C is able to execute the financing, whether it ultimately takes the form of a bank/MLA/ECA loan, a project bond or a combination of them.
Awards and Rankings
We measure our success by the quality of our legal work and the value that it creates for our clients. Awards and rankings do not always reflect quality and value, but they are indicative of the standing of our project development and finance practice.
- The US$ 4.875 billion closing of the US$ 7.0 billion Emirates Aluminium project in United Arab Emirates was named "EMEA Industry Deal of the Year" in 2007 by Project Finance International and the "Middle East Manufacturing Deal of the Year 2007" award given by Euromoney Project Finance). S&C represented the project company. PFI noted that the project included a "two-fold bank loan and bond mandate, with the former aspect emerging as one of the major deal successes during the credit crunch."
- The US$ 3.3 billion Ambatovy nickel and cobalt project in Madagascar was named "EMEA Mining Deal of the Year" in 2007 by Project Finance International. S&C represented the project company. Among other commendations, the project was noted as being "a new dawn for international investment in the continent" by PFI.
- The US$ 2.35 billion Orient Overseas North American Container Terminals (aka Port Harbour) was named "North America Deal of the Year" in 2007 by Project Finance International. S&C represented Ontario Teachers' Pension Plan Board. PFI noted "[w]hen the deal came to market, it was the largest container terminal acquisition in North America and the largest North American port financing done in the syndicated loan market."
- Infrastructure Journal's "1H 2007 Global Project Finance League Tables" ranked S&C #1 for U.S. firms (#2 overall) in the "Top Transport Legal Adviser" category (for completed deals, ranked by value).
- The US$ 2.5 billion Fortescue iron ore project in Australia was named "Asia-Pacific Mining Deal of the Year 2006" by Project Finance. S&C represented the underwriters in what was noted by the magazine as "the largest high-yield bond financing in the Asia-Pacific region in 2006 . . . probably the largest high-yield financing ever for a mining project, and possibly the largest ever pure debt deal for a mining project."
- Infrastructure Journal's "League Tables Half Year 2006" ranked S&C as the #2 law firm advising on Western European infrastructure financings and the #2 law firm advising on transport financings globally. The publication cited the acquisition by Abertis of SANEF's portfolio of toll concessions as the largest transaction in the region in the survey. S&C represented Abertis in the deal.
- The US$ 893 million Cerro Verde copper sulfide project in Peru was named "Project Finance Deal of the Year 2005" by LatinLawyer and "Latin American Mining Deal of the Year" by Project Finance. S&C represented Sumitomo in the project.
- In June 2005, The Lawyer named S&C "Global Law Firm of the Year." Earlier, Legal Business named S&C's projects group "Project Finance Team of the Year," and Infrastructure Journal announced that S&C had been named "Legal Advisor of the Year." Each of them cited the exceptionally large number of award-winning project finance transactions that the Firm closed in 2004. The 2004 S&C projects recognized by industry publications include:
- The Baku-Tbilisi-Ceyhan (BTC) oil pipeline project, which was named "Deal of the Year" by Infrastructure Journal, "European Oil & Gas Deal of the Year" by Project Finance, "EMEA Oil Deal of the Year" by PFI, and among the "Best Deals of 2004" by Global Trade Report. S&C represented the borrower, BTC Co., in this US$ 3.9 billion financing from multilateral agencies, export credit agencies, banks and sponsor senior lenders.
- The US$ 1.1 billion limited recourse bond issue and US$ 3.3 billion pari passu partner loan/bond financing for the expansion of the Tengizchevroil oil project in Kazakhstan, which was named "Best EEMEA Corporate Bond" by Euroweek and "Emerging Europe: Best Corporate Bond" by Euromoney. This was the largest project financing to date in the former Soviet Union, and the largest oil and gas project bond ever completed. S&C represented the borrower, Tengizchevroil.
- The Camisea gas pipeline project in Peru, named "Latin America Oil & Gas Deal of the Year" by Project Finance. S&C acted for the borrower, Transportadora de Gas del Perú S.A.
- The Veladero gold project in Argentina, which was recognized as "Latin America Mining Deal of the Year" by Project Finance and "Americas Mining Deal of the Year" by PFI and among the "Best Deals of 2004" by Global Trade Report. S&C represented Minera Argentina Gold S.A., the borrower, and Barrick Gold Corporation, the sponsor.
- The Moma titanium project in Mozambique, named "African Mining Deal of the Year" by Project Finance and "Most Effective Financing of a Mine or Expansion Project" by Mining Journal. S&C acted for the sponsor, Kenmare Resources PLC, in this US$ 367 million financing.
Sullivan & Cromwell's Project Development and Finance Group has been cited for its excellence by the following publications in the past five years:
- Chambers Global
- Chambers UK
- Chambers USA
- Chambers Europe: Europe's Leading Lawyers for Business
- IFLR 1000
- Infrastructure Journal
- Practical Law Company, PLC Which Lawyer? Yearbook
- The Legal 500 US: Corporate and Finance
- The European Legal 500
- The Legal 500, Europe, Middle East, and Africa
Sullivan & Cromwell Project Development and Finance lawyers have been recognized as leaders in their field by the following publications in the past five years:
- The Legal 500 US: Corporate and Finance
- Chambers Global
- Chambers USA
- Chambers UK
- Euromoney, Guide to the World's Leading Project Finance Lawyers
- Euromoney, Guide to the World's Leading Energy and Natural Resources Lawyers
- IFLR 1000
- Law Business Research, An International Who's Who of Business Lawyers
- Law Business Research, An International Who's Who of Mining Lawyers
- Law Business Research, An International Who's Who of Project Finance Lawyers
- Lawdragon
- Legalease/Legal Business, European Legal Experts
- New York Super Lawyers
- Practical Law Company, PLC Which Lawyer? Yearbook
- Woodward/White, The Best Lawyers in America
Infrastructure Projects
S&C has a depth of experience with infrastructure development, ranging from some of the largest projects in the world to small but complex regional toll roads and bridges. We act for sponsors, lenders and some of the most sophisticated infrastructure investors in the market today. This gives us the perspective and flexibility to assist clients to design a successful project structure, and to tap financing sources that will help meet client objectives.
Recent and Ongoing Infrastructure Work
S&C is considered a leader in Public-Private Partnership structures for infrastructure. In 2006 and 2007, S&C advised on:
- Orient Overseas Container Terminal: one of the largest terminal acquisitions and financings to be successfully completed to date, the largest North American port financing in the syndicated loan market and winner of the "North American Deal of the Year" award in 2007 given by Project Finance International;
- New York Giants US$ 1.6 billion Meadowlands football stadium monoline-wrapped financing: the first 100% privately financed stadium of its size and scope, with the largest total initial borrowings ever in the sports industry;
Carrix, Inc.: a significant equity investment by Goldman Sachs Infrastructure Partners in Carrix, Inc., the largest U.S.-owned, privately held marine terminal operator in the world
- Intersur toll roads: the largest infrastructure project to close in 2007 in Peru; and
- Abertis leveraged acquisition of SANEF (France): the largest infrastructure deal to close in 2006.
Rankings
S&C is consistently ranked by independent league tables and surveys as being among the leading law firms for project or program financing for large-scale infrastructure. Recent third-party recognitions and rankings of S&C include:
- #1 for U.S. firms (#2 overall) in the "Top Transport Legal Adviser" category (1H 2007 Global Project Finance League Tables)
- #1 in North American transport financings to date in 2007
(Infrastructure Journal Projects Database)
- tied for #1 in Latin American transport financings to date in 2007
(Infrastructure Journal Projects Database)
- #2 in Transport Financings globally
(Infrastructure Journal League Tables Half Year 2006)
- #2 in Western European Infrastructure Financings
(Infrastructure Journal League Tables Half Year 2006)
Natural Resource Projects
S&C is the only major international projects law firm where natural resources constitutes the major part of our projects work. Dealogic, which maintains the leading project finance database, ranks S&C first in representing sponsor/borrowers in completed oil and gas and mining projects from 1995 through the first half of 2007. We know the markets, the players and the precedents. We can complete large oil, gas, pipeline, refining, petrochemical and mining transactions more efficiently than any other firm.
Mining and Metals Sector
- Sullivan & Cromwell was involved in nine of the ten largest recent mining projects in terms of total capital value (Dealogic).
- In 2006 and 2007, S&C advised on:
- the largest greenfield mine financing to date, the first JBIC project financing in Africa, the first ever Kexim co-financing and the first financing signed under Madagascar's new mining law (Ambatovy);
- the financing is the largest single commercial financing to date for any project in the Gulf, what is expected to be the largest single site aluminium smelter in the world and the first large scale industrial project between the two Emirates (Emirates Aluminium);
- the largest metals project signed to that point and the largest project across sectors in AustralAsia (Fortescue, representing the underwriters); and
- the largest metals project to sign in China (China Minmetals)
- Third-party publications and league tables consistently award the mining projects S&C works on as Deals of the Year. In the last three years honors were given to:
- Emirates Aluminium (UAE): EMEA Industry Deal of the Year (PFI); Middle East Manufacturing Deal of the Year 2007 (Euromoney Project Finance)
- Ambatovy Nickel and Cobalt (Madagascar): EMEA Mining Deal of the Year (PFI)
- Fortescue (Australia): Deal of the Year (The Mining Journal); Asia-Pacific Mining Deal of the Year 2006 (Project Finance)
- Cerro Verde copper sulfide (Peru): Project Finance Deal of the Year 2005 (LatinLawyer); Latin American Mining Deal of the Year (Project Finance)
- Moma Titanium (Mozambique): Most Effective Financing of a Mine or Expansion Project (Mining Journal); African Mining Deal of the Year (Project Finance)
- Veladero Gold (Argentina): Latin America Mining Deal of the Year (Project Finance); Americas Mining Deal of the Year (PFI); Among the Best Deals of 2004 (Global Trade Report)
Oil and Gas Sector
- S&C has been involved in 6 of the 10 largest upstream and midstream oil and gas projects ever. This work includes:
- the largest oil project in Latin America (Sincor heavy oil project);
- the largest oilfield project in the CIS (Tengiz oilfield expansion);
- the largest pipeline to be successfully completed in the CIS (BTC pipeline); and
- the largest Canadian/US pipeline (Alliance pipeline).
- The Firm is noted by a number of sources as the leading law firm in oil and gas projects. As an example of its well-recognized global status, the Firm is ranked as the leading international law firm from 1995 through the first half of 2007 by Dealogic for signed upstream and midstream oil and gas project financings worldwide.
- S&C offers seasoned advice that enables sponsors and lenders to mitigate and manage the risks of large and complex project investments.
- Additional groundbreaking work includes:
- the first externally financed pipeline in Ecuador (OCP pipeline);
- the first Caspian upstream petroleum financing (AIOC Early Oil);
- the first extra heavy oil project in Venezuela and the first project bond for an oil and gas project in Latin America (Petrozuata);
- the largest financing completed in Colombia (Ocensa pipeline); and
- the first oil, gas and pipeline development in Papua New Guinea (Kutubu).
- Ongoing work in the oil and gas sector includes the first Yemen project financing (Yemen LNG), the first LNG regasification and related power project in Southern Africa (Coega LNG) and the largest pipeline financing ever contemplated in the United States (Alaska natural gas pipeline).
Project Bonds
S&C is the preeminent capital markets law firm. This makes us uniquely situated to meet the many challenges of financing projects, on a limited recourse basis, in whole or in part in the capital markets. As a result of our experience, the Firm is familiar with the principal strategies that have been considered and employed to ameliorate the problems that are presented by adapting a limited recourse credit to the capital markets, including rating issues.
Examples of recent notable S&C projects that utilized the capital markets:
Fortescue Iron Ore
- US$ 2.1 billion US-dollar and Euro-denominated Senior Secured Notes
- largest high yield bond offering ever from the Asia-Pacific Region
- largest ever high yield bond offering by an Australian issuer
- one of the largest high yield debt transactions ever
Tengizchevroil (TCO)
- US$ 1.1 billion Rule 144A/Reg S offering of senior secured debt
- largest oil and gas project bond to date (2004) (Dealogic)
- largest project bond out of an emerging market (Dealogic)
- best EEMEA Corporate Bond (2004) (Euroweek)
Pemex Master Trust: Pidiregas
- US$ 1.0 billion Rule 144A offering
- long-term funding trust for resource-related infrastructure
- ranked as the largest project-related financing in Latin America in 2002 (PFI)
Port Arthur Coker Project
- US$ 255 million Rule 144A high yield senior secured notes, along with senior secured construction and term loans, senior secured working capital facility, oil payment guaranty insurance and debt service reserve insurance guaranty
- 1999 Americas Industrial Deal of the Year (PFI)
Phoenix Park
- senior debt consisted of underwritten issue of 15-year investment grade bonds placed in Rule 144A market
- bonds "pierced" the Sovereign rating of the Republic of Trinidad and Tobago
Sweeny Coker
- US$ 350 million of project bonds, as well as US$ 80 million of bank loans
- "inside the fence" deal for addition of heavy coker to an existing Phillips facility in a Phillips/PDVSA 50/50 venture
- achieved ratings one notch below Phillips' rating
Petrozuata
- US$ 1.0 billion of project bonds, as well as US$ 450 million of bank loans
- 1997 Americas Project Finance Deal of the Year (IFLR)
- 1997 Project Finance Deals of the Year (Institutional Investor)
- 1997 Americas Oil & Gas/Petrochemicals Deal of the Year (PFI)
Regional Strengths
Latin America
Sullivan & Cromwell's project finance experience is unparalleled in Latin America. Beginning with the groundbreaking Escondida copper project in Chile in 1988 (the first new money project financing into Latin America following the 1982 debt crisis), the Firm has acted for the borrower or lenders in some of the most notable projects in the region, including:
- the largest ever greenfield mining project (Antamina);
- the first merchant power plant in Argentina (Central Dock Sud);
- the first project bond for an oil and gas project in Latin America (Petrozuata);
- the first externally financed pipeline in Ecuador (OCP pipeline); and
- the largest financing for an oil and gas project in Latin America (Sincor).
Sullivan & Cromwell is applying this experience to notable ongoing projects in Argentina, Brazil, Chile and Peru.
Commonwealth of Independent States
S&C is ranked as the leading advisor on projects signed in the CIS from 1995 through the first half of 2007, according to Dealogic. We know intimately the requirements of commercial banks and bilateral and multilateral agencies for complex projects, including cross-border projects, and the process involved in reaching financial close with multiple lenders and a large group of project shareholders with diverse perspectives.
Our work in the region includes acting as consortium finance counsel on the first (AIOC Early Oil) and all subsequent major Caspian region projects that have been financed (including mega-projects BTC, ACG Phase 1 and TCO), as well as the first greenfield project (Kumtor) following the breakup of the former Soviet Union.
Africa
S&C has been active in Sub-Saharan project financings since the 1960s. Since this time, S&C has developed a strong knowledge of regional legal structures. Some of our most notable projects include:
- Ambatovy (Madagascar): the largest greenfield limited recourse mine financing to date, the first JBIC project financing in Africa, the first Kexim co-financing, the first scheme signed under Madagascar's new large mining investment law, and one of the biggest nickel projects in the world; EMEA Mining Deal of the Year 2007 (PFI)
- Moma (Mozambique): the largest mine project financing ever completed in Sub-Saharan Africa and the largest for a mining junior/independent; and
- Bulyanhulu (Tanzania): the largest mine project financing completed in Sub-Saharan Africa pre-2004.
Middle East
We have represented clients in the Middle East on a wide variety of matters, including energy projects, development joint ventures, private and public financings, M&A transactions and litigation matters. In doing so, we have developed an appreciation and understanding of the perspectives of the countries in the region and the approaches to business there.
Ongoing projects in the region include S&C's work representing:
- the project company in the US$ 4 billion YLNG upstream gas field development and LNG liquefaction facility; and
- the project company in the US$ 7 billion Emirates Aluminium smelter project in the United Arab Emirates; EMEA Industry Deal of the Year 2007 (PFI) and Middle East Manufacturing Deal of the Year 2007 (Euromoney Project Finance).
Asia Pacific
In Asia, S&C has a leading capital markets and M&A practice, conducted through offices in Beijing, Hong Kong, Melbourne, Sydney and Tokyo. This practice increasingly involves limited recourse financings. Some of our projects work in the Asia Pacific region includes:
- the largest high-yield bond financing in the Asia-Pacific region in 2006, one of the largest high-yield financings ever for a mining project and one of the largest ever pure debt deals for a mining project financing (Fortescue Iron Ore in Australia);
- the second largest project in the mining sector in Asia, the largest to date in Indonesia and the largest multiple commodity mining project (copper and gold) in Asia (Batu Hijau);
- the largest metals/mining venture to be financed in China in the last 10 years (China Minmetals in 2006);
- the first petroleum development project (Kutubu) and largest mining project (Lihir) in Papua New Guinea;
the largest nickel project in Southeast Asia (PT Inco in Indonesia);
- the first NYSE listed power project in China (Shandong Huaneng); and
- a novel transaction structure in Japan that included loan agreements structured like a project finance (Jupiter Telecommunications refinancing), nominated as Asian Project Finance Deal of the Year by IFLR.
Contacts for the Project Development and Finance Practice
For more information on Sullivan & Cromwell's project development and finance practice, please contact Frederic C. Rich or one of these project development and finance lawyers:
UNITED STATES: New York Office
Sergio J. Galvis
Christopher L. Mann
Frederic C. Rich
WORLDWIDE and EUROPE: London Office
Jamieson J. Logie
Stewart M. Robertson
