Global Oil & Gas

Our Global Oil & Gas PracticeMayer Brown’s Global Energy practice serves clients in the oil and gas sector around the globe, from offices in 22 locations including the key energy and energy finance centers in London, New York, Houston, Hong Kong, Singapore and in Rio de Janeiro through our association with Tauil & Chequer Advogados.

Our energy lawyers combine their understanding of the global energy business environment with a proven track record in energy transactions, disputes, construction matters, environmental matters and regulatory/compliance matters across all segments of the industry.

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UpstreamWe have extensive experience in the development, financing and operation of upstream oil and gas projects, including the negotiation of production- sharing contracts, concession agreements, participation agreements, joint operating agreements, asset sales, farm-ins, farm-outs, joint bidding agreements and field unitizations with governments, National Oil Companies (NOCs), International Oil Companies (IOCs) and independents.

Midstream and TransportationWe have particular experience in representing pipeline companies and others involved in the midstream transportation and processing of natural gas and liquids. We are experienced in advising on all aspects from the construction and regulatory proceeding stage to the financing and sale and acquisition of natural gas pipelines and crude oil pipelines, gas storage facilities, gas processing and fractionation plants, and gas gathering systems around the world.

Oil Field Services and EquipmentOur lawyers are regularly called upon to assist clients involved in the service and supply side of the industry. From the drafting and negotiation of complicated drilling service and supply agreements to arbitration of contentious disputes, our lawyers have worked extensively with oil field services and equipment companies on some of the most challenging engagements worldwide.

Liquefied Natural GasWe have acted for lenders, sponsors and other participants in major LNG projects, as well as large purchasers, transporters and distributors of natural gas in the regulatory and business aspects of its liquefaction, regasification, purchase, storage, transportation, distribution and sale.

Shale PlaysWe have substantial experience in unconventional oil and gas shale projects. We regularly represent industry participants in the acquisition, disposition and operation of shale assets, with a particular emphasis on these transactions in the United States, where shale activity has been most mature. Our lawyers have worked on some of the largest shale-based joint ventures and, in particular, with foreign investors seeking to participate in the US market.

Petrochemical and RefiningWe have assisted in the design, construction, commissioning and operation stages of multimillion- dollar petrochemical and refining projects in the United States, Europe, the Middle East, Asia and Latin America. We have advised local and interna-tional lenders and borrowers in relation to the various government regulations, including environmental regulatory compliance and licensing requirements.

Working with NOCsOur lawyers have substantial experience working with governments and national oil companies in oil and gas matters around the world. We understand that NOCs have unique needs, and we have “hands-on” experience in working with NOCs such as Ecopetrol (Colombia), PEMEX (Mexico), Petroamazonas EP (Ecuador), Sonangol (Angola), Sinochem (China), China Petrochemical Corporation (Sinopec), Korea National Oil Corporation (KNOC), China National Offshore Oil Corporation (CNOOC), CPEB, a subsidiary of China National Petroleum Corporation and Inpex (Japan), among others.

Areas of Experience

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Understanding the Key IssuesThrough our oil and gas experience we are intimately familiar with key market trends and issues in the sector, including the following:

New FrontiersExploration and production (E&P) companies are going further and deeper in the search for new oil and gas reserves. The most significant break-throughs in recent years have been found in previously untapped regions, notably in East Africa, and in areas such as Brazil’s pre-salt layer, which are only becoming accessible with the development of innovative new technologies.

The Rise of LNGThe challenges of transporting gas to market, in particular to energy-hungry Asia, have given rise to a spate of ambitious, multibillion-dollar LNG projects around the world. Following recent world-scale gas discoveries in Australia, East Africa and the Arctic, this trend looks set to continue.

Unconventional ReservesThe “shale gas revolution” in the US has had a transformational effect on the global energy landscape. With other countries, including Poland, China and Argentina, vying to replicate the US success and overcome the various geological, technological and environmental obstacles to unlock these new supplies, this market is undoubtedly set to grow.

Resource NationalismResource nationalism continues to represent a major risk to investors in resource-rich economies and is manifesting itself in increasingly diverse and subtle ways, from outright expropriation of assets to renegotiation of concession terms and the imposition of capital gains taxes on transactions involving oil and gas assets.

Anti-Bribery and CorruptionInvestors are increasingly alive to anti-bribery and corruption risks following the implementation of the UK Bribery Act and with the ongoing enforcement of the Foreign Corrupt Practices Act in the United States. Western IOCs are continually weighing these issues against the risk of losing out on new reserves to NOCs of emerging countries that, in some cases, are not subject to the same rules.

Environmental ConcernsEnvironmental issues have come to the fore in recent years following the Deepwater Horizon oil spill. These issues pose a continuing challenge for E&P companies and host governments seeking to unlock new supplies in ever more challenging locations and through the use of advanced, sometimes controversial, techniques, such as “fracking” to extract shale gas.

International Tax PlanningThe economic viability of many energy projects can be a difficult balancing act but careful tax planning can make a significant difference to the bottom line. Many of our clients enjoy substantial cost savings with careful initial planning and organizational structuring advice. Our worldwide network of tax attorneys can add substantial value to any transaction at many levels. We advise on local and international tax planning to help our clients meet their business objectives while minimizing their overall tax exposure.

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Advised Sinochem Group on its $1.7 billion acquisition of a 40 percent undivided interest

in approximately 207,000 net oil and natural gas leasehold acres held by Pioneer Natural

Resources Company in the horizontal Wolfcamp shale play in west Texas

We acted as lead bankruptcy counsel to debtor, ATP Oil and Gas Corporation in one of the

largest bankruptcy filings of an offshore exploration and production company in recent years.

Representative Global Oil & Gas Experience

Advised TransCanada Corporation in its sale of Gas

Transmission Northwest LLC (GTN) and Bison PipeLine

LLC to TC PipeLines, LP, its MLP subsidiary.

Advised Talos Energy in its acquisition of Energy Resource

Technology GOM, Inc., owner of shallow and deepwater oil and gas

assets in the Gulf of Mexico, from Helix Energy Solutions Group, Inc.

Representing Petroamazonas EP,

the national oil company of Ecuador,

in negotiating risk service contracts for

optimization, secondary and enhanced

recovery services to increase production

on sixteen mature fields in Ecuador, with

estimated investments of over $2 billion.

Advised Ecopetrol S.A., the national oil company

of Colombia, in connection with the negotiation of a

joint venture with Anadarko for the joint exploration

and development of Fuerte Norte, Fuerte Sur and

other oil and gas blocks offshore Colombia,

including the negotiation of the relevant farmout,

joint operating and joint bidding agreements.

Represented Pluspetrol in connection with

its sale of all of its 12.38% equity interest in

Transportadora de Gas del Perú S.A. (“TGP”).

TGP owns and operates Peru’s largest natural

gas and natural gas liquids transportation

infrastructure, connecting the Camisea

fields to industrial centers of Lima and Pisco.

Advised Compañia Minera Doña Ines de

Collahuasi and BHP Chile, Inc., in the negotiation

and drafting of a terminal use agreement for the

Mejillones LNG regasification terminal in northern

Chile. Incidental to this agreement we also

participated in the negotiation and drafting of

an operations and coordination agreement

among all the various users of the terminal.

Mayer Brown’s associated firm Tauil & Chequer Advogados represented China National Offshore Oil Corporation (CNOOC) on its

successful bid as a member of the consortium that was awarded the production sharing contract for the development of the Libra pre-salt oil

discovery in the Santos Basin offshore Brazil, the first agreememt of its kind in Brazil, with total investment commitments in excess to US$200 billion.

Canada

United States

Mexico

Gulf of Mexico

Ecuador Colombia

PeruChile

Brazil

Advised Pemex in connection with the

negotiations of the 2012 International Treaty

between Mexico and the United States for the

joint development of cross-border hydrocarbons

resources in the Gulf of Mexico.

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Advised Canaccord Genuity in

connection with its role as nominated

adviser and broker on the admission to

AIM of Eland Oil & Gas and an associated

equity placement to enable it to acquire

oil mineral lease (OML)40 in the Niger

Delta from Shell, Total and ENI.

Represented ATP Oil and Gas Corporation and its

wholly owned subsidiary, ATP Oil & Gas (UK)

Limited on its novel “pre-packaged” restructuring

and sale of the entity under UK insolvency laws to

Alpha Petroleum (UK) Limited for US$1.3 billion.

Advised Klesch & Company Limited on the

acquisition of Shell’s oil refinery business and

assets in Heide, Germany, together with feedstock

and post-refining product supply agreements

and all related financing arrangements.

Advised Genel Energy International

on the $4.2 billion merger with Vallares

PLC creating a London-listed oil and

gas champion focused on the

Kurdistan Region of Iraq.

Advised BP and the subsequent

sponsors on the $4.5 billion

project development of a

downstream petrochemicals

facility in Saudi Arabia.

Advised International Finance

Corporation in connection with the

limited recourse financing of the Qarun

oil and gas concession development in

the Western Desert of Egypt.

Mayer Brown’s associated firm Tauil & Chequer Advogados represented Sonangol EP in a joint

venture valued at $10 billion for one of the world’s largest integrated natural gas projects.

Sonangol, Chevron Corp. and their European partners, Total SA, BP plc and Eni SpA, agreed to

invest in a new LNG export facility located near the city of Soyo on Angola’s northwest coast.Advised Mitsui & Co., Ltd., for the

acquisition of shares in Equatorial

Guinea LNG and subsequent project

implementation matters.

Advised Beijing Enterprises

Holdings on its acquisition of a

22.01 percent interest in China Gas

Holdings from its state-owned

parent company for approximately

US $1.1 billion.

Advised African Eagle Resources plc on a

number of matters including in relation to the

equity financing, construction and engineering

contracts for its Dutwa project in Tanzania.

Advised Chevron Corporation on its gas-to-liquids joint venture with Sasol Limited

(South Africa) to convert natural hydrocarbon gas to liquid fuels.

Advised an international oil company in evaluating a farm-in opportunity offshore Sierra Leone,

including performing substantial regulatory and title due diligence review, and in evaluating the

country’s hydrocarbons regulations in connection with its potential participation in the 2012 Bid Round.

United Kingdom

Germany

Egypt

Equatorial Guinea

Tanzania

Angola

South Africa

Sierra Leone

Nigeria

Iraq

Saudi Arabia

China

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Award Winning We have been recognized by leading publications and organizations for our work in several legal disciplines. Some of our most recent honors include:

Ranked in Projects & Energy: Latin America, International FirmsThe Legal 500 2014

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”Tier 1 – Projects & Energy: Mining & Minerals Africa-wideChambers Global 2014

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Bob Gray, Regional Head (US) Partner - Corporate & Securities Houston +1 713 238 2600 rgray@mayerbrown.com

Robert Hamill, Regional Head (EU) Partner - Corporate & Securities London +44 20 3130 3558 rhamill@mayerbrown.com

Alex Chequer, Regional Head (Latin America) Partner - Energy Projects Rio de Janeiro +55 21 2127 4212 achequer@mayerbrown.com

Xiang yang Ge, Regional Head (Asia) Partner - Head of Projects Beijing +86 10 6599 9327 xiangyang.ge@mayerbrownjsm.com

Key Contacts

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Award Winning

Tier 1 – Tauil & Chequer Advogados, Energy & Natural Resources: Oil and Gas, BrazilChambers Global 2014 – Chambers Latin America 2014

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Ranked in Projects & Energy: Foreign Firms, ChinaChambers Global 2013 – The Legal 500 Asia Pacific 2012

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Ranked in Projects & Energy, Global-wideChambers Global 2014

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”Ranked in Projects, Infrastructure & Energy, VietnamChambers Global 2014

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About Mayer Brown Mayer Brown is a global legal services organization advising clients across the Americas, Asia and Europe. Our presence in the world’s leading markets enables us to offer clients access to local market knowledge combined with global reach.

We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world’s largest companies, including a significant proportion of the Fortune 100, FTSE 100, DAX and Hang Seng Index companies and more than half of the world’s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory & enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management.

Please visit www.mayerbrown.com for comprehensive contact information for all Mayer Brown offices.

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the “Mayer Brown Practices”). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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