InfrastructureInvestment & Finance As i A- PAc i f i c A n d G lo b A l E x P E rt i s E

“Sullivan & Cromwell occupies a niche that other law firms can only envy, acting as the long-term counsel for sponsors of major mining and infrastructure projects worldwide.”

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“For the infrastructure side of the business, they are the firm of choice. They are terrific time after time.”

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“The team is lauded for its international strength and ability to handle high-profile deals, especially in relation to project development and finance matters. It boasts substantial strength in a number of key areas, including oil and gas, power and infrastructure projects.”

c H A M b E r s G l o b A l , 2 0 1 3

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Infrastructure Investment and Finance

S&C is a recognized leader in infrastructure investment

and finance. The Firm has acted for a variety of

industry players, including strategic operators and financial

investors, in the acquisition, design, development and

expansion and/or finance of major infrastructure assets

across a wide array of sectors in recent years.

S&C’s experience includes advice on investment in a wide range of sectors including:

� Airports

� Container terminals and port facilities

� Energy

� Leisure developments

� Oil and gas midstream

� Rail

� Toll roads

� Parking garages

� Telecommunications

� Water, waste and the environment

S&C’s work on some of the largest undertakings in the world, as well as small but complex regional projects, guarantees our intimate familiarity with the business and the challenges associated with a wide variety of infrastructure assets. S&C represents leading sponsors, lenders and other sophisticated infrastructure investors.

The Firm’s experience lends perspective and flexibility to its approach; innovative and successful transactions are the result.

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“Just top-notch when it comes to execution.

They’ll always deliver.”

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S&C’s stature in the industry and the Asia-Pacific region is reflected in the number of major infrastructure investors and companies and projects it has advised, both directly and in consortia, including:

� ACE Investment Fund

� Alinta Energy Holdings

� Ampol Exploration

� AquaSure Finance

� Asciano Limited

� Auckland International Airport Limited

� Aurora Oil & Gas Limited

� Australia Pacific LNG

� BHP Billiton

� Borealis Infrastructure

� Broken Hill Proprietary

� Canada Pension Plan Investment Board

� Central Japan Railway Company

� China Gas Holding Limited

� China Huaneng Group

� China Mobile Limited

� China Railway Group Limited

� China Renaissance Capital Investment

� China Telecom Corporation

� China Unicom Limited

� CNOOC Limited

� DS Constructions

� ENN Energy Holdings Limited

� Fortescue Metals Group

� GSPIA

� Hanwha Corporation

� Huaneng Renewables Corporation

� Idemitsu Kosan Co., Ltd.

� Inpex Corporation

� Lyonnaise Asia Water Limited

� Macquarie Infrastructure Partners

� MTR Corporation Limited

� National Rail Corporation

� Neptune Orient Lines

� Newcastle Coal Infrastructure Group

� Oil Search

� Origin Energy Limited

� Papua New Guinea LNG

� Planning Commission of India

� PLUS Expressways

� PRC Toll Road Company

� QR National Limited

� Santos

� SK Telecom

� State Grid International Development Limited

� Sydney Airport Finance Company

� Telstra

� Transfield Services Limited

� Transurban Group

� Tranz Rail Holdings Limited

� West Japan Railway Company

� Woodside Petroleum

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Asia-Pacific RegionM A r K E t- l E A d i n G P r Ac t i c E

S&C is one of the leading U.S. law firms advising on

infrastructure transactions in Asia-Pacific, having

worked on the most significant project finance, joint

venture, M&A, capital markets and other finance matters

in the industry. Our leading experience covers a wide range

of infrastructure matters, including energy and natural

resources, toll roads, airports, rail, ports and container

terminals. With offices located in Hong Kong, Beijing, Tokyo,

Melbourne and Sydney, S&C is perfectly positioned to advise

both corporations and financial institutions in their most

important matters in the sector.

“They have an intellectual thoroughness that

is unmatched by anyone I’ve worked with.”

c H A M b E r s G l o b A l 2 0 1 5

b A n K i n G A n d f i n A n c E

i n f r A s t r u c t u r E E x P E r i E n c E

H i G H l i G H t s

North America M&A Deal of the Year —

Chicago Skyway Acquisition IJGlobal, 2016

Finance Deal of the Year: Projects —

Oyu Tolgoi Copper and Gold Project Asian Lawyer Asia Legal Awards, 2017

Standout Energy Deal - Australia Pacific LNG Financial Times US Innovative Lawyers, 2012

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Asia-Pacific Region

S&C’s infrastructure practice is regularly involved in

a number of M&A, joint venture and finance matters

involving strategic road, port, rail, airport and other

transportation related assets. Our clients include strategic

investors, operators and financial advisers acting on a wide

range of public-private partnerships and direct investments

in greenfield and brownfield projects worldwide. The unique

training of our lawyers in project finance makes them ideally

suited to advise on investments, joint ventures, acquisitions

and dispositions involving transportation and other

infrastructure assets.

“They’re a strong firm with a high-quality

team of lawyers who will bend over

backwards to get the deal done for a client.”

c H A M b E r s G l o b A l 2 0 1 6

S&C has acted for a wide variety of strategic operators and financial investors making infrastructure investments, both directly and in consortia, in the U.S., Latin America, Europe and elsewhere worldwide. Composed of lawyers with deep experience in corporate and project finance, this experience guarantees our intimate familiarity with the business and the challenges associated with successfully closing the most complex transactions.

Success in Advising Strategic Operators & Financial Investors

S&C iS the

number one

u.S. law firm

adviSing on

tranSportation

& infraStruCture

m&a SinCe 2007

aCCording

to thomSon.

(aggregate

deal value iS

$95 billion)

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Airports

� the Government of New Zealand and Auckland International Airport Limited regarding the Auckland International privatization. The privatization included a $96 million Rule 144A offering in 2002 and a $215 million Rule 144A offering in 1998.

� the underwriters in the $900 million and $500 million Rule 144A/Reg S offerings of guaranteed senior secured notes issued by Sydney Airport Finance Company Pty Limited, a wholly-owned subsidiary of Southern Cross Airports Corporation Holdings Limited which operates the Sydney (Kingsford Smith) Airport under a long-term lease granted by the Australian Federal government.

� the consortium of GS Infrastructure Partners and Fraport in a potential bid for a long-term concession of the Luis Muñoz Marín Airport in San Juan, Puerto Rico.

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Our depth of experience in leading

on transactions in the airport

sector is unmatched by any other

international firms.

� GS Global Infrastructure Partners in its participation in a consortium led by Hochtief to consider a bid for the Chicago Midway International Airport concession.

� EDF Invest in its $1.355 billion acquisition together with Atlantia of a 60 percent stake in Nice Côte d’Azur Airport.

� concession and financing work for the British Airways terminal at JFK Airport.

� the Municipal Authorities in financings of airport projects in Philadelphia and Houston.

� lead adviser to the bond underwriters for the Greensboro-High Point Airport Authority terminal project. Additionally, S&C represented the Bank of New York in a number of industrial revenue bonds including financings for Chicago O’Hare Airport and Tulsa Municipal Airport.

� the U.S. partner of the Aeropuertos Argentina 2000 consortium that purchased the concession to operate the facilities of 33 Argentine airports on the concession contract.

� Schiphol Group (Netherlands) in its $668 million investment (8% stake) in majority French state-owned Aéroports de Paris (France), a Paris-based owner and operator of airports in 2008.

� British Airways on legal issues arising from the creation of the privatized British Airports Authority.

� Hong Kong-based partner Jamie Logie, before joining S&C, acted for the developers/sponsors of the fuel hydrant project at Athens Spata Airport.

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� Asciano Limited (Australia) in its $1 billion debut U.S. debt offering pursuant to Rule 144A/Reg S. Asciano is the largest national rail freight and port operator in Australia

� The underwriters in the $4.29 billion local public offering and Rule 144A U.S. offering for the partial privatization of Central Japan Railway Company (Japan)

� Fortescue Metals Group Ltd. (Australia) in its Rule 144A/Reg S offering of $ 2.1 billion in U.S. dollar- and euro-denominated Senior Secured Notes. Proceeds of the offering will be used to develop a project consisting of an iron ore mine in the Pilbara Region of Western Australia, a port facility in the Town of Port Hedland and a 260-kilometer railroad connecting the mine to the port

� The underwriters in Kyushu Railway’s ¥416 billion ($4 billion) IPO, privatization and listing on the Tokyo Stock Exchange, marking the largest IPO by a Japanese issuer in 2016

� Mr. Leslie Lee Alexander and Grahamstowe Investments (U.K.) in Grahamstowe’s $38.5 million investment in China Railway Group Limited (China)

Rail

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� MTR Corporation Limited (Hong Kong) in its $1.34 billion IPO; multiple SEC-registered debt and note offerings; multiple Rule 144A bond and note offerings; and its commercial paper program

� MTR Corporation Limited (Hong Kong), the world’s largest subway operator by market value, in its $1.6 billion rail merger between the Kowloon-Canton Railway Corporation and MTR, which are majority-owned by the Hong Kong Government. S&C’s work included negotiating service concessions, as well as acquisition of assets and in the financing of the Hong Kong Transit rail expansion, as well as subsequent financings earning MTR “Asia-Pacific Borrower of the Year” kudos and the 2001 bond financing, “Asia-Pacific Bond of the Year” by IFR

� The issuer in the initial public offering of MTR Corporation Limited (Hong Kong)

� The Commonwealth of Australia in the privatization of the National Rail Corporation Ltd (Australia)

� Neptune Orient Lines (Singapore) in its $315 million sale of its North American stacktrain business - Land Transport Services to Apollo Management (U.S.)

� State of Queensland and QR National Limited (Australia), Australia’s largest rail freight operator, on their A$4 billion initial public offering. The initial public offering of QR National is Australia’s largest IPO in 13 years and second largest in the country’s history

� The underwriters in the $137.6 million IPO and listing on the NASDAQ Stock Exchange and subsequent $67.8 million follow-on offering of American Depository Shares of Tranz Rail Holdings Limited (New Zealand)

� The issuer and selling shareholder in the $2.4 billion Japanese public offering and international offering of shares in West Japan Railway Company (Japan) in their final privatization tranche

In Asia-Pacific, S&C’s knowledge of

the rail sector is second to none, as

evidenced by the variety of transactions

we have handled over the years.

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Toll Roads

� Abertis (Spain) and others in their leveraged €5 billion acquisition of SANEF toll roads from the French State

� American International Group (U.S.) with regard to a proposed investment in the People’s Republic of China toll road company

� a vehicle formed by Borealis Infrastructure Management Inc. (the infrastructure division of OMERS), Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan Board in its acquisition of Skyway Concession Company LLC (SCC) from affiliates of Cintra S.A., Macquarie Infrastructure Partners and Macquarie Atlas Roads

� Canada Pension Plan Investment Board (CPPIB) (Canada) in its approximately $1.15 billion acquisition of a 49.99% interest in Grupo Costanera SA (Chile) from Atlantia SpA (Italy)

� Fiduciaria Bancolombia S.A., as trustee of Fideicomiso P.A. Pacífico Tres, in its $380 million project bond issuance to finance the construction and improvement of toll roads in the Valle del Cauca region in Colombia. The project financing also included Colombian peso-denominated

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credit facilities of approximately $270 million, as well as a subordinated liquidity facility from the Colombian Government’s Financiera de Desarrollo Nacional. The trust was created after the Colombian government awarded Colombian corporation Concesión Pacífico Tres S.A.S. a concession as part of the country’s “Fourth Generation” (4G) Project, an infrastructure program aimed at modernizing road infrastructure in the country. (LatinFinance Best Road Financing and Best Infrastructure Financing – Andes, 2016; Project Finance International Latin America P3 Deal of the Year, 2016; IJGlobal Latin America Roads Deal of the Year, 2016; Latin Lawyer Project Finance Deal of the Year, 2016)

� Grupo Sarmiento (Colombia) in the $70 million loan to Sociedad Concesionaria Vial de Los Andes (Colombia) in connection with the financing of certain segments of the Santa Fe de Bogotá to Puente Real toll road in Colombia. The toll road was part of a larger infrastructure development plan in the Capital District of Santa Fe de Bogotá

� GS Infrastructure Partners (U.S.) in its joint venture arrangements with Abertis (Spain) for the acquisition of a long-term concession of the PR-5 and PR-22 toll roads in Puerto Rico

� A high-level review of the Model Concession Agreements for State Highways and Ports prepared by the Planning Commission of India

� The financial adviser to PLUS Expressways Bhd (Malaysia) in its $7.3 billion acquisition by UEM Group (Malaysia) and The Employees Provident Fund of Malaysia. PLUS Expressways Bhd is the largest operator of toll roads in Southeast Asia, with toll road assets in Malaysia, Indonesia and India

� Sintonia S.A. (Italy) on a €2 billion senior loan facility to be used by Sintonia to acquire infrastructure assets in the transportation and communication sectors

� Transfield Services Limited (Australia) in connection with potential bids for toll road assets in the Americas

� Transurban Group (Australia) in various aspects of its announced infrastructure fund in the United States and Canada

S&C has significant and varied

experience advising clients in the

toll roads sector.

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Container Terminals and Port Facilities

� Asciano Limited (Australia) in its $1 billion debut U.S. debt offering. The offering was conducted in the United States according to Rule 144A and offshore under Regulation S. Asciano is the largest national rail freight and port operator in Australia

� Consortium of investors comprising China Investment Corporation, including First Reserve (U.S.), WL Ross & Co. (U.S.), Fairfax Financial Holdings (Canada), Morgan Creek Capital Management (U.S.) and PPM America Capital Partners (U.S.) in the $1 billion equity contribution towards the acquisition, by Diamond S Shipping Group (Cayman Islands), of 30 medium-range refined product carriers from Cido Tanker Holding (Hong Kong)

� DP World (U.A.E.) in a number of situations in recent years, including the acquisition of the international terminals and port logistics business, primarily located in Hong Kong, China and Korea, from CSX Corporation (U.S.); and its sale of 100% of the outstanding stock of P&O Ports North America, Inc. (U.S.) and PORTS Insurance Company, Inc. to AIG Global Investment Group’s infrastructure fund

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� Fortescue Metals Group (Australia) in a $2 billion high yield project bond offering, the largest by an Australian issuer. The proceeds of the offering, coupled with $400 million equity funding, will fund the costs associated with developing a 45 million tonne per annum greenfield iron ore resource development, rail infrastructure and port project in the Pilbara region of western Australia. S&C subsequently advised on the refinancings to fund Fortescue’s expansion activities, as it aims to triple iron ore production capacity

� The international managers in the ¥30.9 billion follow-on global offering of investment units of GLP J-REIT. GLP J-REIT was founded was founded with the sponsorship of Global Logistic Properties Limited, a Singapore Exchange-listed company and one of the world’s leading providers of logistics facilities used to provide distribution and warehousing services, including transportation, shipping, storage, stockpiling, cargo handling, packaging, sorting, distribution processing and information functions

� LLX Minas-Rio Logística Comercial Exportadora S.A. (Brazil) in the R$1.3 billion financing of its iron ore port facility in Brazil. The financing included lending from BNDES.

� Ontario Teachers’ Pension Plan Board (Canada) in its purchase of four marine container terminals from Orient Overseas (International) Limited of Hong Kong for approximately $2.35 billion. The project includes the acquisition of terminals in the United States and Canada and represents the largest container terminal acquisition in North America, as well as the largest North American port financing done in the syndicated loan market

� The Panama Canal Authority (Panama) in connection with the legal and constitutional framework in preparation for the expansion of the Panama Canal (2004 to 2007)

The expanse of our footprint in

the container terminals and

port facilities is unprecedented. From

Panama to Australia, Brazil to China,

S&C is the legal adviser of choice in this

sector.

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Water and Waste

� AquaSure Finance Pty Ltd (Australia) in its senior secured notes offering in the traditional U.S. private placement market as part of the refinancing to build and develop the Victorian Desalination Plant.

� the financial adviser to Casella Waste Systems, Inc. (U.S.) in its $130 million sale of select non-integrated recycling assets to CE Holdings (U.S.).

� the financial adviser to SouthWest Water Company (U.S.) in its $427 million acquisition by certain institutional investors advised by J.P. Morgan Asset Management and Water Asset Management L.L.C. (U.S.).

� the underwriters to numerous debt and equity offerings by American Water Works, including the $1.434 billion IPO and NYSE listing – at the time, the largest U.S. utility IPO in history.

� S&C represented the underwriters as U.S. counsel in the unregistered placement/rights offering of ordinary shares by Transpacific Industries pursuant to Rule 144A/Reg S in 2009.

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� Canada Pension Plan Investment Board on the debt financing for the acquisition of AWG plc by its subsidiary company Osprey Acquisitions Limited, a consortium comprising Canada Pension Plan Investment Board (CPPIB), Colonial First State Global Asset Management (the asset management division of Commonwealth Bank of Australia), Industry Funds Management (Nominees) Limited and 3i Group plc.

� Suez S.A. and its affiliates in numerous transactions.

� the sponsor, Lyonnaise des Eaux, in the formation of Lyonnaise Asia Water Limited for the purpose of investing in start-up and existing potable water production, distribution and treatment facilities and wastewater facilities.

� to a project to rebuild the Kuwait City Shuaiba North Power and Water Desalination Facility.

� the underwriters in the registered offerings of debt and equity by Washington Water Power Company.

� Bank of New York in a series of revenue bonds and credit facilities for utilities such as Elizabethtown Water, San Diego Water Authority and Pittsburgh Water & Sewer.

� principals in significant infrastructure and water project experience, including the privatization of Malaysia’s wastewater system, a clean water project for an Indian state and various projects in the chemicals and transportation sectors.

Selected S&C infrastructure matters

in the water and waste sector

include:

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Leisure

� Canada Pension Plan Investment Board in its combined minority investment with TPG Capital (U.S.) of US$500 million for a combined stake of 17% in MISA Investments Limited (Bermuda), the parent company of Viking Cruises (U.S.)

� The Mara and Tisch families, owners of the New York Giants National Football League franchise, consummated a series of transactions, paving the way for the commencement of construction of their $1.6 billion joint venture stadium development project in the Meadowlands Sports Complex together with the Johnson family, the owners of the New York Jets National Football League franchise. S&C represented the Mara and Tisch families and the Giants’ project company, in connection with the $800 million financing of the Giants’ half of the stadium project

� The first 100% privately financed stadium of its size and scope, with the largest total initial borrowings ever in the sports industry

� “North American Leisure Deal of the Year” in 2007 (Project Finance)

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� S&C also represented the Mara and Tisch families in connection with the issuance by Giants Training Facility LLC (U.S.), another joint venture of members of the Mara and Tisch families, of $87 million of fixed rate Regulation D bonds

� Kerzner Istithmar Limited (United Arab Emirates) in the restructuring of its outstanding debt under a $700 million senior loan facility and a $275 million second lien facility in connection with the simultaneous sale by Kerzner International of its 50 percent holding in Kerzner Istithmar Limited to Istithmar World

� The Mara and Tisch families in successfully completing a series of transactions to refinance a portion of the existing debt on their $1.6 billion joint venture stadium development project in the Meadowlands Sports Complex. S&C represented the Mara and Tisch families in connection with the issuance by Giants Stadium LLC (U.S.), a joint venture of members of the Mara and Tisch families, of $360 million of fixed rate Regulation D bonds and a $178 million senior secured loan facility. A portion of the proceeds of each transaction were used to refinance Giants Stadium LLC’s existing $618 million outstanding project revenue bonds

� American Casino & Entertainment Properties on its first lien term loans; and its high-yield debt offering with an aggregate principal amount of $375 million and in subsequent refinancing and tender offers

� Disney (U.S.) and Euro Disneyland (“EDL”) (France) with respect to the organization of a project and first phase of the financing. The project included two theme parks and numerous hotels, restaurants, shops, convention facilities and outdoor recreation facilities, as well as a campground, regional shopping center, offices and a multi-purpose corporate park and single and multiple-family dwellings. The EDL project benefitted from the support of the French government. This support included: the extension of the Paris commuter railway to the EDL site, access to the TGV high-speed train at the EDL site, the construction of new motorway interchanges and various secondary roads, the creation of a new French public development authority to transfer land to EDL and the provision of loans on special terms. EDL is a theme park, resort and planned community, located on a 4,800-acre site 32 kilometers east of Paris

Our client list in the leisure sector

is populated with the most well-

known names, a few of our selected

transactions include:

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Telecommunications

� China Mobile Limited in its transaction agreement with CMC (China), China Unicom, China Telecom and China Reform Corporation to sell their telecom towers and related assets to China Tower

� China Telecom Corporation Limited (China):

� in its $13.4 billion acquisition of certain CDMA network assets and associated liabilities from its parent company, China Telecommunications Corporation

� in its $8.2 billion acquisition of ten provincial fixed-line networks from China Telecom Group (China)

� in its $5.6 billion acquisition of six provincial networks from China Telecom Group (China)

� China Unicom Limited (China):

� in its strategic alliance with Telefónica SA (Spain)

� in its $939 million sale of certain telecommunications related assets to its major subsidiary, China United Network Communications Corporation Limited (China)

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� in the $15.9 billion sale of its CDMA business to China Telecom (China)

� as parent in the $334 million sale by China Unicom Corporation of its paging business to China Unicom Group (China)

� in the $388 million acquisition of nine additional provincial networks from China Unicom Group

� in its joint venture with SK Telecom (Korea)

� in the $577 million acquisition of nine provincial networks from China Unicom Group

� Microsoft Corporation (24% shareholder) in the $2.4 billion refinancing of Jupiter Telecommunications, the largest broadband and cable service provider in Japan. A consortium of U.S., Japanese and European banks agreed to six-year term loans and a revolving credit loan pursuant to a syndicated loan agreement. The loan agreements were structured like a project finance transaction and provided for very limited recourse to the shareholders, a novel transaction structure in Japan

� Siemens’ affiliates in the ARCOS-1 Submarine Cable Network project entailing the development of a submarine fiber optic telecom cable network project. ARCOS-1 is to connect the United States to various points in Latin America. The main sponsor of the project is New World Network Holdings Ltd., which has an 85% interest in ARCOS. New World is owned by Global Light Telecommunications Inc. and Siemens Project Ventures

� Telstra (Australia) as to certain U.S. legal matters in its acquisition of Pacnet Limited (Hong Kong)

� Telestra (Australia) in its $1.6 billion sale of 47.4% of Autohome Inc. to Yun Chen Capital Cayman, a special purpose vehicle established by Ping An Insurance; and its subsequent $217.4 million sale of its remaining 6.5% of the total issued and outstanding shares of Autohome Inc. to Yun Chen Capital Cayman

We are one of the leading firms

in the telecommunications

sector in Asia-Pacific and the rest of the

world, having advised some of the most

significant telecommunication companies

on their groundbreaking transactions.

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EnergyM A r K E t- l E A d i n G M & A

� ACE Investment Fund (Hong Kong) in connection with its agreements to acquire 49% of the equity interest in, and 49% of the loans owed by EDP’s Italian and Polish wind farm project companies for a total consideration of approximately EUR392 million

� BHP Billiton (Australia) in its $15.1 billion acquisition of Petrohawk Energy Corporation (U.S.) (Energy and Services Deal of the Year – Atlas Awards 2012)

� China Huaneng Group (China) in its $3.04 billion privatization and acquisition of Tuas Power (Singapore)

� China Investment Corporation (China) in a $150 million investment in Triana Energy Investments, LLC (U.S.) by a subsidiary of China Investment Corporation and an affiliate of Morgan Stanley (U.S.)

� China Renaissance Capital Investment and Dr. Guangzhen Meng (China) in the sale of a 40 percent equity interest in Grant Achieve Global Limited (British Virgin Islands) to Olympus Capital Holdings Asia (Hong Kong) and Anoi Limited (Hong Kong) for an undisclosed amount

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� CIC Capital (China) as a member of a consortium led by Brookfield in the $5.2 billion acquisition of a 90% stake in the natural gas pipeline unit of Petrobras (Brazil)

� Constellation Energy (U.S.) in the sale of its international commodities business to an affiliate of Goldman Sachs (U.S.) and in the sale of the downstream natural gas trading business of Constellation Energy Commodities Group to Macquarie Cook Energy, LLC (Australia)

� DQE Holdings, LLC (U.S.) in connection with necessary documentation negotiations for the sale by DUET Group of its 29% interest in DQE Holdings to the Government of Singapore Investment Corporation (GIC)

� Consortium comprising ENN Energy Holdings Limited (China) and China Petroleum & Chemical Corporation (Sinopec) (China) in the proposed $2.2 billion voluntary general offer for China Gas Holdings Limited (Hong Kong). S&C also represented ENN Energy as borrower of a bridge loan facility from Citigroup (withdrawn)

� Goldman Sachs, Daesung Group and other shareholders of Daesung Industrial Gases

(Korea) in connection with their sale of entire outstanding share capital of Daesung Industrial Gases

� Israel Corp. and DS Constructions (India) in their purchase of a Latin American power portfolio from Globeleq (Bermuda)

� Consortium led by Macquarie Infrastructure Partners (Australia) in its $1.59 billion acquisition of Duquesne Light Holdings (U.S.)

� The shareholders of Novaled AG (Germany) as sellers in the $347 million acquisition by Samsung Group (South Korea)

� Oleoducto de Crudos Pesados (Ecuador) in the acquisition of a 30% interest by China Petroleum & Chemical Corporation (Sinopec)

� State Grid International Development Limited (China) in its approximately $4.53 billion acquisition of an approximately 54.64 percent stake in CPFL Energia S.A. (Brazil) from Camargo Correa S.A. and Brazilian pension funds, and in its potential cash tender offer, which could result in a total deal value of approximately $8.29 billion.

S&C has acted in matters by a large

number of major energy companies

globally, giving us a critical insight

into the commercial, environmental,

regulatory and legal issues facing the

industry. In Asia-Pacific, our award-

winning practice has advised on the

below selected transactions:

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Energyc A P i tA l M A r K E t s

“Energy Practice Group of the Year” l A w 3 6 0 , 2 0 1 7

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� Broken Hill Proprietary SEC-registered debt offerings, 1996, 1993, 1992 Counsel to the issuer

� CNOOC Limited Private placement of equity, 2006 Counsel to the underwriters

� China Gas Holding Limited Unsolicited tender offer, 2011 Counsel to the issuer

� China Unienergy Hong Kong IPO, 2016 Counsel to the underwriter

� Idemitsu Kosan Co., Ltd. Rule 144A/Reg S equity offering (IPO), 2006 Counsel to the issuer

� Inpex Corporation Rule 144A/Reg S equity offering (IPO), 2010, 2004 Counsel to the issuer

� Kunlun Energy Co. Ltd. Rule 144A/Reg S equity, 2012 Counsel to the underwriter

� Oil Search Rule 144A/Reg S equity offering, 2009 Counsel to the issuer

� Origin Energy Limited Private placement of debt, 2005, 2003 Counsel to the issuer

� PetroChina Company Reg S equity, 2005 |SEC-registered equity offering (IPO), 2000 Counsel to the underwriters

� PTT Exploration and Production Rule 144/Reg S equity offering, 1998 Rule 144/Reg S debt offering, 1998 Sole U.S. counsel to the underwriters

� Santos unregistered equity offering, 2010, 2009 Rule 144A debt offering, 1994 Counsel to the issuer and the underwriters

� Woodside Petroleum Reg S equity offerings, 2010, 2009 Rule 144A/Reg S debt offering, 2009, 2003 Rule 144A debt offering, 1998 Counsel to the issuer

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toll roadsA large Mexican toll road (Mexico)Acquisition of 5 Chilean Toll Roads (Chile)Chicago Skyway (U.S.)Dulles Toll Road (U.S.)I-595 Corridor (U.S.)Intersur Concesiones S.A. (Peru)Northwest Parkway (U.S.)Pennsylvania Turnpike (U.S.)Planning Commission of India (India)PLUS Expressways (Malaysia)Pocahontas Parkway (U.S.)PR-5 (Puerto Rico)PR-22 (Puerto Rico)PRC Toll Road Company (China)SANEF Toll Roads (France)Santa Fe de Bogotá to Puente Real Toll Road (Colombia)State Highway 121 (U.S.)

ports & Container terminalsAsciano Limited (Australia)Carrix (U.S.)DP World (U.A.E.)Fortescue Metals Group (Australia)GCT Global Container Terminals (Canada)Hamburger Hafen und Logistik (Germany)José Terminal Port Complex (U.S.)Maher Terminals LLC (U.S.)Minas-Rio Port Facility (Brazil)Newcastle Coal Infrastructure Group (Australia)Ontario Teachers’ Pension Plan Board (Canada)Panama Canal Authority (Panama)Port Açu Export Facility (Brazil)Triton Container International Limited (Bermuda)

airportsAeropuertos Argentina 2000 Consortium (Argentina)Athens Spata Airport (Greece)Auckland International Airport Limited (New Zealand)Chicago Midway International Airport (U.S.)Chicago O’Hare Airport (U.S.)Greensboro-High Point Airport Authority (U.S.)JFK Airport – British Airways Terminal (U.S.)Luis Muñoz Marín Airport (U.S.)Schiphol Group (Netherlands)Sydney Airport Finance Company (Australia)Tulsa Municipal Airport (U.S.)Various airport projects in Houston and Philadelphia (U.S.)

Infrastructure Investment and Finances E l E c t E d G l o b A l H i G H l i G H t s

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railAmtrak (U.S.)Asciano Limited (Australia)Burlington Northern Santa Fe Corp. (U.S.)Canadian National Railway (Canada)Carrix (U.S.)Central Japan Railway Company (Japan)China Railway Group Limited (China)Eurotunnel (France/U.K.)Fortescue Metals Group (Australia)Massachusetts Bay Transportation Authority (U.S.)MTR Corporation Limited (Hong Kong)National Rail Corporation (Australia)Neptune Orient Lines (Singapore)QR National Limited (Australia)Railtrack Group (U.K.)Tranz Rail Holdings Limited (New Zealand)West Japan Railway Company (Japan)Wisconsin Central Transportation Corp. (U.S.)

energy & natural resourcesAlaska Natural Gas Pipeline (U.S.)Australia Pacific LNG (Australia)Baku-Tbilisi-Ceyhan Pipeline (Azerbaijan/ Georgia/Turkey)Dolphin Energy (U.A.E.)Express Pipeline System (U.S.)IPP Program (South Africa)La Higuera Power Project (Chile)Papua New Guinea LNG (Papua New Guinea)PEMEX Asset Acquisition and Leaseback by KKR (Mexico) Tétouan Wind Project (Morocco)Transportadora de Gas del Perú (Peru)Tres Mesas Wind Project (Mexico)

other Significant infrastructure mandatesAmerican Waterworks (U.S.)Central Parking Corporation (U.S.)Chicago Millennium Garages (U.S.)Euro Disneyland (France)Hyder plc (U.K.)Kuwait City Shuaiba North Power and Water Desalination Facility (Kuwait)Lyonnaise des Eaux (France)Meadowlands Sports Complex (U.S.)Osmonics (U.S.)Schroder (U.K.)Suez S.A. (France)Techem (Germany)

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Lawyer Contacts

As i A A n d Au st r A l i A

Izumi AkaiTokyo Office Phone: +81 3 3213 6145 Fax: +81 3 3213 6470 Akaii@sullcrom.com *M&A, CAPITAL MARKETS

Garth W. BrayHong Kong Office Phone: +852 2826 8691 Fax: +852 2826 1766 brayg@sullcrom.com *M&A, CAPITAL MARKETS

Robert ChuMelbourne Office Phone: +61 3 9635 1506 Fax: +61 3 9635 1531 chur@sullcrom.com *M&A, CAPITAL MARKETS

Michael G. DeSombreHong Kong Office Phone: +852 2826 8696 Fax: +852 2826 1774 desombrem@sullcrom.com *M&A, PRIVATE EQUITy, JOINT VENTURES

Keiji HatanoTokyo Office Phone: +81 3 3213 6171 Fax: +81 3 3213 6470 hatanok@sullcrom.com *M&A, CAPITAL MARKETS

Waldo D. Jones, Jr.Sydney Office Phone: +61 2 8227 6702 Fax: +61 2 8227 6744 jonesw@sullcrom.com *M&A, CAPITAL MARKETS, PROJECT FINANCE

Jamieson J. LogieHong Kong Office Phone: +852 2826 8616 Fax: +852 2522 2280 logiej@sullcrom.com *PROJECT FINANCE, JOINT VENTURES

Kay Ian NgHong Kong Office Phone: +852 2826 8601 Fax: +852 2826 8602 ngki@sullcrom.com *M&A, CAPITAL MARKETS

Chun WeiHong Kong Office Phone: +852 2826 8666 Fax: +852 2522 2295 weic@sullcrom.com *M&A, CAPITAL MARKETS

Gwen WongBeijing Office Phone: +86 10 5923 5967 Fax: +86 10 5923 5950 wonggw@sullcrom.com *M&A, CAPITAL MARKETS

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A M E r i c As

Werner F. AhlersNew York Office Phone: +1 212 558 1623 Fax: +1 212 291 9201 ahlersw@sullcrom.com *M&A, PROJECT FINANCE

John E. EstesNew York Office Phone: +1 212 558 4349 Fax: +1 212 291 9049 estesj@sullcrom.com *LEVERAGE FINANCE, PROJECT FINANCE

Sergio J. GalvisNew York Office Phone: +1 212 558 4740 Fax: +1 212 291 9062 galviss@sullcrom.com *M&A, PROJECT FINANCE, CAPITAL MARKETS

Christopher L. MannNew York Office Phone: +1 212 558 4625 Fax: +1 212 291 9092 mannc@sullcrom.com *PROJECT FINANCE, CAPITAL MARKETS, M&A

Inosi M. NyattaNew York Office Phone: +1 212 558 7822 Fax: +1 212 291 9781 nyattai@sullcrom.com *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS

Joseph E. NeuhausNew York Office Phone: +1 212 558 4240 Fax: +1 212 291 9105 neuhausj@sullcrom.com *ARBITRATION, DISPUTES

Kenneth M. RaislerNew York Office Phone: +1 212 558 4675 Fax: +1 212 291 9118 raislerk@sullcrom.com *COMMODITIES, FUTURES AND DERIVATIVES

George J. SampasNew York Office Phone: +1 212 558 4945 Fax: +1 212 291 9131 sampasg@sullcrom.com *M&A, PRIVATE EQUITy

30

E M E A

Nikolaos G. AndronikosLondon Office Phone: +44 20 7959 8470 Fax: +44 20 3350 2007 andronikosn@sullcrom.com *CAPITAL MARKETS, PROJECT FINANCE, JOINT VENTURES

Chris BeattyLondon Office Phone: +44 20 7959 8505 Fax: +44 20 3350 2047 beattyc@sullcrom.com *LEVERAGED FINANCE, CAPITAL MARKETS

Vanessa K. Blackmore London Office Phone: +44 20 7959 8480 Fax: +44 20 3350 2008 blackmorev@sullcrom.com *CAPITAL MARKETS

Krystian CzernieckiFrankfurt Office Phone: +49 69 4272 5525 Fax: +49 69 4272 5210 czernieckik@sullcrom.com *CAPITAL MARKETS

Olivier de Vilmorin Paris Office Phone: +33 1 7304 5895 Fax: +33 1 7304 1064 devilmorino@sullcrom.com *M&A, CAPITAL MARKETS, LEVERAGED FINANCE

Tim Emmerson London Office Phone: +44 20 7959 8595 Fax: +44 20 3350 2095 emmersont@sullcrom.com *M&A, PRIVATE EQUITy

Craig JonesLondon Office Phone: +44 20 7959 8488 Fax: +44 20 3350 2088 jonescra@sullcrom.com *PROJECT FINANCE, JOINT VENTURES, LEVERAGED FINANCE

Ben Perry London Office Phone: +44 20 7959 8477 Fax: +44 20 3350 2077 perryb@sullcrom.com *PROJECT FINANCE, M&A, CAPITAL MARKETS, LEVERAGED FINANCE

Stewart M. RobertsonLondon Office Phone: +44 20 7959 8555 Fax: +44 20 3350 2055 robertsons@sullcrom.com *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES

York Schnorbus Frankfurt Office Phone: +49 69 4272 5517 Fax: +49 69 4272 5250 schnorbusy@sullcrom.com *M&A, CAPITAL MARKETS, LEVERAGED FINANCE

Lawyer Contacts

31

S&C Offices Worldwide

w w w. s u l l c r o M . c o M

beijingTelephone: +86 10 5923 5900 Facsimile: +86 10 5923 5950 Suite 501, China World Office 1 One Jian Guo Men Wai Avenue Beijing 100004 China

hong KongTelephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong

tokyoTelephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

melbourneTelephone: +61 3 9635 1500 Facsimile: +61 3 9654 2422 101 Collins Street Melbourne 3000 Victoria Australia

SydneyTelephone: +61 2 8227 6700 Facsimile: +61 2 8227 6750 The Chifley Tower 2 Chifley Square Sydney, New South Wales 2000 Australia

new YorkTelephone: +1 212 558 4000 Facsimile: +1 212 558 3588 125 Broad Street New York, NY 10004-2498 U.S.A.

washington, d.C.Telephone: +1 202 956 7500 Facsimile: +1 202 293 6330 1700 New York Avenue, N.W. Suite 700 Washington, D.C. 20006-5215 U.S.A.

los angelesTelephone: +1 310 712 6600 Facsimile: +1 310 712 8800 1888 Century Park East Los Angeles, CA 90067-1725 U.S.A.

palo altoTelephone: +1 650 461 5600 Facsimile: +1 650 461 5700 1870 Embarcadero Road Palo Alto, CA 94303-3308 U.S.A.

londonTelephone: +44 20 7959 8900 Facsimile: +44 20 7959 8950 1 New Fetter Lane London EC4A 1AN England

parisTelephone: +33 1 73 04 10 00 Facsimile: +33 1 73 04 10 10 24, rue Jean-Goujon 75008 Paris France

frankfurtTelephone: +49 69 4272 5200 Facsimile: +49 69 4272 5210 Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany

brusselsTelephone: +32 7870 5000 Rue Joseph Stevens 7, Suite 1401 Brussels, 1000 Belgium

32

Notes

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