Oil & Gas Capability Statement CIS Baker & McKenzie is one of the world s largest international law firms with 74 offices in 46 countries. With more than 4,100 locally qualified, internationally experienced lawyers, we offer our clients a global service unrivalled by any other law firm. The Firm has a global Energy, Chemicals, Mining and Infrastructure practice group, comprising lawyers from around the world working day-to-day in these industries and covering all the different relevant legal specializations. In each country where Baker & McKenzie operates, its offices are staffed with lawyers from that country. We operate on a full-service basis in each country where we have a legal presence. Our model of serving global clients on operational, as well as transactional, matters, means that we permanently staff our offices with market leading specialist lawyers in our core practice areas, such as corporate law and M&A, competition,energy, labor, IT, IP, dispute resolution, real estate, the environment and tax. We were the first international law firm to open an office in Moscow in 1989. Since then we have built a reputation in Russia and the CIS as an experienced and reliable legal advisor that helps leading international and local companies navigate the maze of regulatory requirements. With almost 200 lawyers in our offices in Almaty, Baku, Kyiv, Moscow and St. Petersburg, we have one of the largest legal practices in the CIS offering expertise on all aspects of investments in the region.
Some key attributes of the Firm for energy sector clients: thorough industry sector knowledge and understanding cross-border transactional expertise, including major M&A, projects and project financing global tax structuring, transfer pricing and indirect taxation capabilities extensive anti-trust experience in the sector around the world leading environmental and climate change practice regulatory knowledge on the ground around the globe unrivaled dispute resolution practice well-structured and expansive employment and migration practice unrivaled intellectual property practice including trademarks, copyrights, patents, technology transfer issues and enforcement broad experience in real estate and construction law Our experience in the Oil & Gas industry Oil & gas has been one of our principal practice areas in the CIS since Baker & McKenzie opened its office in Moscow in 1989. We have advised our clients on the general requirements of local oil and gas legislation and also helped them structure their entries into the sector (by both acquisition of exploration and/or production rights directly from the State and from private subsoil users operating under the relevant oil and gas license and/or contract). We have substantial on site due diligence experience in connection with acquisitions of oil and gas companies. In addition, we have provided advice and counseling on tax, customs and currency matters associated with the exploration, production, transportation and marketing of oil and gas. Our advice has also included the repatriation of sales proceeds and the implications of currency conversion risks. As a result of our involvement in those areas and the breadth of our experience we have developed a unique understanding of the CIS oil and gas sector and its statutory regulation. This firm s solid reputation in mining is sometimes noted ahead of its track record in oil and gas. Its enviable mining reputation comes as a result of its provision of advice to global mining names on international cross-border projects, as well as assisting notable local companies. However, major oil and gas companies are also well represented in its client roster. Transactional instructions dominate the practice. The team also assists with regulatory issues, as well as advising on energy trading matters. Clients appreciate the firm s large and consistently highly ranked network in the Commonwealth of Independent States and CEE countries, which ensures smooth cross-border operations Chambers Europe 3
Some of our recent high-profile projects in Azerbaijan: Representing the State Oil Company of the Azerbaijan Republic (SOCAR) in connection with an agreement for supply of gas to Georgia and development of a holding structure for gas sales; Your Contacts Advising SOCAR on the acquisition of a 50% stake in Tekfen, a Turkish construction company; Advising a subsidiary of SOCAR on the acquisition and financing of an oil terminal port in Georgia; Acting as Azerbaijani counsel to the EBRD on matters of Azerbaijani law on the USD 170 million financing for upstream development of the Shah Deniz offshore field and the South Caucasus (gas) Pipeline; Advising one of the largest Chinese companies, Petrochina, with interests in Azerbaijan on the local law aspects of restructuring; Gunduz Karimov Managing Partner of the Baku office gunduz.karimov@bakermckenzie.com +994 12 497 1801 Acting for Japanese oil and gas company Inpex on the recently completed USD 2.6 billion financing for the Baku-Tbilisi-Ceyhan (BTC) Pipeline project; Advised a number of foreign suppliers of oil exploration and production equipment on customs and tax issues related to the transportation of vessels (including a jack-up rig) to and from Azerbaijan; Advised the borrower on the first financing in Azerbaijan under OPIC s new SME lending program. The proceeds of the loan were used to finance the borrower s joint venture with the State Oil Company of Azerbaijan (SOCAR) to produce explosives for petroleum industry. Ranked in Band 1 in General Business Law Chambers Global 2011, 2012, 2013 Gunduz Karimov is recommended in General Business Law Chambers Global 2011, 2012, 2013 Ranked in Tier 1 in Legal Market Overview Legal 500 EMEA 2011, 2012, 2013 Leading firm in Dispute Resolution PLC Which lawyer? 2012 Gunduz Karimov is ranked as leading individuals in Legal Market Overview Legal 500 EMEA 2012, 2013 Leading firm in the area of Corporate and Commercial Law PLC Which lawyer? 2011 4
Some of our recent high-profile projects in Kazakhstan and Uzbekistan include: Representing a Chinese oil and gas company in its acquisition of a Kazakhstani exploration company listed on the Kazakhstani stock exchange; Your Contacts Representing a major Russian oil company on a dispute with a Canadian oil company concerning their joint oil operations in Kazakhstan; Representing a Chinese oil and gas company in its acquisition of an exploration company in Western Kazakhstan; Representing a Korean investor in its acquisition of a 90% interest in an exploration company in Southern Kazakhstan; Representing a major Russian oil company in its negotiations with the Kazakhstani Government of off-shore production sharing and joint operating agreements for the development of the adjacent sea block in the Caspian; Advising a major oil and gas consortium on Kazakhstani tax and customs regulations; Azamat Kuatbekov Partner azamat kuatbekov@bakermckenzie.com +7 727 330 0500 Advising a pipeline consortium in the establishment and maintenance of operating subsidiaries both in Kazakhstan and Russia, and advice on pipeline construction and refurbishment, land use and other matters; Advising on the takeover and refinancing of a US-listed company with substantial oil interests in West Kazakhstan; Advising a US oil company in connection with its indirect acquisition of 50% of a Kazakhstani oil company; Advising a Canadian oil company on its proposed acquisition of two licenses in Kazakhstan; Advising a major German oil company on the sale of its shares in a Kazakhstani oil producing company; Advising a major Kazakhstani bank on the acquisition of an oil producing company in Western Kazakhstan; Advising a Canadian oil company on the acquisition of an exploration license in Western Kazakhstan; Advising a major Kazakhstani bank on its affiliated oil producing company s export rights and potential arbitration against the Kazakhstani Government in Switzerland; Advising a Canadian oil company in the potential acquisition of three Kazakhstani oil companies; Advising a Swiss commodity trading company on various currency, registration and licensing issues relating to the purchase of oil from Kazakhstani producers; Advising a French bank on the methodology used to calculate the tariff for oil transportation in Kazakhstan; Recommended in General Business Law: Energy & Natural Resources Chambers Global 2011, 2012, 2013 Azamat Kuatbekov is recommended in General Business Law Chambers Global 2011, 2012, 2013 Ranked in tier 1 in Legal Market Overview Legal 500 EMEA 2010-2013 Highly recommended firm in the area of Dispute Resolution in Kazakhstan PLC Which lawyer? 2010-2012 Advising the bondholders of a Canadian oil company in relation to a dispute with shareholders, including advising on subsoil use licenses and production sharing agreements; Advising a Swiss company on the sale to the National Oil and Gas Company of a 50% ownership interest in a Kazakhstani oil refinery, supported by a Western bank guarantee; Acting for a US construction company in relation to its appointment as contractor for an oil development project. 5
Some of our recent high-profile projects in Russia: Advising the shareholders of JSC Novatek, Russia s largest independent gas producer, on the sale of a 12% stake to Total SA as part of a strategic partnership; Your Contacts Advising Exillon Energy on the first Russian IPO in London since the beginning of the downturn. The placing on the Main Market of the London Stock Exchange raised a total of USD100 million ( 62m); Representing China Investment Corporation in connection with its USD 300 million investment into a upstream oil and gas joint venture of the Nobel Oil Group, based in Russia; Advising Weatherford International Ltd. on the approximately USD 450 million acquisition of TNK-BP International s Oilfield Services Division; Advising West Siberian Resources Ltd. a Bermuda incorporated independent oil company listed on the OMX Nordic Exchange Stockholm, on its merger with Alliance Oil. The combined market capitalization of the companies amounted to approximately USD 2.25 billion; Advising West Siberian Resources Ltd. on a listing upgrade from First North to the Stockholm Stock Exchange, including an extensive legal and tax due diligence review of West Siberian s Russian oil and gas assets; Advising Sibir Energy plc on acquisition of a 100% interest in eight Russian exploration licenses for the Koltogorsky block in Western Siberia; Advising the shareholders of Bennfield Limited (a major shareholder of Sibir Energy plc) in the sale of 50% of their Bennfield interest for an overall consideration of USD 620 million; Advising Sibir Energy plc on establishment of a joint venture with Central Fuel Company creating Moscow Oil and Gas Company; Consultations to shareholders in Northgas CJSC, an independent Russian gas producer, on the transfer of a 51% stake in the company to Gazprom and the amicable settlement of disputes. Alexey Frolov Head of the Natural Resources Practice Group alexey.frolov@bakermckenzie.com +7 495 787 2700 Award for Excellence Law Firm of the Year in Europe Chambers Europe 2012 Award for Excellence Law Firm of the Year in Central and Eastern Europe Chambers Europe 2011 Baker & McKenzie is recommended in Energy & Natural Resources Chambers Europe 2011, 2012, 2013 Baker & McKenzie is recommended in Energy and Natural Resources Legal 500 EMEA 2011, 2013 Recommended for Corporate/M&A Chambers Europe 2010-2013 and Legal 500 2010-2013 Alexey Frolov is recommended in Energy & Natural Resources Chambers Europe 2012 The sizeable Russian branch of Baker & McKenzie is well known for its broad full-service offering, and energy matters constitute a substantial part of its activities. The team has a solid standing within the market, and is particularly noted by peers for its excellent mining practice. Chambers Europe 2012 Alexey Frolov is the most visible face of this accomplished energy and mining practice. His considerable knowledge of the sector owes much to his in-house experience at an international oil company in Central Asia, making him a sought-after figure for complex deals Chambers Global 2011 6
Some of our recent high-profile projects in Ukraine: Advising a major London-based bank on Ukrainian legal and regulatory issues related to the restructuring of payment obligations of the gas monopoly with respect to the USD 500 million Loan Participation Notes due 2009; Your Contacts The Kyiv and Stockholm offices represented a major Ukrainian oil and gas company in a dispute under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce with regard to its JV activities in Ukrainian oil and gas fields; Advising one of the leading marine and oil and gas fabrication companies on the of bankruptcy of its Ukrainian debtor. We advised our client on the bankruptcy legislation, represented it in court and in dealings with state authorities and the liquidator; Representing the division of the listed UK-Dutch petroleum giant in connection with negotiating and signing a joint activity agreement with the Ukrainian oil and gas monopoly, Open Joint Stock Company Naftogas Ukrainy, for joint exploration and further natural gas extraction in the Dnipro-Donetsk basin; Serhiy Piontkovsky Partner serhiy.piontkovsky@bakermckenzie.com +380 44 590 0101 Representing the division of global group of oil, gas and petrochemical companies with respect to natural gas distribution and infrastructure development in Ukraine; Representing one of the major players in Europe s energy industry in production, transportation, distribution and sale of gas, electricity and related services, in connection with negotiating a joint activity agreement with the Ukrainian oil and gas monopoly, Open Joint Stock Company Naftogas Ukrainy for the purposes of joint exploration and further extraction of natural gas at the Prikerchensky shelf of the Black Sea; Advising a leading Swedish crude oil and oil products trader on a joint activity agreement with another Swedish oil producing company and a Ukrainian oil producing company with respect to the joint production of oil; Advising a premier US company engaged in oil and gas exploration, acquisition and production operations, with respect to its potential investment into the oil and gas industry in Ukraine as well as negotiating a joint activity agreement; Assisting BP Chemicals in obtaining Ukrainian merger control approval in connection with creating a joint venture between BP and NOVA Chemicals Corporation by merging their European styrenic polymers businesses; Acting for Royal Dutch Shell in relation to advice on the USD 150 million structuring and financing of the Gas Transit Network; Representing Shell Exploration and Production Services in connection with signing a cooperation agreement with the Ukrainian oil and gas monopoly, Open Joint Stock Company Naftogas Ukrainy, for the purposes of joint exploration of carbohydrates in the Dnipro-Donetsk basin; Advising one of the world s largest providers of products and services to the oil and gas industries on registering its representative office in Ukraine; Advising a major multi-national oil and gas concern in connection with the valuation of and structuring a potential investment in Ukraine s international gas transit system - for the transport of natural gas from Russia to Western Europe; Advising a major multi-national oil and gas concern in connection with exploration and development of oil and gas deposits in the Black Sea Shelf. Baker & McKenzie is recommended in Energy & Natural Resources Chambers Europe 2012 Ranked in band 1 in Corporate/M&A by Chambers Europe 2011, 2012, 2013 and Legal 500 2011, 2012, 2013 Award for Excellence and Law Firm of the Year by Chambers Europe 2010 Serhiy Piontkovsky and Viacheslav Yakymchuk are recommended in Corporate/M&A by Chambers Europe 2011, 2012 Firm ranked leading for Corporate/M&A PLC Which lawyer? 2010
Baker & McKenzie has been global since inception. Being global is part of our DNA. Our difference is the way we think, work and behave we combine an instinctively global perspective with a genuinely multicultural approach, enabled by collaborative relationships and yielding practical, innovative advice. With more than 4,100 lawyers in 46 countries, we have deep understanding of the culture of business the world over and are able to bring the talent and experience needed to navigate complexity across practices and borders with ease. Visit www.bakermckenzie.com to learn more Moscow White Gardens 9 Lesnaya Street Moscow 125047 Russia Tel: +7 495 787 2700 Fax: +7 495 787 2701 St. Petersburg BolloevCenter, 2nd floor 4A Grivtsova Lane St. Petersburg 190000, Russia Tel: +7 812 303 9000 Fax: +7 812 325 6013 Almaty Samal Towers, Samal-2, 8th Floor 97 Zholdasbekov Street Almaty 050051, Kazakhstan Tel: +7 727 250 9945 Fax: +7 727 258 4000 Baku The Landmark III, 8th Floor 96 Nizami Street Baku AZ1010, Azerbaijan Tel: +994 12 497 1801 Fax: +994 12 497 1805 Kyiv Renaissance Business Center 24 Vorovskoho Street Kyiv 01054, Ukraine Tel: +380 44 590 0101 Fax: +380 44 590 0110 2013 Baker & McKenzie. All rights reserved. Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a partner means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an office means an office of any such law firm. This may qualify as Attorney Advertising requiring notice in some jurisdictions. Prior results don t guarantee a similar outcome.