Energy Transactions

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Energy Transactions

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The energy sector is of prime, global importance and is highly regulated. A core common objective of nongovernmental entities is to improve the functioning of the sector and make energy and fuel consumption more efficient. As a result, energy companies and energy infrastructure are increasingly targeted by private enterprises through energy transactions. Dentons’ Energy Transactions team advises clients worldwide in major asset acquisitions, divestures, joint ventures and M&A deals across the energy spectrum, including: electricity, oil and gas, liquefied natural gas, renewable, coal and other forms of energy. Our team also provides advice on the means for extracting, producing, transporting, processing and refining energy supplies across the globe. We offer you one-stop shopping to address your commercial needs, with broad and deep expertise in the entire array of energy transactions. Look to Dentons for innovative business and legal solutions across the industry, including:

Purchase, sale or hedging of energy supply
Transmission or movement of energy point-to-point or through a network or pipes, wires or other means of transmission
Sale or acquisition of energy companies or assets
Structuring and creation of corporate or other special purpose entities to engage in or support energy transactions
Development from first concept through commercial operation of energy and infrastructure projects worldwide

We collaborate with you, assisting with energy transactions under the world's principal legal regimes such as common law in the US, UK and Canada, civil law in France, Spain, Central and Eastern Europe, and applicable law in other jurisdictions such as Russia, the Confederation of Independent States, the Middle East, Africa and China. Our longstanding presence in the jurisdictions we operate in has made us experts in the newest, most important energy markets spanning the globe.

With Dentons’ lawyers you get an unflagging commitment to client service and the understanding we have gained, through years of advising energy clients, on the commercial details, risks, rewards and parties’ expectations in energy transactions. You also have access to our deep knowledge of energy regulation, including the effects on deal structure and allocation of risk in energy transactions. Our lawyers regularly advise clients on regulated transactions and compliance around the world. But we have also been engaged to develop or refine regulatory systems to deal with the sale, transportation and allocation of energy supply and improvement of energy markets in a multitude of emerging market nations.

The foundation for our unparalleled client service is the sense of teamwork ingrained in our firm’s culture. Like no other firm, our lawyers are expert not only in their particular fields of practice but in working together to bring all necessary disciplines—including finance, tax, regulation and world trade regulation—to the table to fully address your needs. With a global practice, we offer our clients special expertise in single country and cross-border transactions. With the rise of globalization, especially in the energy sector, we are there to meet your needs anywhere in the world.

Experience

3P International Energy Corporation (now CUB Energy Inc.): Advising on its pilot Ukrainian $17 million acquisition of JSC Tysagaz, a Ukrainian oil and gas company with production and exploration licenses in Western Ukraine.
Abu Dhabi National Oil Company: Advising on one of the world’s largest petrochemicals projects: the multibillion-dollar expansion of the Borouge plant at Ruwais in Abu Dhabi. We drew on the combined skills of our energy and technology teams, one of the largest and longest established practices in the Emirate and the Middle East region. Borouge is a joint venture of the Abu Dhabi National Oil Company and Austrian petrochemicals giant Borealis.
Dubai-based energy company: Advising on the acquisition of the majority stake in a Turkish energy generation company, which will develop a 800 megawatt combined cycle natural gas power plant in Kirikkale, Turkey.
Alba Group: Advising on the establishment of a joint venture in Turkey, which will focus on waste management, including establishing and expanding separate collection of recyclable materials regarding private households and commercial and industrial waste in Istanbul; as well as marketing and trading of such wastes.
Arawak Energy: Advising on its listing on the London Stock Exchange.
Ataç Holding: Advising on the establishment of a 50 percent joint venture with Boydak Enerji for the green field development of seven hydropower plants in the Black Sea Region of Turkey with a total capacity of 144 megawatts.
AXA Private Equity: Advising on the MBO and financing of the Phönix/Strack Group; our team of M&A and private equity specialists advised on all aspects of the deal involving this leading, German-based manufacturer of high-quality speciality valves which supplies blue-chip customers in the energy, petrochemicals and chemicals industries around the world.
Axtone sp. z o.o.: Advising a Polish expert in impact energy absorption technology for rail vehicles on its acquisition of 100 percent of the shares in Langen & Sondermann GmbH & Co. KG (L&S) from its family owners and managing director, Dieter Schmidt. L&S is a leading European provider of coil and leaf springs for rolling stock in the railway industry. Axtone is a portfolio company of private equity firm IK Investment Partners. Our private equity team advised Axtone on a broad number of legal areas across three different jurisdictions.
Berlinwasser International AG: Advising on the sale of their share in Berlinwasser China Holding Limited (BCH); BCH operates several wastewater disposal systems in China. The acquirer of the shares is the former majority shareholder Metito Utilities China Holding Limited. Berlinwasser International AG is a 100 percent subsidiary of Berlinwasser Holding AG, a company held by the federal province of Berlin as well as RWE and Veolia. The Dubai-based Metito is a leading provider of intelligent water management solutions in emerging markets.
BP Canada: Advising on the sale of Natural Gas Liquids (NGL) business to Plains Midstream Canada ULC, a wholly owned subsidiary, for CA$1.67 billion. This is the most recent of several billion-dollar-plus transactions where Dentons has partnered with BP. The NGL business owns, operates and has contractual rights to a wide range of assets from both production and distribution functions, from extraction though to wholesale distribution of NGL products across Canada and in the Midwest United States.
BP Canada Energy Company: Advising on a transaction where Devon NEC Corporation (Devon) acquired a 50% interest in BP's Pike oil sands properties for consideration of CA$650 million. BP and Devon entered into a joint venture agreement for the development of those properties, which will be operated by Devon.
Cadogan Petroleum plc: Advising a UK-registered oil and gas company with onshore assets in Ukraine on its £150 million IPO and listing on the main market of the London Stock Exchange.
Capital Power: Advising on the completed sale of 9.2 million common shares of Capital Power to EPCOR at an offering price of C$24.40 per common share for aggregate gross proceeds to EPCOR of C$224,480,000. The aggregate offering was comprised of an offering of 8.2 million common shares at C$24.40 per share together with the underwriters’ exercise of an over-allotment option for the sale of an additional one million common shares at C$24.40 per share. The underwriting syndicate for the offering was co-led by CIBC World Markets Inc. and RBC Capital Markets. EPCOR’s wholly owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities, and infrastructure in Canada and the US. EPCOR is headquartered in Edmonton, AB. Capital Power is a growth-oriented North American power producer, also headquartered in Edmonton, AB. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,300 megawatts of power generation capacity at 16 facilities across North America. An additional 487 megawatts of owned wind generation capacity is under construction or in advanced development in British Columbia, Alberta and Ontario.
Capital Power Income L.P.: Advising in connection with its acquisition of all of the outstanding partnership units of CPILP held by unitholders of Capital Power Income LP (CPILP) other than Capital Power Corporation (CPC) and the acquisition of all of the shares of CPI Investments Inc. (an entity jointly owned by EPCOR Utilities Inc. and CPC) which entity owned approximately 29% of the outstanding units of CPILP, pursuant to a plan of arrangement under the Canada Business Corporations Act. The partnership units were acquired for CA$19.40 in cash or 1.3 Atlantic Power common shares for a purchase price of approximately CA$1.1 billion which was satisfied by the payment of CA$506.5 million of cash and the issuance by Atlantic Power of approximately 31.5 million common shares. In connection with the closing of the acquisition, CPILP sold its two North Carolina biomass plants to CPC for a purchase price of approximately CA$121 million, certain CPC employees, including those working at the CPILP plants became employees of Atlantic Power and management contracts whereby subsidiaries of CPC provided management services to CPILP were cancelled.
Cub Energy Inc.: Advising a Canadian TSXV-listed company focusing on the exploration and development of oil and gas reserves in Eastern Europe, formerly known as 3P International Energy Corporation, on the acquisition of JSC Tysagaz, a Ukrainian oil and gas company with production and exploration licenses in Western Ukraine. With this acquisition the client expanded its operations in Ukraine.
EDF EN Canada Inc.: Advising on the sale to Enbridge Inc. of a 50 percent undivided interest in the 300 MW Lac Alfred wind project. The project, which will entail investments of approximately CA$700 million by both co-owners, is located 400 kilometers north east of Québec City in Québec’s Bas-Saint-Laurent region and will consist of 150 wind turbines supplied by REpower Systems SE. EDF EN Canada Development Inc. will lead and manage the construction phase under a fixed price, turnkey engineering, procurement and construction (EPC) agreement. EDF EN Canada Inc.’s operation and maintenance affiliate, enXco Service Canada Inc., will provide long-term operations and maintenance (O&M) services to the project. Hydro-Québec will buy the power under a 20-year power purchase agreement (PPA) and construct the 30 km transmission line to connect the project to the grid under an interconnection agreement.
EDF Energy: Advising on the acquisition, by way of a share sale, of an on-shore 144 MW wind farm in the Scottish borders.
Energia-Overseas: Advising a Russian client in DIP financing and funding the reorganization plan through the acquisition of 95% of the common stock of Sea Launch Sàrl, successor to Sea Launch Company, LLC. Sea Launch is the world’s only provider of commercial satellite launch services using a mobile sea platform. EOL’s $155 million equity investment and $45.7 million DIP loan conversion allowed Sea Launch to emerge from Chapter 11 and migrate from Delaware to Luxembourg and establish operations in Bern. The investment required the Committee on Foreign Investment in the United States (CFIUS) approval as well as Luxembourg and Swiss approvals.
GDF SUEZ Energy Romania: Advising on the acquisition of its first wind energy project in Romania, located in Gemenele commune, Braila county. The project required expertise in numerous sectors–energy, M&A and real estate–including the regulation aspects related to these practice areas.
Lufkin Ind: Advising the Texas-based integrated oilfield equipment producer and services provider to close a major real estate acquisition in Ploiesti, the center of Romania’s oil industry. Also advising on obtaining state aid incentives worth €28.1 million in order to develop a greenfield manufacturing plant in Ploiesti, the company's first facility in Eastern Europe as well as on leasing prime office space for its Eastern Hemisphere regional hub in Romania.
Lukoil: Africa is one of the world's most exciting emerging markets. We have a presence in 21 African countries as well as dedicated Africa energy lawyers based outside of the continent. This formula has delivered a track record of success right across Africa. As a result of this track record in Africa Dentons was instructed by Lukoil Overseas (Lukoil) to advise on various prospective upstream and corporate transactions in West and Central Africa. Dentons worked closely with its associate offices to provide jurisdiction specific advice in order to assist Lukoil with its strategically important African investment opportunities.
MENA Infrastructure Fund: Advising on its acquisition of GDF Suez's 32 percent equity stake in Oman's United Power Company S.A.O.G.
OJSC Atomenergomash: Advising a subsidiary of Rosatom, the Russian State Atomic Energy Corporation, on its acquisition of a controlling stake of OJSC Energomashspetsstal, one of the leaders in the power machine-building industry in Ukraine.
Oman Power and Water Procurement Company: Advising in connection with the development of an independent water project in Al Ghubrah. Our comprehensive suite of services included formulating project risk allocation, advising on all aspects of the competitive tendering process and drafting RFP and all project agreements.
ONGC Videsh: East Africa has drawn significant attention from the global oil and gas sector as a result of recent announcements made on large volume gas fields off the coast of Tanzania, Mozambique and Kenya. Amidst these discoveries, Cove Energy plc (Cove Energy), an AIM-traded public company with a stake in a large gas field in offshore Mozambique, put itself up for sale by way of a competitive auction process in January 2012. The sale attracted great interest from potential bidders, including a consortium led by ONGC Videsh Limited (OVL). As a result of its proven track record in the oil and gas sector and M&A experience in Mozambique, SNR Denton was picked to advise OVL on its participation in the Cove Energy sale process.

Dentons was responsible for conducting the Phase I legal due diligence into Cove Energy's Mozambique, Kenyan and Tanzanian assets, identifying the key concerns for OVL as a potential bidder in a takeover of Cove Energy. Working closely together with its associate offices in Mozambique and Kenya, Dentons advised on issues including local regulatory law, competition law, contractual provisions under joint operating agreements, exploration and production concession contracts, farm-out agreements and corporate law.
OMV: Assisting in negotiating and signing the transaction documentation for OMV’s acquisition of 54.17% of the shares of Petrol Ofisi, the largest Turkish petroleum retailer covering a network of 3300 gas stations across the country. This transaction supported OMV’s strategy of further enhancing its leading position in the European growth belt.
PSE Operator: Advising on the €120 million acquisition of a power interconnection between Poland and Sweden (SwePol Link) by PSE Operator (50 percent) and Svenska Krafnat (50 percent). The facilities consist of converter stations in Sternö (Karlshamn, Sweden) and Slupsk (Poland), as well as a submarine pole cable and return cables. The capacity of the link is 600 megawatts. The interconnection was initially operated by special purpose companies and following acquisition by PSE Operator and Svenska Krafnat became an inter-TSO project improving power grid stability in Poland and Scandinavia.
Rayburn Country Electric Cooperative, Inc.: Serving as legal advisor in its $215 million purchase of a 25% undivided interest in Calpine Corporation’s 1,038 MW Freestone Energy Center; and negotiated two acquisition financing loan agreements (each with a separate lender), which closed in conjunction with the asset purchase closing.
RWE Dea: It is a commonly held view amongst industry commentators that the Caspian Sea region will play a crucial role in future security of supply to the European energy market. Recognising this, RWE have become a market leader in the region, and in 2009 acquired a licence block covering an area of over 900km2

RWE Dea have been developing this asset ever since, and as a full service energy law firm, Dentons have assisted this development at every turn by deploying experts across a variety of sectors ranging from oil and gas lawyers to procurement specialists, liaising with our professionals on the ground in Central Asia to offer an unrivalled combination of both industry expertise and local knowledge.

RWE Dea are now looking to monetise their asset, and the drilling of one exploration well is planned for 2013. As a result, RWE Dea once again decided to contact Dentons' market leading Oil and Gas team.

Drilling rigs are in short supply the world over, and are becoming more expensive by the day. However with RWE Dea’s vision and the expertise and industry knowledge of Dentons, we are advising on a rig sharing agreement and drilling contracts that will provide RWE Dea with the most efficient and cost effective access to drilling assets. Minimising risk and maximising value.
Spanish engineering consortium operating: Advising on a joint venture project related to the development of a nuclear power reactor located in France. Our tax teams in Spain and France advised the client on the tax treatment of the joint venture, on the establishment of a branch in France, and on the tax implications for the seconded employees. We successfully dealt with complex CIT liability, VAT, PIT, a double tax treaty between France and Spain, and sophisticated permanent establishment issues. We helped the client to reduce tax burdens by avoiding paying double taxation in France and Spain. We also helped the client organize the arrangements between the members of the consortium.
The Marguerite Fund and EnerCap Power Fund: Advising on the acquisition of 50% and 30% respective stakes in an 80 MW wind farm located in South-East Romania from Cyprus-based developer EP Global Energy, which remains a 20% shareholder. The transaction marks the first investment in Romania for either The Marguerite Fund or EnerCap Power Fund. The wind farm is expected to start commercial operations in early 2014.
Total, SA: Advising one of the world’s largest publicly-traded integrated oil and gas companies on the sale of its French solar energy subsidiary Tenesol S.A. to SunPower Corporation, a Silicon Valley-based manufacturer of high-efficiency solar cells, solar panels and solar systems.
Total, SA: Advising in connection with the sale of its French solar energy subsidiary Tenesol to SunPower Corporation, a US company listed on the Nasdaq stock exchange, for US$165.4 million. Tenesol is a leader in the French market for large industrial and commercial solar installations, with operations in 18 countries and solar panel manufacturing facilities in France and South Africa.
Turkey's first liquefied petroleum-gas distributor: Advising on the negotiation and signing of the Asset Purchase Agreement related to Ipragaz's acquisition of the cylinder and bulk LPG businesses of Shell Gas in Turkey. With this acquisition,the client becomes the second biggest company in LPG sales in Turkey, following Aygaz.

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