White & Case
  Oil & Gas

Today's oil, gas and petrochemical industries reach into every corner of the globe—and into challenging markets and practice areas where White & Case has a depth of resources and professional experience. Our clients rely on White & Case's global Oil & Gas Industry Group to mobilize multidisciplinary teams of lawyers with a deep understanding of all aspects of the oil & gas business. Our worldwide team of dedicated lawyers has grown with the oil & gas industry across every frontier. With that growth, we have developed enduring and wide-ranging relationships with industry participants across the hydrocarbon value chain, including leading national oil companies, international oil companies and financial institutions.

Legal Services for the Oil & Gas Industry

We provide our clients with efficient and innovative solutions to their commercial, legal, regulatory and structural challenges, including:

  • Designing and implementing upstream oil and natural gas bid rounds, obtaining or granting access to upstream acreage, farm-ins and farm-outs, joint operating arrangements and advising on oil field service contracts.
  • Project development and financing of large-scale field developments, including sponsor agreements such as project development agreements and drill rig, platform, service vessel and FPSO development and financing.
  • Midstream and downstream projects, such as LNG, refining, petrochemical and power, including: advising on partner evaluation and selection; shareholder, supply and sales agreements; utility, industrial gas and logistics agreements; and corporate and project financing arrangements.
  • Natural gas, crude oil and product pipeline development and financing.
  • Crude oil, natural gas, NGL, condensate, LNG, refined product and petrochemical product sales.
  • Construction contracting using all forms of EPC and construction management contracts and appearing in a variety of arbitral and court jurisdictions in connection with construction disputes.
  • Mergers, acquisitions and joint ventures, particularly in the upstream E&P, refinery and petrochemical sectors.
  • Bank and capital markets financing transactions in international and regional markets to support working capital and other financial programs.
  • Specialized subject-matter expertise, such as the impact of WTO and trade agreement commitments; assessments of antitrust and competition law; tax advice regarding structures and sales across various jurisdictions; and advice on employment arrangements, particularly in respect of executive employment.
  • Arbitration and dispute resolution across a range of jurisdictions and legal systems involving sales contracts, antitrust challenges, upstream rights and related matters.
  • Intellectual property, including evaluation and acquisition of technology licenses and obtaining patents and sales of technology.

Experience

Liquefied Natural Gas (LNG): We have been involved in almost all projects developed over the past three decades in the international LNG business, large and small, and are currently involved in leading projects in all regions of the world. Our lawyers understand the LNG business and the complex coordination required, at all stages of the LNG chain, to ensure a project's success. We are actively involved in upstream and LNG plant development and financing, LNG shipping and ship finance, LNG SPAs and gas sales agreements, LNG receiving facilities and environmental concerns. We have acted for all of the different kinds of participants in LNG projects, including project developers, governments and national oil companies, investors, lenders, offtakers transporters and construction contractors, and, therefore we have a broad perspective on the industry and the commercial and legal challenges that its participants face. Representations include:

  • Seven Japanese utilities in their equity investment in, and long-term purchase of, LNG totaling 4.77 million tons-per-annum, from the Ichthys LNG project, Japan's single biggest investment in Australia.
  • Freeport LNG with respect to each of the three separate debt financings and three separate equity financings of Freeport LNG's three-train natural gas liquefaction facility to be co-located with its existing regasification facility in Texas.
  • Commercial lenders in the second-phase financing of the US$20 billion Sakhalin 2 LNG project in Russia.
  • Brass LNG Limited (whose shareholders are Conoco Phillips, Total, Eni and NNPC) in connection with the financing of its two-train 10 MMTPA onshore liquefaction plant in Brass Island, Bayelsa State in Nigeria's Central Niger Delta.
  • Qatargas 2, 3 and 4 projects:
    • Qatar Petroleum and ExxonMobil Qatargas Inc. in connection with the financing of the
      US$11.2 billion Qatargas 2.
    • Qatar Petroleum and ConocoPhillips in connection with the US$5.6 billion financing of the
      Qatargas 3.
    • Qatar Petroleum and Shell in connection with the financing of the US$6 billion Qatargas 4.
  • Tokyo Electric Power and its partners JOGMEC, Mitsubishi Corporation and Nippon Yusen Kabushiki Kaisha, in connection with the acquisition of an eight percent interest in the Wheatstone LNG project, the largest equity investment to date by Japanese off-taker interests in an LNG project.

Refinery and Petrochemical Projects: We advise national and international oil companies and lending institutions with respect to refining and petrochemical projects on a global basis. Representations include:

  • Braskem Idesa, S.A.P.I. in securing US$3.2 billion in financing for the Etileno XXI project, a US$4.5 billion integrated petrochemicals project located in Mexico. The project was the largest deal to close in Mexico and Latin America in 2012.
  • Saudi Aramco on all of its major refinery and petrochemical projects over the past 25 years:
    • Development of two grassroots full-conversion oil refineries to be located in Yanbu, Saudi Arabia (on a joint venture basis with Sinopec) and Jubail, Saudi Arabia (on a joint venture basis
      with Total).
    • Its joint venture with The Dow Chemical Company to build and operate a US$20 billion chemicals complex in Saudi Arabia, one of the largest integrated chemicals complexes in the world.
    • The Fujian refining and ethylene joint venture project, a world-class integrated refining and chemicals complex in China.
    • Joint ventures involving refining and marketing assets in Saudi Arabia, the United States, South Korea, the Philippines and Japan.
  • Egypt Hydrocarbon Corporation in connection with the US$350 million project financing for the construction and operation of a nitric acid and ammonium nitrate complex in Egypt.
  • Kazakhstan Petrochemical Industries in connection with the development and financing of phase I of a petrochemical facility in Kazakhstan and a US$1.4 billion loan from the Development Bank of Kazakhstan.
  • Lenders on the groundbreaking US$1.2 billion financing of Indorama's nitrogenous fertilizer complex in Rivers State, Nigeria, the largest fertilizer plant in Africa.
  • Project company and the sponsors (United Chemicals Company, SAT and LG Chem) in connection with the US$4 billion development and financing of a petrochemical facility in Kazakhstan.
  • RusVinyl LLC and transaction sponsors in the €750 million project financing of a polyvinyl chloride (PVC) plant in Russia.

Pipeline Projects: We have unparalleled pipeline system expertise representing sponsors, including numerous private sector companies and national oil companies, and financiers in the financing and development of pipeline projects. Representations include:

  • Beineu Shymkent Pipeline in connection with the US$1.8 billion financing of the construction of a gas pipeline in Kazakhstan by China Development Bank.
  • NET4GAS in connection with the construction of a 160- kilometer gas pipeline (Gazelle) in the Czech Republic, a continuation of the Nord Stream and Opal transmission lines.
  • Nord Stream AG, the joint venture project company, and the sponsors in the approximately €9 billion construction and development of the Nord Stream pipeline, two 1,220 kilometer subsea offshore gas pipelines that extend from Russia to Germany through the Baltic Sea.
  • US Ex-Im Bank connection with the US$4 billion project financing of the Chad-Cameroon oil pipeline.

Oil & Gas Mergers and Acquisitions: With a global M&A team of more than 500 lawyers, we are one of the few law firms with the global capacity and expertise to provide assistance to public and private sector oil & gas clients, together with financial institutions, on mergers and acquisitions worldwide. Representations include:

  • AAR Consortium on the US$28 billion sale of its 50 percent stake in TNK-BP to Rosneft.
  • Acergy S.A. in its combination with Subsea 7 Inc. to create a US$8.8 billion global leader in seabed-to-surface engineering and construction.
  • Hess Corporation in an agreement with OAO LUKOIL to sell 100 percent of its Russian subsidiary
    Samara-Nafta for a total consideration of US$2.05 billion, and in its acquisition of American Oil & Gas for US$458 million.
  • Saudi Aramco in the proposed US$1.3 billion merger of the fleet and operations of its wholly owned subsidiary, Vela International Marine Ltd., with the National Shipping Company of Saudi Arabia (Bahri).
  • The Standard Bank of South Africa on a US$765 million bridge financing and guarantee facility in connection with the acquisition of a 45 percent interest in OML 30, a major onshore oil producing block in Nigeria.
  • TNK-BP in the US$1.8 billion acquisition of BP's upstream and pipeline assets in Vietnam and Venezuela.

Oil & Gas Capital Markets: Corporate and financial clients in the oil & gas sector turn to us for assistance because of our deep understanding of the industry, as well as our experience with the specific disclosure requirements applicable to oil & gas securities offerings. Representations include:

  • JSC KazMunaiGas Exploration Production in its IPO and admission to the London Stock Exchange's Main List, raising US$2.03 billion (the largest IPO in Kazakhstan's history).
  • Mexichem in a US$1.1 billion notes offering, a US$350 million tender offer and a US$1.25 billion
    share offering.
  • Morgan Stanley & Co. in connection with an offering by W&T Offshore, Inc. of US$450 million of its 8.25% senior notes; the initial purchasers in a Rule 144A/Regulation S offering of US$700 million of 5.25% senior secured notes by QGOG Atlantic/Alaskan Rigs Ltd.
  • Hess Corporation in a registered public offering of US$750 million senior unsecured notes underwritten by Goldman Sachs, J.P. Morgan and Morgan Stanley and in a subsequent registered public offering of US$1.25 billion principal amount of senior unsecured notes through underwriters led by Goldman Sachs, J.P. Morgan and RBS Greenwich Capital.
  • Qatar Petroleum on a JPY 85 billion (approximately US$1 billion) Samurai bond offering in Japan.
  • Queiroz Galvao Exploracao e Producao S.A. in its US$778 million international initial equity offering, the largest Brazilian IPO in 2011.

Oil & Gas Financings: We are a global leader in financings in the oil & gas sector. Our deep expertise is built on our long-standing representation of numerous national and multinational oil companies and on the strength of our projects practice, which is consistently ranked among the best. In 2013, we were named "Law Firm of the Year for Projects & Energy" by Chambers Global. Representations include:

  • Qatar Petroleum and Exxon Mobil, as sponsors, on the successful closing of its US$10.3 billion Barzan Gas Project in Ras Laffan Industrial City. At the time of closing this was the largest single financing project ever undertaken in Qatar.
  • Numerous large-scale project financings, including the award-winning Etileno XXI petrochemicals project, PetroRabigh, the Qatargas 2, 3 and 4 projects, Sakhalin 2 (Phase 2) and the Nord Stream pipeline project.
  • Lead arrangers in the financing of the US$1.7 billion Norbe VIII and Norbe IX offshore oil drillships.
  • Lead arrangers in the financing of the FPSO OSX-2 (Floating Production Storage and Offloading) vessel. The project was sponsored by OSX 2 Leasing B.V., with a total project cost of US$1.1 billion, and the vessel is chartered to OGX Petróleo e Gás Ltda. for 20 years for use in the Waimea Complex offshore Brazil.
  • Lead arrangers in the approximately US$900 million financing of the Amaralina Star and Laguna Star drillships. The vessels are chartered to Petrobras for oil exploration and production activities off the coast
    of Brazil.

Oil & Gas Disputes: The Firm's dispute resolution group is widely recognized as preeminent in its field and has helped major players in the oil & gas sector successfully resolve disputes involving a variety of arbitral and court jurisdictions. Representations include:

  • ConocoPhillips before the US Supreme Court, which denied a petition for certiorari filed by plaintiffs in a case involving price-fixing claims.
  • Hess Corporation in defeating putative shareholder class action lawsuits filed in US state and federal courts challenging its acquisition of American Oil & Gas.
  • Government of Bulgaria in an ICSID arbitration, PLAMA v. Bulgaria, arising out of the privatization of a refinery project (case dismissed).
  • A Middle Eastern oil company in an ad hoc arbitration relating to the acquisition of oil interests in Central Europe.
  • Numerous disputes under long-term European gas sales agreements.
  • A super major in a PSA dispute in the former CIS, coupled with two pre-emption disputes with the Republic's national oil company, resulting in a substantial settlement with the state and a separate award of damages in favor of our client.
  • Saudi Aramco in construction arbitrations and litigation in US courts and dismissal of all complaints in In re Refined Petroleum Products, a series of nationwide class actions challenging the activities of OPEC and its members under the US antitrust laws (the decision of the district court was affirmed by the Fifth Circuit Court of Appeals and the US Supreme Court denied certiorari).
  • The successful motion to dismiss complaint against TNK-BP and TNK for alleged misappropriation of interest in a Russian oil company (claims dismissed under the Racketeer Influenced and Corrupt Organization (RICO) Act).