Sean Johnson | White & Case LLP International Law Firm, Global Law Practice
Sean Johnson
Sean Johnson

Sean Johnson

Partner, Dubai, Washington, DC

T +971 4 381 6277 (Dubai)

T +1 212 819 8511 (New York)

T +1 202 626 3614 (Washington, DC)

E [email protected]

Sean Johnson is an innovative, award-winning partner in the Firm’s Capital Markets group.

Overview

Sean's practice focuses on project finance, including project bonds and traditional bank finance; high yield debt, including high yield bonds, incurrence covenant loans and corporate restructurings; and Middle Eastern debt and equity offerings, including sovereign and quasi-sovereign issuances.

He collaborates closely with our bank finance and project finance teams to deliver innovative and integrated financing solutions to our clients. As an experienced team leader, he works with global teams to steer highly complex international transactions to completion.

Prior to joining White & Case in 2010, Sean practiced in the London and Los Angeles offices of another leading international law firm, where he worked with clients including RasGas, Nakilat, the State of Qatar, JPMorgan and Credit Suisse.

Bars and Courts

  • California State Bar
  • District of Columbia Bar

Education

  • JD, UCLA School of Law
  • Georgetown University

Languages

  • English

Experience

Nord Stream pipeline private placement, 2017

Representation of Nord Stream AG as project company on the partial refinancing via two replacement loans from an intermediate company funded by €628 million of privately placed ten-year fixed-rate secured notes. The project construction was funded in two phases in 2010 and 2011 with a debt package including two commercial bank facilities, which have both been fully prepaid by the transaction.

Emirates Sembcorp $400 million bond offering, 2017

Representation of Emirates Sembcorp Water & Power Company PJSC, as the issuer of the US$400 million Reg S/Rule 144A bond used for the refinancing of the c. US$2 billion combined cycle power generation and seawater desalination plant in the Emirate of Fujairah with 760 MW of contracted net power capacity and 130 MIGD of net water capacity (comprising 67.5 MIGD of reverse osmosis desalination capacity and 62.5 MIGD of multi-stage flash desalination capacity).

ADNOC inaugural issuance of $3 billion senior secured bonds, 2017

Representation of Abu Dhabi Crude Oil Pipeline LLP, a wholly owned subsidiary of Abu Dhabi National Oil Company (ADNOC), on the inaugural issuance of $3 billion senior secured bonds. The Rule 144A/Regulation S bonds were the first capital markets issuance by the ADNOC group and part of ADNOC's program to monetize its mid-stream assets. The bond issuance was also one of the largest non-sovereign bond issuances in history in the Middle East.

Cydsa US$330 million 6.25% Senior Notes, 2017

Representation of Cydsa, a Mexican company that operates in the chemicals, power cogeneration and hydrocarbon storage sectors, in connection with its Rule 144A/Regulation S offering of 6.25% US$330 million Senior Notes due 2027.

Campo Palomas wind farm private placement, 2017

Representation of Invenergy LLC (as sponsor) and Nicefield S.A. (as borrower) in connection with the refinancing of the existing bank financing provided by IIC/IDB and DNB of the borrower's 70 MW wind farm project located in Campo Palomas, Uruguay. The refinancing consisted of an A loan of approximately US$4.4 million, to be provided by the IIC to the borrower for IIC's own account, and a B loan of approximately US$136 million to be provided by IIC to the Borrower on behalf of an orphan SPV issuer through a participation agreement funded through the issuance of notes offered and sold in the United States through a private placement with DNB acting as placement agent. The notes were rated Baa3 by Moody's. This tax structure (akin to "loan participation notes") was the first of its kind in Uruguay and the second of its kind ever with IIC.

La Jacinta solar farm private placement, 2017

Representation of Invenergy LLC (as sponsor) in an innovative US$68 million hybrid A Loan and B Bond refinancing of Invenergy's 50 MW La Jacinta Solar Farm located in the Salto province of Uruguay. The A/B structure combines traditional A Loan bank financing with a US$64.75 million B Bond private placement under Section 4(a)(2) and Regulation D of the US Securities Act of 1933. DNB Markets Inc. acted as the placement agent. A private arm of the Inter-American Development Bank, IDB Invest, arranged the refinancing, provided the A Loan tranche, and purchased US$3.6 million of the B Bonds.

Newfoundland & Labrador hydro CDN$2.9 billion bond offering, 2017

Representation as US counsel of Nalcor Energy, Muskrat Falls/Labrador Transmission Assets Funding Trust (MF) and Labrador – Island Link Funding Trust (LIL) in connection with offering of CDN$1.85 billion aggregate principal amount of MF Bonds and CDN$1.05 billion aggregate principal amount of LIL Bonds for purposes of financing (i) the construction of the Labrador - Island Link transmission line by LIL Partnership and the operation of the Labrador – Island Link transmission line by the LIL Operating Company and (ii) the construction and operation of the hydroelectric facility and transmission line by the MF LTA Project Companies. The bonds benefit from a guarantee of Canada and were offered in the US pursuant to Rule 144A. TD Securities Inc. acted as the underwriter.

Transmisora Electrica del Norte, 2016

Representation of the senior lenders and fixed rate note purchasers in the long-term financing for Transmisora Eléctrica del Norte S.A.'s development of a 600 km electricity transmission line and related substations connecting the Sistema Interconectado Central (SIC) and the Sistema Interconectado del Norte Grande (SING) of Chile, which will unify most of the country's power grid.

Freeport LNG Train 2 and 3 Project Bonds, 2016

Representation of Freeport LNG in more than US$16 billion of cash equity, mezzanine debt, senior secured bank financings, interest rate hedging transactions and project bond issuances for the first three trains of the Freeport LNG multi–train natural gas liquefaction facility at Quintana Island in Texas. The individual trains comprising the facility are separately owned and financed by subsidiaries of Freeport LNG. To date, our representation has included: a US$925 million mezzanine financing in lieu of equity for train 3; a US$1.25 billion issuance under Rule 144A of investment grade project bonds to partially refinance the commercial bank financing of train 2; and a follow–on US$600 million private placement of such investment grade bonds.

Meerwind Offshore Wind Farm, 2015

Representation of an international syndicate of noteholders, lenders and institutional investors on the €1 billion structured refinancing of German offshore wind farm 'Meerwind', operated by WindMW and controlled by private equity investor Blackstone. It is the first placement of senior secured green bonds for an operational German offshore wind farm and one of the largest issues of green bonds in recent years.

MPM's US$200 million debut offering in the international high yield bond market, 2014

Representation of Deutsche Bank AG as the sole bookrunner and lead manager of PT Mitra Pinasthika Mustika Tbk (MPM)'s debut offering in the international high yield bond market. The Indonesian motorcycle distributor and automotive company issued US$200 million, 6.75% Senior Notes due 2019 through its wholly owned subsidiary MPM Global Pte. Ltd. The notes are guaranteed by MPM and certain of its subsidiaries.

Sadara petrochemical $2 billion sukuk, 2013

Representation of Saudi Aramco in connection with a US$2 billion Sukuk issuance as part of the proposed US$20 billion financing plan for the construction of the Sadara petrochemical complex. The project also includes two additional Islamic bank facilities.

The Republic of Indonesia's offering of US$1.5 billion sukuk certificates, 2013

Sean led the team that advised the Republic of Indonesia in the largest-ever US dollar-denominated Sukuk offering in Asia. The issuance of US$1.5 billion, 6.125 percent Trust Certificates due 2019 reflected the global investment community's strong support for Indonesia's international Sukuk issues, even against a background of volatile markets. The deal won Best Sovereign Bond at FinanceAsia's Achievement Awards in 2013, which recognize the best deals from each of the main markets in Asia.

Ruwais Power Company's US$825,000,000 bonds issuance, 2013

In the first project bond offering in the Middle East independent power sector, Sean led the team that represented Ruwais Power Company PJSC and its sponsors in connection with the Rule 144A/Regulation S offering of US$825 million senior secured bonds due 2036, and the related refinancing of the US$2.3 billion Shuweihat 2 IWPP. The project bond clearly illustrated that the capital markets are a viable source of financing for infrastructure projects, and provided a precedent for others to follow, both in the Middle East and in Europe.

MAS's offering of US$302 million notes, 2013

Sean represented ECGD in connection with its guarantee of the Rule 144A/Regulation S offering of US$302 million notes due 2024 issued by MAS A330 Cayman I Limited, to finance four Airbus A330-300 aircraft on lease to Malaysian Airline System Berhad.

Qatar Petroleum's JPY 85 billion samurai bond offering, 2012

Working closely with partners in Tokyo, Sean advised Qatar Petroleum on its JPY 85 billion (approximately US$1 billion) samurai bond offering in Japan. This was Qatar Petroleum's first ever Japanese yen bond offering and the first yen bond offering by a Qatari entity. The transaction enabled Qatar Petroleum to reach a new class of investors.

The State of Qatar's US$4 billion Sukuk issuance, 2012

Sean jointly led the team that advised the State of Qatar in connection with the US$4 billion Sukuk issuance by SoQ Sukuk A Q.S.C. The offering was the largest US dollar-denominated Sukuk issuance to date, and was comprised of a US$2 million tranche of trust certificates and a further tranche of US$2 billion trust certificates. The transaction showed the strength of investor confidence in the State of Qatar and represented a significant milestone in the development of the sukuk market.

The State of Qatar's offering of US$5 billion sovereign bonds, 2011

Sean advised the State of Qatar in connection with its Rule 144A/Regulation S offering of US$5 billion sovereign bonds, the biggest issuance from the Gulf region in 2011. The transaction won an award in EMEA Finance magazine's annual round of Achievement Awards as Best Sovereign Bond in EMEA. The proceeds of the offering allowed the State of Qatar to fund various infrastructure projects in Qatar, supported the continued growth of Qatar's hydrocarbon sector and provided additional funding for State-owned entities.

Awards & Recognition

Leading Lawyer, Chambers Global 2014

Capital Markets: Debt – United Arab Emirates