ENERGY AND INFRASTRUCTURE

General

China Merchants Group

Advising on joint venture for port development and operation, assisting in the entire process to conclude a joint venture agreement with Vinalines, and subsequently with the addition of PetroVietnam, for the development of a large-scale US$1 billion sea port in Ba Ria-Vung Tau.  Continued to assist the Group in various investments supporting the port project.

Undisclosed insurance company
Acted for a foreign financial institution, the guarantor of a US$2 billion credit facility for a 1,200 MW coal power project located in Nam Dinh Province; it involves a complex financing structure and a substantial number of contracts (eg, EPC contracts, PPA, BOT contract, Government’s arrangement fee, loan agreements, security documents, land lease agreements, coal supply agreement, etc).

Gazprom
Served as outside counsel and provided broad representation to Gazprom on a wide range of licensing, internal corporate and external issues, that arose from its oil and gas operations/projects in Vietnam.  [Sanctions free]
Medco Energi
Acted as Vietnam counsel along with Skadden Arps, Slate, Meagher & Flom in respect of issuance of a US$650million corporate bond by an Indonesian oil company secured in part by client’s Vietnam oil and gas assets.

Energy Capital Vietnam
Acting for ECV which will build a 3,200 MW LNG power plant. We have assisted in the MOU process, advised on steps to license, advised on legal issues, investment forms, commented on feasibility study, prepared and reviewed documents for government submission, formed local entity, and otherwise assisted in all preliminary steps.

Undisclosed, foreign bidder

Advised and assisted to review tender documents and to prepare its bid for the signaling package of Contract Package 3 of the Ho Chi Minh City Urban Railway Construction Project/ Ben Thanh – Suoi Tien Section (Line 1) invested by the Ho Chi Minh City Management Authority for Urban Railways.

JRP

Assisted the foreign contractor participating in a joint-name sub-contracting package, to review construction contracts with the Southern Airports Corporation of Vietnam as part of the renovation of Lien Khuong Terminal in Lam Dong Province.

Mining Projects

[Undisclosed Belgium investor]
Assisted a foreign investor to acquire two limestone mining projects in the North.  The first project is located in Haiphong (with capacity of 60,000 tons per year).  This project was in the construction phase.  The other project was situated in Thanh Hoa Province. This project was operating, and divided into two phases of development. The capacity of the second project is 200,000 tons per year.

Notable Non-renewable Energy Matters

Undisclosed client
Acted for a foreign financial institution which will provide overseas investment risk insurance for a 1,200MW coal fired power project in Hai Duong Province. The Project is invested in the form of a Build Operate Transfer Project. Comment on Government guarantee, security arrangements and on complex land arrangements.

Renewable Energy, Solar, Wind Power, Waste-to-Energy Matters

Undisclosed client
Assisted a foreign fund and a Japanese bank in their joint investment (in the form of equity-linked notes) in approximately 15 separate, mixed solar and wind projects, each in a unique Vietnamese company and totaling approximately 1,000MW.

Ayala Energy
Assisted Ayala Energy (Ayala Group) in a joint venture with local investors for the development of two 50MW solar power projects in Khanh Hoa and Binh Thuan Provinces, and a wind power project in Quang Binh Province; prepare and negotiate investment agreement, joint venture contract and other project documentation; undertake regulatory process to obtain approval of their foreign investment and involving the infusion of foreign capital.

Assisted  Ayala Energy (Ayala Group) in a joint venture with a large Vietnamese developer in connection with two solar power projects totaling 350MW in Binh Thuan Province; advised on project formation, development phases, investment procedures, foreign exchange issues; prepared  and negotiated investment agreements, joint venture contract and other project documentation; assisted in private placement of different tranches of ordinary shares and preferred shares to Ayala Energy; assisted to review and negotiate project finance documentation.

Pacifico
Prepared, negotiated and coordinated documentation to acquire a significant stake in the project company for a 40MW solar power project in Binh Thuan Province; assisted the project company to review EPC contract with a foreign contractor. Subsequently, assisted Pacifico to sell a portion of its interest in the project to a foreign fund.

Advised on corporate structure, project formation, tax and investment incentives for solar and wind projects; conducted due diligence investigations for potential investment in solar projects in Ninh Thuan Province, (30MW) and two additional solar projects (50MW and 40MW) in Binh Thuan Province.

Assisted Pacifico to acquire a wind power project in Ben Tre Province; assisted the project company to review EPC contract, turbine supply agreement, and other ancillary agreements during the construction stage.

Undisclosed investors

Assisted potential investors in two waste-to-enger projects located in the North (under construction with the waste-processing capacity of 1,500 tons each per day). 

Undisclosed investor
Assist a foreign corporation specialized in WTE development in due diligence review and structuring for investment in a waste-to-energy project in Ho Chi Minh City (currently operating a waste treatment plant with the capacity of 2,000 tons per day).

Undisclosed investor

Assist a foreign State-owned corporation specialized in nuclear power and alternative energy in due diligence review, deal structuring, regulatory advisory and acquisition of a 50MW wind energy project in Quang Binh province.

Limes Renewal

Assist in various matters involving several solar and wind energy projects across Vietnam, including due diligence, regulatory advisory, joint development agreements with local partners.

Undisclosed investor
Assisted a foreign investor to conduct due diligence reviews on two solar projects (with a total capacity of 100 MW) for project financing purposes, focusing on licenses, permits, power purchase agreements and land matters.

Ranemoi Energy Pte Ltd
Advised on basic business model, corporate structure and applicable taxes for wind and solar projects under consideration.

Undisclosed investor
Assisted investor with a commitment from a local province for land, in a potential solar power project; assisted in structuring the investment, including working with local governmental agencies and higher competent authorities to revise feed-in tariff (parties eventually failed to conclude negotiations satisfactorily, resulting in abandonment of the project).

Hydro Power Matters

Posco (Korea)
Acted in a proposed acquisition of a hydropower plant, including extensive legal due diligence investigation of the plant under construction, legal advice on all issues relevant to investment and operation of the plant, and assistance in working with competent government authorities in respect of licensing, investment and related issues.

Undisclosed investor from Indonesia
Advised on legal framework for investment in hydro power plants, including public-private partnership framework, power purchase agreement, and advised on potential acquisition of several hydro power plants held as collateral in favor of banks.

Other Notable Energy Related Matters

Dubai Ports/DP World
Acted with Linklaters as borrower’s counsel in a US$100 million syndicated financing of the construction of its approximately 1,000-meter container port terminal 70% owned by Dubai Ports, and continuing to act in the recent complex restructurings of the facility. The facility involves comprehensive security arrangements, including equity mortgages and shareholders funding subordination.  More recently we have worked with Clifford Chance in a restructuring.

Ayala Group
Acted for Ayala Group in a strategic investment in CII (leading infrastructure investment group), including due diligence reviews in respect of various infrastructure projects (Hanoi Highway, Saigon Bridge, Binh Trieu Bridge, Rach Chiec Bridge, etc.) of CII; preparation and negotiation of transaction documents; advice on issues under Vietnamese law; assisted in closing of investment.

Castle Harlan, Inc, CHAMP Private Equity Pte Ltd and Lime Rock Partners
Acted along with Chamberlain, Hrdlicka, White, Williams & Aughtry for a group of foreign investors in connection with their acquisition of a fleet of offshore drilling rigs from Transocean Inc of which two rigs were located in Vietnam.

PVGas
Advise PVGas, a state-owned company, on matters involving an EPC contract for an offshore pipeline project.

EVN
Advise EVN, a state-owned enterprise, on construction and bidding matters relating to its transmission line and power projects.

Undisclosed fund
Acted for a foreign fund to acquire a significant number of shares in PVD, a subsidiary of PetroVietnam.

Oil States Industries (Asia) Pte Ltd (OSI)
Assisted OSI in a joint venture with Petroleum Trading and Drilling Technical Service Company Ltd, which is a subsidiary of PetroVietnam. Prepared joint venture documents to manufacture, supply and thread API pipe connections.

PV Drilling
Acted as borrower’s counsel in the US$115 million syndicated financing of the purchase of a drilling rig/jack-up platform by an affiliate of the state-owned corporation, Vietnam Oil and Gas Group (PetroVietnam).

Undisclosed client
Assisted in relation to the client’s potential wind power project in Binh Thuan Province up to the stage of obtaining a foreign contractor license (ultimately, project did not go forward).

Stone and Webster
Acted independently for EPC contractor in proposed investment in a private power plant to serve the Cai Mep Industrial Park in Ba Ria-Vung Tau, including drafting, reviewing off-take agreements, power purchase agreements, financing documentation.

Kreditanstalt für Wiederaufbau and Deutsche Investitions-Und Entwicklungsgesellschaft MBH
Acted in respect of the financing, restructuring and expansion of a private power project near Ho Chi Minh City, including review, comment, revision and drafting of documentation.

Undisclosed Japanese bank
Acted as Vietnam counsel for the bank to provide overall financing for its client, an intended investor in the Nam Con Son gas pipeline project, including review, comment, revision of documents, and assessment of the project’s planned compliance with environmental standards. The bank’s customer disposed of its interest shortly before closing and our representation terminated.

Technip
Acted on behalf of a consortium member in respect of the engineering and design contracts for the Dung Quat refinery construction project; related due diligence work.

Expo International
Assisted in Vietnam-related work under the global acquisition of Production Tester’s oil well assets, including stake in joint venture with PetroVietnam in Vietnam, conducted due diligence review of Vietnam assets and prepared acquisition documentation.

Manila Water
Acted for Manila Water in various strategic investments in water treatment and distribution plants in Ho Chi Minh City, Thai Nguyen Province, Lam Dong Province, including conducting due diligence reviews of the target plants, preparing and negotiating transaction documents, coordinating closing work.