Davis Polk has decades of experience working on capital markets and other financing transactions for energy companies worldwide, particularly in the oil and gas and electricity/power sectors, and more recently in the renewables sector. Our clients include several of the most prominent global energy companies, as well as many newer companies looking to position themselves as industry leaders. Indeed, in the past five years, we have been involved in the IPOs of 26 energy companies.

In the United States, we are primary outside counsel for Aventine Renewable Energy, Cobalt International Energy, El Paso Electric Company, Quicksilver Resources and Quicksilver Gas Services, Westar Energy, Western Refining on their capital markets financings. Moreover, we have a significant number of designated underwriter counsel roles, including for AES Corporation, CalDive International, El Paso Corporation, Florida Gas Transmission Company, GMX Resources, Goodrich Petroleum, McMoRan Exploration, Range Resources, SandRidge Energy and Valero Energy.

Our energy industry capital markets expertise is also in demand internationally. In Europe, we have worked on many historic state privatizations. Davis Polk advised on all of the UK’s energy privatizations from 1984 onwards (British Gas, British Petroleum, National Power, PowerGen and British Energy), Spain’s privatization of Empresa Nacional de Electricidad (Endesa) and Repsol, Norway’s privatization of Statoil and Finland’s privatization of Neste Oil (formerly part of energy conglomerate, Fortum). We continue to advise Denmark’s state energy company, Dansk Olie og Naturgas (DONG), on its privatization plans. In Asia, we have worked on the privatizations of China Petroleum & Chemical Corporation (SINOPEC) and India’s ONGC.

Similarly, Davis Polk has broad experience in project and structured financings in the energy industry, particularly in oil and gas sector projects in Central and South America. We have worked on both upstream and downstream projects, including oil field development projects for ExxonMobil; the Hamaca and Cerro Negro project financings in Venezuela; secondary recovery projects for PEMEX; export receivables transactions for PDVSA, PEMEX and Repsol YPF; advance payment and production payment transactions for various financial institution clients; and financings for a number of downstream facilities, including projects by PDVSA and Pequiven. We have long been active in power plant financings, working on projects in U.S., Indonesia, Mexico, Chile and Brazil in recent years. We also have regularly represented Morgan Stanley as a power purchaser or hedge provider to support power plant financings in the United States.

In addition to our transactional work, we also have experience advising clients in connection with internal investigations into oil and gas reserves adjustments. Most notably, we advised the Audit Committee of Royal Dutch Shell in connection with its proved reserves investigation in 2004.

• We advised the administrative agent on the $8.5 billion debtor-in-possession (DIP) financing for Lyondell Chemical, the U.S. subsidiary of LyondellBasell Industries, a Dutch refiner of crude oil and manufacturer of chemicals and polymers. This is the largest DIP loan of all time.
• We advised AREVA, a provider of technological solutions for nuclear power generation, transmission and distribution, in connection with the sale of its Transmission and Distribution division (AREVA T&D) to Alstom and Schneider Electric. The enterprise value of the transaction is €4.09 billion.
• We represented OGX Petróleo e Gás Participações, a start-up Brazilian independent oil and natural gas exploration company, in connection with its $4.1 billion Rule 144A/Regulation S initial public offering, the largest-ever initial public offering by a Latin American issuer.
• We advised the joint lead book-running managers in connection with concurrent SEC-registered offerings of common stock and equity units of PPL Corporation, resulting in total gross proceeds of approximately $3.63 billion. The transaction represents the largest-ever registered equity offering by a U.S. utility company. PPL Corporation, headquartered in Allentown, Pennsylvania, owns or controls nearly 12,000 megawatts of generating capacity in the United States, sells energy in key U.S. markets and delivers electricity to about 4 million customers in Pennsylvania and the United Kingdom.
• We advised DLJ Merchant Banking Partners, as selling shareholder of FDR Holdings Limited (Frontier), in connection with the acquisition of Frontier by Noble Corporation in a cash transaction which values the enterprise at $2.16 billion.
• We advised the lead managers on a $828 million offering of common shares and on a $1 billion offering of notes by Valero Energy, an owner and operator of refineries in the United States, Canada and the Caribbean that produce conventional gasolines, distillates, jet fuel, asphalt, petrochemicals, lubricants and other refined products.
• We advised a number of financial institutions in connection with a series of capital markets transactions in the aggregate amount of nearly $1.5 billion for Cloud Peak Energy, a producer and seller of coal, including: a $459 million initial public offering; two concurrent $300 million offerings of senior notes; and a $400 million senior secured revolving and letter of credit facility.
• We advised a number of financial institutions in connection with a series of capital markets offerings in the aggregate amount of $1.2 billion by Sandridge Energy, an independent natural gas and crude oil company concentrating on exploration, development and production activities, including: a Rule 144A offering of shares of its convertible perpetual preferred stock; a $133 million SEC-registered offering of its common stock; a $365.5 million Rule 144A/Regulation S offering of principal amount notes; a $204 million SEC-registered offering of its common stock; and a $450 million Rule 144A/Regulation S offering of notes.
• We are advising Propilsur, a joint venture between Petroquímica de Venezuela (Pequiven) and Braskem, with respect to a US$1.1 billion propylene project to be located in the Jose Petrochemical Complex in Venezuela and utilizing associated gas from Petróleos de Venezuela.
• We advised Quicksilver Resources in connection with the sale of 100% of its interests in Quicksilver Gas Services LP to First Reserve Crestwood Holdings, a portfolio company of private equity firm First Reserve, for approximately $1 billion.
• We advised Cobalt International Energy on its $958 million SEC-registered IPO (including the exercise of the over-allotment option) and $42 million Regulation S offering of common stock to a private investor. We also advised Cobalt on its related corporate reorganization, in which the outstanding limited partnership interests of Cobalt’s predecessor entity, which were held by Cobalt’s financial sponsors, members of management and employees, were exchanged for an aggregate of approximately 283,200,000 shares of Cobalt’s common stock. The Cobalt IPO was the first SEC-registered IPO by an E&P company with no proved reserves.
• We advised Brazilian private equity firm GP Investments (GP), San Antonio Internacional (SAI), a GP portfolio company and San Antonio International Oil & Gas Services, a wholly owned subsidiary of SAI, in connection with the collective restructuring of $622 million of existing debt, which included amending and restating the terms of three credit facilities, repurchasing debt through a Dutch Auction, exchanging $109 million of outstanding debt for newly issued preferred equity and completing a private offering of $112 million in newly issued common equity. Headquartered in São Paulo, Brazil, SAI is a Latin American provider of integrated drilling, exploration and production services for oil and natural gas companies.
• We advised Quicksilver Resources in connection with two SEC-registered offerings of high yield notes in 2009, including a $600 million offering of senior notes due 2016 and a $300 million offering of senior notes due 2019. Quicksilver Resources Inc. is an independent energy company engaged primarily in exploration, development and production of natural gas from unconventional onshore reservoirs in North America.
• We advised the joint book-running managers and representatives of the initial purchasers on a $535 million offering of aggregate principal amount senior notes by The AES Corporation, a global power company that owns a portfolio of electricity generation and distribution businesses on 5 continents in 29 countries.
• We advised Westar Energy, the largest electric utility in Kansas, in connection with an SEC-registered dribble-out offering of its common stock for up to an aggregate amount of $500 million. Westar's SEC-registered dribble-out offering is the largest (and only the second) such offering to incorporate an equity forward component.
• We advised the underwriters in connection with a $151 million SEC-registered secondary offering by certain stockholders of the common stock of STR Holdings. STR is a global provider of solar power module encapsulants as well as consumer product quality assurance.
• We advised Western Refining, Inc. on a comprehensive refinancing of its debt through the issuance of $100 million of common stock, $200 million aggregate of convertible notes and $600 million of senior secured notes, including the first floating-rate high yield note offering since the credit crisis.
• We advised the Audit Committee of Royal Dutch Shell on an investigation into the recategorization of almost four billion barrels of oil equivalent from proved reserves to other reserve categories.
• We are representing Consolidated Edison Company of New York (Con Edison) in actions arising out of the July 18, 2007, steam pipe explosion at 41st Street and Lexington Avenue in Manhattan and in civil litigation and regulatory proceedings arising out of the power outage in Queens in the summer of 2006.