the energy and infrastructure group · largest steel producers, jogmec is a japanese independent...

The Energy and Infrastructure Group

2011 – 2012 Representative Transactions

Mergers and Acquisitions

C OMPANY

ABENGOA, S.A.

ACADIA POWER PARTNERS

ALUMINUM CORPORATION OF

CHINA LIMITED (CHALCO

SAPA AB

The Energy and Infrastructure Group

2012 Representative Transactions


TYPE OF TRANSAC TI ON AND REPRESENTATI ON

Representation of First Reserve Corp.

€300 million ($395 million) investment in Abengoa, S.A.

Abengoa, headquartered in Spain, is an international

company that applies innovative technology solutions for

sustainable development in the energy and environmen

sectors, generating electricity from the sun, producing

biofuels, desalinating sea water and recycling industrial

waste.

ARTNERS, LLC Representation of Acadia Power Partners, LLC (APP) and its

parent companies in connection with the sal

at Acadia Power Station and 50 percent of Acadia Power

Station’s common assets to Entergy Louisiana, LLC, a

subsidiary of Entergy Corp., for approximately $300 million.

ORPORATION OF

HALCO) AND

Representation of Aluminum Corporation of China Limited

(Chalco) in connection with its establishment of a Sino

equity joint venture (the “JV”) with Sapa AB (“Sapa”) and the

related transitional arrangements between the JV and

Southwest Aluminum (Group) Co., Ltd., a Chalco affiliate.

The JV, Sapa Chalco Aluminum Products (Chongqing) Co.,

Ltd., will engage in the business of designing, manufacturing

and marketing of structural aluminum extrusions and

modules to serve the fast-growing high

in China. The JV has a total investment amount of RMB630

million (approximately US$96 million) and a registered capital

of RMB280 million (approximately US$43 million).

Headquartered in Beijing, China, Chalco is the largest

aluminum producer in China and the third

world. Sapa is based in Stockholm, Sweden and is the world’s

largest aluminum extrusion company. Each of Chalco and

Sapa holds a 50% equity interest in the JV. The JV is Chalco’s

first-ever joint venture project in aluminum fabri

AND REPRESENTATI ON

in connection with its

€300 million ($395 million) investment in Abengoa, S.A.

Abengoa, headquartered in Spain, is an international

company that applies innovative technology solutions for

sustainable development in the energy and environmental

sectors, generating electricity from the sun, producing

biofuels, desalinating sea water and recycling industrial

Acadia Power Partners, LLC (APP) and its

parent companies in connection with the sale of Acadia Unit 2

at Acadia Power Station and 50 percent of Acadia Power

Station’s common assets to Entergy Louisiana, LLC, a

subsidiary of Entergy Corp., for approximately $300 million.

Aluminum Corporation of China Limited

(Chalco) in connection with its establishment of a Sino-foreign

equity joint venture (the “JV”) with Sapa AB (“Sapa”) and the

related transitional arrangements between the JV and

o., Ltd., a Chalco affiliate.

The JV, Sapa Chalco Aluminum Products (Chongqing) Co.,

Ltd., will engage in the business of designing, manufacturing

and marketing of structural aluminum extrusions and

growing high-speed railway market

in China. The JV has a total investment amount of RMB630

million (approximately US$96 million) and a registered capital

of RMB280 million (approximately US$43 million).

Headquartered in Beijing, China, Chalco is the largest

d the third-largest in the

world. Sapa is based in Stockholm, Sweden and is the world’s

largest aluminum extrusion company. Each of Chalco and

Sapa holds a 50% equity interest in the JV. The JV is Chalco’s

ever joint venture project in aluminum fabrication.


C OMPANY

ARCH COAL, INC.

CARPENTER TECHNOLOGY

CORPORATION

CHALCO HK SOUTH EAST

INVESTMENT LTD. (CHALCO



Representation of Arch Coal Inc. (“Arch”) in connection with

its $3.4 billion acquisition of International Coal Group, Inc.

(“ICG”) and related financings. ICG, now

subsidiary of Arch, is a leading producer of coal

and Central Appalachia and the Illinois Basin, with 13 active

mining complexes. Arch is a leading U.S. metallurgical coal

producer based on 2010 production and 2011 production

guidance and a top 10 global metallurgical coal producer

based on 2010 production.

ECHNOLOGY Representation of J.P. Morgan Securities LLC, financial

advisor to Carpenter Technology Corporation

connection with Carpenter’s $558 million acquisition of

Latrobe Specialty Metals Inc. Carpenter Technology, based in

Wyomissing, PA, produces and distributes conventional and

powder metal specialty alloys, including stainless steels,

titanium alloys, tool steels and superalloys. Latrobe Specialty

Metals supplies essential materials to the aer

energy, hydrocarbon, medical and industrial steel sectors.

AST

HALCO)

Representation of Chalco HK South East Investment Ltd.

(Chalco), a wholly-owned subsidiary of Aluminum

Corporation of China Limited (NYSE:ACH), in acquiring a

60% stake in Laos-based Lao Service Mining Co., Ltd (“LSM”)

from Lao Services Incorporation Co., Ltd (“LSI”). As a result

of Chalco’s investment, LSM has become a joint venture

between Chalco and LSI. LSM received authorization from the

government of Laos to explore and develop bauxite resources

and other minerals in Sanxay District of Attapeu Province and

Dakcheung District of Sekong Province. In addition, th

parties will construct and develop an alumina refinery and an

aluminum smelter in Laos.

AND REPRESENTATI ON

Arch Coal Inc. (“Arch”) in connection with

International Coal Group, Inc.

now a wholly owned

subsidiary of Arch, is a leading producer of coal in Northern

and Central Appalachia and the Illinois Basin, with 13 active

mining complexes. Arch is a leading U.S. metallurgical coal

producer based on 2010 production and 2011 production

guidance and a top 10 global metallurgical coal producer

Representation of J.P. Morgan Securities LLC, financial

advisor to Carpenter Technology Corporation(“Carpenter”) in

connection with Carpenter’s $558 million acquisition of

penter Technology, based in

Wyomissing, PA, produces and distributes conventional and

powder metal specialty alloys, including stainless steels,

titanium alloys, tool steels and superalloys. Latrobe Specialty

Metals supplies essential materials to the aerospace, defense,

energy, hydrocarbon, medical and industrial steel sectors.

Chalco HK South East Investment Ltd.

owned subsidiary of Aluminum

Corporation of China Limited (NYSE:ACH), in acquiring a

based Lao Service Mining Co., Ltd (“LSM”)

from Lao Services Incorporation Co., Ltd (“LSI”). As a result

me a joint venture

between Chalco and LSI. LSM received authorization from the

government of Laos to explore and develop bauxite resources

and other minerals in Sanxay District of Attapeu Province and

Dakcheung District of Sekong Province. In addition, the

parties will construct and develop an alumina refinery and an


C OMPANY

CHESAPEAKE ENERGY CORPORATION

COMPANHIA BRASILERIA DE

METALURGIA E MINERAÇÃO

(CBMM)



ORPORATION Representation of Kohlberg Kravis Roberts &

(“KKR”) in the formation of a partnership with Chesapeake

Energy Corporation (“Chesapeake”) to invest in mineral

interests and royalty interests in key oil and gas basins in the

United States. KKR and Chesapeake will make an initial

combined $250 million commitment to the partnership.

Chesapeake will contribute 10% of the total commitment and

will receive a promoted interest in the partnership. KKR and

Chesapeake will jointly oversee the partnership while

Chesapeake will source, acquire and manag

investment opportunities. Chesapeake Energy Corporation

the second-largest producer of natural gas, a Top 15 producer

of oil and natural gas liquids and the most active driller of

new wells in the U.S.

RASILERIA DE

INERAÇÃO

Representation of a consortium comprised of Japan’s JFE Steel

Corporation (JFE), Japan Oil, Gas and Metals National

Corporation (JOGMEC), Nippon Steel Corporation (NSC) and

Sojitz Corporation (Sojitz) and Korea’s National Pension

Service (NPS) and POSCO in the acquisition of a 15% stake in

Companhia Brasileria de Metalurgia e Mineração (CBMM) for

$1.95 billion. JFE, NSC and POSCO are three of the world’s

largest steel producers, JOGMEC is a Japanese independent

administrative corporation, NPS is a Korean pension fund and

Sojitz is a leading Japanese trading company. Established in

1955, CBMM is the most comprehensive supplier of niobium

products in the world. Element atomic number 41, niobium is

indispensable in the production of high

due to its strengthening properties. Steel products using

niobium include pipelines, automobiles, construction steel,

spacecraft engines and other cutting edge machinery. CBMM

owns a niobium mine, a refinery and metallurgical productio

facilities in the Araxá area of Minas Gerais State, Brazil. In

addition to the share purchase, Simpson Thacher is also

representing JFE, NSC, POSCO and Sojitz with respect to a

long-term niobium supply agreement with CBMM.

AND REPRESENTATI ON

Representation of Kohlberg Kravis Roberts & Co. L.P.

(“KKR”) in the formation of a partnership with Chesapeake

Energy Corporation (“Chesapeake”) to invest in mineral

interests and royalty interests in key oil and gas basins in the

United States. KKR and Chesapeake will make an initial

million commitment to the partnership.

Chesapeake will contribute 10% of the total commitment and

will receive a promoted interest in the partnership. KKR and

Chesapeake will jointly oversee the partnership while

Chesapeake will source, acquire and manage the royalty

investment opportunities. Chesapeake Energy Corporation is

largest producer of natural gas, a Top 15 producer

of oil and natural gas liquids and the most active driller of

Representation of a consortium comprised of Japan’s JFE Steel

Corporation (JFE), Japan Oil, Gas and Metals National

Corporation (JOGMEC), Nippon Steel Corporation (NSC) and

Sojitz Corporation (Sojitz) and Korea’s National Pension

(NPS) and POSCO in the acquisition of a 15% stake in

Companhia Brasileria de Metalurgia e Mineração (CBMM) for

$1.95 billion. JFE, NSC and POSCO are three of the world’s

largest steel producers, JOGMEC is a Japanese independent

NPS is a Korean pension fund and

Sojitz is a leading Japanese trading company. Established in

1955, CBMM is the most comprehensive supplier of niobium

products in the world. Element atomic number 41, niobium is

indispensable in the production of high-grade steel products

due to its strengthening properties. Steel products using

niobium include pipelines, automobiles, construction steel,

spacecraft engines and other cutting edge machinery. CBMM

owns a niobium mine, a refinery and metallurgical production

facilities in the Araxá area of Minas Gerais State, Brazil. In

addition to the share purchase, Simpson Thacher is also

representing JFE, NSC, POSCO and Sojitz with respect to a

term niobium supply agreement with CBMM.


C OMPANY

COMPAÑÍA DE PETRÓLEOS DE

COPEC, S.A.



ETRÓLEOS DE CHILE Representation of Compañía de Petróleos de Chile Copec, S.A.

in connection with the acquisition of a controlling stake in

Organización Terpel S.A., in a multi-step transaction. In the

first step, Copec acquired approximately 47% of Proenergía

Internacional S.A., which holds approximately 53% of

Sociedad de Inversiones en Energía, S.A. which in turn owns

89% of Terpel. Copec paid US$240 million for the acquisition

of the 47% stake in Proenergía. Second, Copec launched a

tender offer for all of the outstanding shares of Proenergía,

increasing its stake in Proenergia to 56.148%. Third, after

completion of the tender offer for Proenergía’s shares, Copec

launched another tender offer to acquire the shares of SIE held

by shareholders other than Proenergía. Since the first tender

offer was unsuccessful, Copec launched a second tender offer.

As a result of the second tender offer for SIE shares, Copec

increased its stake in SIE, indirectly through Proenergia, to

52.786% of the outstanding shares of SIE.

fuel, LPG (liquefied petroleum gas) and lubricants, and, is

Chile’s leading publicly traded company in terms of market

value. Terpel is Colombia’s leading fuel distributor.

AND REPRESENTATI ON

Representation of Compañía de Petróleos de Chile Copec, S.A.

in connection with the acquisition of a controlling stake in

step transaction. In the

first step, Copec acquired approximately 47% of Proenergía

Internacional S.A., which holds approximately 53% of

Sociedad de Inversiones en Energía, S.A. which in turn owns

89% of Terpel. Copec paid US$240 million for the acquisition

of the 47% stake in Proenergía. Second, Copec launched a

the outstanding shares of Proenergía,

increasing its stake in Proenergia to 56.148%. Third, after

completion of the tender offer for Proenergía’s shares, Copec

launched another tender offer to acquire the shares of SIE held

ergía. Since the first tender

offer was unsuccessful, Copec launched a second tender offer.

As a result of the second tender offer for SIE shares, Copec

increased its stake in SIE, indirectly through Proenergia, to

52.786% of the outstanding shares of SIE. Copec distributes

fuel, LPG (liquefied petroleum gas) and lubricants, and, is

Chile’s leading publicly traded company in terms of market

. Terpel is Colombia’s leading fuel distributor.


C OMPANY

DRUMMOND INTERNATIONAL

DUNCAN ENERGY PARTNERS



NTERNATIONAL, LLC Representation of Drummond Company,

(“Drummond”) in connection with the creation of its joint

venture with ITOCHU Corporation. Drummond agreed to

contribute its Colombian mining operations and related

transportation infrastructure to Drummond International,

LLC, a newly-formed entity, and Drummond International

agreed to issue equity interests representing 20% of its

outstanding equity to a wholly-owned subsidiary of ITOCHU

in exchange for approximately $1.5235 billion, subject to

certain purchase price adjustments. Following consummation

of the transaction, Drummond will own 80% of the

outstanding equity interests in Drummond International and

ITOCHU will own the remainder. Drummond is principally

engaged in the business of mining, purchasing, processing

and selling coal, with significant operations in both Colombia

and the United States and has significant coke and real estate

operations. ITOCHU is a Japanese company which engages in

domestic trading, import/export and overseas trading of

various products as well as business investments in Japan and

overseas.

ARTNERS L.P. Representation of Morgan Stanley, financial advisor to the

Audit, Conflicts and Governance Committee of the general

partner of Duncan Energy Partners L.P. (“DEP”) in connection

with the $3.3 billion merger of DEP with a subsidiary of

Enterprise Products Partners L.P. (“EPD”) pursuant to a unit

for-unit exchange. The exchange ratio represents a premium

to the public shareholders of DEP of approximately 35% based

on the closing price of DEP common units on February 22,

2011, the last trading day before EPD announced its initial

proposal to acquire all of the common units of DEP owned by

the public. Duncan Energy Partners L.P. is a publicly traded

partnership that provides midstream en

including gathering, transportation, marketing and storage of

natural gas, in addition to NGL fractionation (or separation),

transportation and storage and petrochemical transportation

and storage. Duncan Energy Partners owns interests in a

located primarily in Texas and Louisiana.

AND REPRESENTATI ON

Representation of Drummond Company, Inc. and its affiliates

(“Drummond”) in connection with the creation of its joint

venture with ITOCHU Corporation. Drummond agreed to

contribute its Colombian mining operations and related

transportation infrastructure to Drummond International,

formed entity, and Drummond International

agreed to issue equity interests representing 20% of its

owned subsidiary of ITOCHU

in exchange for approximately $1.5235 billion, subject to

Following consummation

of the transaction, Drummond will own 80% of the

outstanding equity interests in Drummond International and

ITOCHU will own the remainder. Drummond is principally

engaged in the business of mining, purchasing, processing

coal, with significant operations in both Colombia

and the United States and has significant coke and real estate

operations. ITOCHU is a Japanese company which engages in

domestic trading, import/export and overseas trading of

s business investments in Japan and

Morgan Stanley, financial advisor to the

Audit, Conflicts and Governance Committee of the general

partner of Duncan Energy Partners L.P. (“DEP”) in connection

the $3.3 billion merger of DEP with a subsidiary of

Enterprise Products Partners L.P. (“EPD”) pursuant to a unit-

The exchange ratio represents a premium

to the public shareholders of DEP of approximately 35% based

of DEP common units on February 22,

2011, the last trading day before EPD announced its initial

proposal to acquire all of the common units of DEP owned by

Duncan Energy Partners L.P. is a publicly traded

partnership that provides midstream energy services,

including gathering, transportation, marketing and storage of

natural gas, in addition to NGL fractionation (or separation),

transportation and storage and petrochemical transportation

Duncan Energy Partners owns interests in assets

located primarily in Texas and Louisiana.


C OMPANY

EMPRESAS PÚBLICAS DE M

E.S.P.

EXELON CORPORATION



MEDELLÍN, Representation of Empresas Públicas de Medellín, E.S.P.

(“EPM”) in the acquisition of 51% of Elektra Noreste, S.A.

(“ENSA”) and 86.41% of Distribuidora de Electricidad

Sur, S.A. (“DelSur”). ENSA is the second largest distributor of

electricity in Panama. DelSur is the second largest company in

the business of energy transformation, distribution and

commercialization in El Salvador. EPM is a government

owned company, Colombia’s largest public utility services

company based on revenues and the second largest based on

total assets. EPM was part of a consortium of buyers led by

Spanish Iberdrola S.A., the world’s biggest clean

producer. In the aggregate the consortium has agreed to

acquire 80% of AEI’s assets in Latin America for $4.8 billion.

Representation of Barclay’s Capital Inc., financial advisor to

Exelon Corporation in connection with the $52 billion

combination of Exelon with Constellat

for-stock transaction. Exelon Corporation is one of the

nation’s largest electric utilities with one of the industry’s

largest portfolios of electricity generation capacity. The three

utilities within Exelon – BGE, ComEd and PECO

headquartered in Baltimore, Chicago and Philadelphia,

respectively. Exelon will have a coast-

operations and business activities in 47 states, the District of

Columbia, and Canada. The company also has one of the

nation’s largest and cleanest power generation fleets, with

approximately 35,000 megawatts of owned power generation,

including more than 19,000 megawatts of nuclear power.

AND REPRESENTATI ON

Empresas Públicas de Medellín, E.S.P.

(“EPM”) in the acquisition of 51% of Elektra Noreste, S.A.

(“ENSA”) and 86.41% of Distribuidora de Electricidad Del

ENSA is the second largest distributor of

electricity in Panama. DelSur is the second largest company in

the business of energy transformation, distribution and

commercialization in El Salvador. EPM is a government-

Colombia’s largest public utility services

company based on revenues and the second largest based on

total assets. EPM was part of a consortium of buyers led by

Spanish Iberdrola S.A., the world’s biggest clean-energy

tium has agreed to

acquire 80% of AEI’s assets in Latin America for $4.8 billion.

Representation of Barclay’s Capital Inc., financial advisor to

Exelon Corporation in connection with the $52 billion

combination of Exelon with Constellation Energy in a stock-

stock transaction. Exelon Corporation is one of the

nation’s largest electric utilities with one of the industry’s

largest portfolios of electricity generation capacity. The three

BGE, ComEd and PECO – remain

headquartered in Baltimore, Chicago and Philadelphia,

-to-coast presence with

operations and business activities in 47 states, the District of

Columbia, and Canada. The company also has one of the

st and cleanest power generation fleets, with

approximately 35,000 megawatts of owned power generation,

including more than 19,000 megawatts of nuclear power.


C OMPANY

FIRST RESERVE CORPORATION

FIRST RESERVE ENERGY

INFRASTRUCTURE FUND

GRUPO T-SOLAR GLOBAL



ORPORATION Representation of First Reserve’s Energy Infrastructure Fund

(“FREIF”) in its partnership with Beowulf Energy (“Beowulf”)

to invest in power generation and midstream assets in the

Eastern Caribbean. The initial investment consists of the

purchase from Beowulf of a substantial equity stake in Trinity

Power Limited (“Trinity”), a 225 MW natural gas fired power

plant in the Republic of Trinidad and Tobago. In addition,

FREIF and Beowulf are together acquiring a majority stake in

the Eastern Caribbean Gas Pipeline Company (“ECGPC”),

which is in the planning stages to construct

pipeline to supply natural gas from Tobago to other islands in

the Eastern Caribbean. Upon financial close of the debt

financing for the pipeline project, FREIF will have the option

to become the majority owner of ECGPC.

Representation of First Reserve in connection with its

acquisition from affiliates of ArcLight

approximately 1 GW portfolio of generation assets consisting

of Hobbs, a 604 MW natural gas-fired power plant in New

Mexico; Borger, a 230 MW gas-fired plant in Texas; Waterside,

a 72 MW oil-fired plant in Connecticut; and a control

in Crockett, a natural gas-fired plant in California. (Pending)

LOBAL, S.A. Representation of MEAG, the asset management arm of

Munich Re, and Kohlberg Kravis Roberts & Co. (“KKR”) in

connection with the acquisition from Grupo T

S.A. (“GTS”), a leading European solar photovoltaic power

generator, of a 49% interest in a portfolio of 42 existing solar

photovoltaic plants located in Spain and Italy with an

aggregate installed capacity of 168 MW and a generation

capacity of over 250 GWh per year of clean energy. MEAG

and KKR also have the option to acquire new, fully

operational solar photovoltaic plants developed by GTS.

Munich Re is one of the world’s largest reinsurance

companies. (Pending)

AND REPRESENTATI ON

Representation of First Reserve’s Energy Infrastructure Fund

in its partnership with Beowulf Energy (“Beowulf”)

to invest in power generation and midstream assets in the

The initial investment consists of the

purchase from Beowulf of a substantial equity stake in Trinity

), a 225 MW natural gas fired power

plant in the Republic of Trinidad and Tobago. In addition,

FREIF and Beowulf are together acquiring a majority stake in

the Eastern Caribbean Gas Pipeline Company (“ECGPC”),

which is in the planning stages to construct an undersea

pipeline to supply natural gas from Tobago to other islands in

the Eastern Caribbean. Upon financial close of the debt

financing for the pipeline project, FREIF will have the option

to become the majority owner of ECGPC.

First Reserve in connection with its

Capital Partners of an

approximately 1 GW portfolio of generation assets consisting

fired power plant in New

fired plant in Texas; Waterside,

fired plant in Connecticut; and a controlling stake

fired plant in California. (Pending)

MEAG, the asset management arm of

Munich Re, and Kohlberg Kravis Roberts & Co. (“KKR”) in

connection with the acquisition from Grupo T-Solar Global,

S.A. (“GTS”), a leading European solar photovoltaic power

generator, of a 49% interest in a portfolio of 42 existing solar

photovoltaic plants located in Spain and Italy with an

aggregate installed capacity of 168 MW and a generation

y of over 250 GWh per year of clean energy. MEAG

and KKR also have the option to acquire new, fully

operational solar photovoltaic plants developed by GTS.

Munich Re is one of the world’s largest reinsurance


C OMPANY

HILCORP RESOURCES

HRT PARTICIPAÇÕES EM P

S.A.



Representation of Kohlberg Kravis Roberts & Co. L.P. in

connection with Marathon Oil Corporation’s agreement to

acquire Hilcorp Resources, LLC, a subsidiary of Hilcorp

Resources Holdings, LP, in a transaction valued at $3.5 billion.

Hilcorp Resources Holdings, LP, is a joint venture among

affiliates of Hilcorp Energy Company and KKR,

own and develop Hilcorp’s oil and gas properties located in

the Eagle Ford Shale trend of South Texas.

an unconventional oil and gas development basi

an approximately two hundred mile long area in South

Central Texas, southeast of San Antonio.

Company is one of the largest privately

and natural gas exploration and production companies in the

United States. Headquartered in Houston, TX, Hilcorp has

approximately 700 employees and 9 operating areas including

the Gulf Coast region, the Gulf of Mexico, and the Rockies.

PETRÓLEO Representation of HRT Participações em Petróleo S.A.

(“HRT”) in connection with its acquisition of all of the

outstanding common shares of UNX Energy Corp. (“UNX”).

The transaction represents a total enterprise value of

approximately CAD$729.8 million (approximately US$746.8

million) for UNX. UNX is now a wholly

HRT. HRT is an independent Brazilian oil and natural gas

exploration and production company with over two billion

barrels of oil equivalent (BOE) of prospective and contingent

resources in exploration blocks in onshore basins in

offshore basins in Namibia. UNX is an independent Canadian

oil and natural gas exploration and production company with

prospective oil and natural gas concessions in offshore basins

in Namibia. As a result of the transaction, HRT increases its

holdings in oil and natural gas exploration blocks in the

Namibian offshore and becomes the largest private sector

leaseholder in offshore Namibia.

AND REPRESENTATI ON

sentation of Kohlberg Kravis Roberts & Co. L.P. in


acquire Hilcorp Resources, LLC, a subsidiary of Hilcorp

Resources Holdings, LP, in a transaction valued at $3.5 billion.

LP, is a joint venture among

affiliates of Hilcorp Energy Company and KKR, created to

own and develop Hilcorp’s oil and gas properties located in

the Eagle Ford Shale trend of South Texas. Eagle Ford shale is

an unconventional oil and gas development basin located in

an approximately two hundred mile long area in South

Central Texas, southeast of San Antonio. Hilcorp Energy

one of the largest privately-held independent oil

and natural gas exploration and production companies in the

. Headquartered in Houston, TX, Hilcorp has

approximately 700 employees and 9 operating areas including

the Gulf Coast region, the Gulf of Mexico, and the Rockies.

Representation of HRT Participações em Petróleo S.A.

(“HRT”) in connection with its acquisition of all of the

outstanding common shares of UNX Energy Corp. (“UNX”).

The transaction represents a total enterprise value of

approximately CAD$729.8 million (approximately US$746.8

holly-owned subsidiary of

HRT is an independent Brazilian oil and natural gas

exploration and production company with over two billion

barrels of oil equivalent (BOE) of prospective and contingent

resources in exploration blocks in onshore basins in Brazil and

offshore basins in Namibia. UNX is an independent Canadian

oil and natural gas exploration and production company with

prospective oil and natural gas concessions in offshore basins

in Namibia. As a result of the transaction, HRT increases its

oldings in oil and natural gas exploration blocks in the

Namibian offshore and becomes the largest private sector


C OMPANY

ITC HOLDINGS CORP.

JA SOLAR HOLDINGS CO.

KEENAN DEVELOPMENT OF

WASHINGTON, LLC AND

DETRICK COGEN PARTNERS



Representation of independent electric transmission company

ITC Holdings Corp. in its agreement to acquire the electric

transmission business of Entergy Corporation, an integrated

utility, in an all-stock, Reverse Morris Trust transaction,

resulting in Entergy shareholders holding 50.1% of the

combined company and existing ITC shareholders own

remaining 49.9%. In connection with the transaction, Entergy

will issue nearly $1.78 billion in new debt, which will be

assumed by ITC in the merger. Prior to the merger, ITC plans

to undertake a $700 million recapitalization, currently

expected to be in the form of a one-time special dividend.

Following the completion of the transaction, ITC will become

one of the largest electric transmission companies in the U.S.,

with an expected rate base of approximately $7.1 billion by

year-end 2013 and over 30,000 miles of transmission lines,

spanning from the Great Lakes to the Gulf Coast. (Pending)

. LTD. Representation of Goldman Sachs (Asia) L.L.C. as financial

advisor to JA Solar Holdings Co., Ltd. in connection with the

$180 million acquisition of Silver Age Holdings Limited, a

British Virgin Islands company that owns 100% of Solar

Silicon Valley Electronic Science and Technology Co., Ltd., a

leading producer of mono-crystalline solar wafers based in

China.

EVELOPMENT OF

AND FORT

ARTNERS, LLC

Representation of First Reserve Corporation in connection

with the acquisition of Keenan Development of Washington,

LLC and Fort Detrick Cogen Partners, LLC. The companies

operate a central utility plant that provides steam, chilled

water, power conditioning services and emergency power at

the National Interagency Biodefense Campus at Fort Detrick

in Fredrick, Maryland.

AND REPRESENTATI ON

independent electric transmission company

eement to acquire the electric

transmission business of Entergy Corporation, an integrated

stock, Reverse Morris Trust transaction,

resulting in Entergy shareholders holding 50.1% of the

combined company and existing ITC shareholders owning the

remaining 49.9%. In connection with the transaction, Entergy

will issue nearly $1.78 billion in new debt, which will be

Prior to the merger, ITC plans

to undertake a $700 million recapitalization, currently

time special dividend.

Following the completion of the transaction, ITC will become

one of the largest electric transmission companies in the U.S.,

with an expected rate base of approximately $7.1 billion by

r 30,000 miles of transmission lines,

spanning from the Great Lakes to the Gulf Coast. (Pending)

Goldman Sachs (Asia) L.L.C. as financial

advisor to JA Solar Holdings Co., Ltd. in connection with the

lion acquisition of Silver Age Holdings Limited, a

British Virgin Islands company that owns 100% of Solar

Silicon Valley Electronic Science and Technology Co., Ltd., a

crystalline solar wafers based in

First Reserve Corporation in connection

with the acquisition of Keenan Development of Washington,

LLC and Fort Detrick Cogen Partners, LLC. The companies

t that provides steam, chilled

water, power conditioning services and emergency power at

the National Interagency Biodefense Campus at Fort Detrick


C OMPANY

KLÖCKNER & CO SE

MILFORD POWER

ODEBRECHT OIL AND GAS

PETROHAWK ENERGY CORPORATION



Representation of Klöckner & Co SE in its $920 million

acquisition of Macsteel Service Centers USA, Inc. from

Macsteel Global B.V. Klöckner & Co is one of the largest

producers and independent distributors of steel and metal

products in the European and North American markets.

Macsteel Services USA is a leading processor and distributor

of steel and aluminum products in North America, Hawaii,

Puerto Rico and Mexico.

Representation of Energy Capital Partners and its subsidiary

EquiPower Resources Holdings LLC, in conn

acquisition of Milford Power Company, LLC and Milford

Holdings Corporation (together, Milford Power) from Milford

Holdings, LLC. Milford Power owns a 548 MW combined

cycle gas turbine power plant commissioned in 2004 and

located in Milford, CT.

AS Representation of Gávea Investimentos in connection with its

investment in Odebrecht Oil and Gas, a Brazilian oil services

company. Gavea Investimentos is an independent asset

management company, based in Brazil and controlled

JPMorgan's Highbridge Capital Management.

ORPORATION Representation of Petrohawk Energy Corporation in

connection with its acquisition by BHP Billiton in a transaction

valued at approximately $15.1 billion. Petrohawk

Corporation is an independent oil and natural gas company

and a leader in the exploration and development of shale

plays in the United States. Its operations are concentrated

primarily in three core areas: the Haynesville/Lower Bossier

Shales of Northwest Texas, the Eagle Ford Shale of South

Texas and various Permian Basin Shales in West Texas.

AND REPRESENTATI ON

Co SE in its $920 million

acquisition of Macsteel Service Centers USA, Inc. from

Macsteel Global B.V. Klöckner & Co is one of the largest

producers and independent distributors of steel and metal

products in the European and North American markets.

teel Services USA is a leading processor and distributor

of steel and aluminum products in North America, Hawaii,

Energy Capital Partners and its subsidiary

EquiPower Resources Holdings LLC, in connection with the

acquisition of Milford Power Company, LLC and Milford

Holdings Corporation (together, Milford Power) from Milford

Holdings, LLC. Milford Power owns a 548 MW combined

cycle gas turbine power plant commissioned in 2004 and

Gávea Investimentos in connection with its

investment in Odebrecht Oil and Gas, a Brazilian oil services

Gavea Investimentos is an independent asset

management company, based in Brazil and controlled by

JPMorgan's Highbridge Capital Management.

Petrohawk Energy Corporation in

connection with its acquisition by BHP Billiton in a transaction

valued at approximately $15.1 billion. Petrohawk Energy

Corporation is an independent oil and natural gas company

and a leader in the exploration and development of shale

plays in the United States. Its operations are concentrated

primarily in three core areas: the Haynesville/Lower Bossier

orthwest Texas, the Eagle Ford Shale of South

Texas and various Permian Basin Shales in West Texas.


C OMPANY

PPL CORPORATION



Representation of PPL Corporation and its UK subsidiaries in

their acquisition of the Central Networks electricity

distribution business from E.ON UK plc.

U.K. subsidiaries, acquired Central Networks for

approximately £4.1 billion ($6.6 billion) in cash wi

million ($800 million) of existing public debt to remain

outstanding after completion of the transaction.

the firm assisted PPL in connection with arranging a

committed bridge facility in the approximate amount of $5.8

billion from Bank of America Merrill Lynch and Credit Suisse

to be used as a temporary financing facility pending the

execution of permanent financing. PPL financed the

transaction through a combination of the proceeds of security

issuances in the US and debt issuances

challenging UK transaction, funded by a financing facility

arranged in the US, was led by the firm’s London office.

Central Networks’ regulated distribution operations, which

serve 5 million customers in the Midlands area of England, are

conducted through Central Networks East and Central

Networks West. PPL, a global energy holding company

headquartered in Allentown, PA, currently owns Western

Power Distribution, which provides regulated distribution

services to 2.6 million customers in En

through WPD (South West) and WPD (South Wales).

result of the acquisition, PPL owns and operates the largest

network of electricity delivery companies in the United

Kingdom in terms of regulated asset value, at a combined £4.9

billion ($7.8 billion).

AND REPRESENTATI ON

PPL Corporation and its UK subsidiaries in

their acquisition of the Central Networks electricity

distribution business from E.ON UK plc. PPL, through its

U.K. subsidiaries, acquired Central Networks for

approximately £4.1 billion ($6.6 billion) in cash with £500

million ($800 million) of existing public debt to remain

outstanding after completion of the transaction. In addition,

the firm assisted PPL in connection with arranging a

committed bridge facility in the approximate amount of $5.8

nk of America Merrill Lynch and Credit Suisse

to be used as a temporary financing facility pending the

PPL financed the

transaction through a combination of the proceeds of security

issuances in the US and debt issuances in the UK. This

challenging UK transaction, funded by a financing facility

arranged in the US, was led by the firm’s London office.

Central Networks’ regulated distribution operations, which

serve 5 million customers in the Midlands area of England, are

onducted through Central Networks East and Central

a global energy holding company

currently owns Western

Power Distribution, which provides regulated distribution

services to 2.6 million customers in England and Wales

through WPD (South West) and WPD (South Wales). As a

result of the acquisition, PPL owns and operates the largest

network of electricity delivery companies in the United

Kingdom in terms of regulated asset value, at a combined £4.9


C OMPANY

QUICKSILVER RESOURCES

INC.

RBS SEMPRA COMMODITIES

SABA INFRAESTRUCTURAS



ESOURCES CANADA Representation of Kohlberg Kravis Roberts & Co. (“KKR”),

together with its affiliates, in connection with its investment in

a joint venture with Quicksilver Resources Canada Inc., a

wholly-owned subsidiary of Quicksilver Resources Inc.

(together with Quicksilver Resources Canada Inc.,

“Quicksilver”). Quicksilver is a natural gas and crude oil

exploration and production company engaged in the

development and acquisition of long-lived natural gas and oil

reserves in North America. The joint venture will accelerate

development of a natural gas-processing and transportation

project in Horn River Basin, Canada. Under the terms of the

transaction, Quicksilver contributed its existing 20

gathering line and compression facilities and 10

for gas deliveries into those facilities to create the partnership,

and KKR invested $125 million in exchange for a 50% interest

in the partnership. KKR’s initial $125 contribution will fund

the build-out of processing and gas gathering assets.

Quicksilver will serve as the operator of the partnership.

OMMODITIES LLP Representation of The Royal Bank of Scotland plc (RBS) in

connection with the sale of certain information technology

and intellectual property assets of RBS Sempra Commodities

LLP (and The Royal Bank of Scotland plc, solely with respect

to the sale of Transferred IT Assets sold and licensed by The

Royal Bank of Scotland plc.) to Société Générale Energie

(USA) Corp.

AS, S.A. Representation of Kohlberg Kravis Roberts & Co. (“KKR”) in

connection with its equity investment in Saba Infraestructuras,

S.A., a leading parking and logistics company. Saba

Infraestructuras, S.A. manages 195 car parks across 80 cities

and towns in Spain, Italy, Chile, Portugal, France and

Andorra, and operates a network of 10 logistic parks across

Spain. The investment represents KKR’s third significant

European infrastructure investment.

AND REPRESENTATI ON

Kohlberg Kravis Roberts & Co. (“KKR”),

together with its affiliates, in connection with its investment in

a joint venture with Quicksilver Resources Canada Inc., a

y of Quicksilver Resources Inc.

(together with Quicksilver Resources Canada Inc.,

“Quicksilver”). Quicksilver is a natural gas and crude oil

exploration and production company engaged in the

lived natural gas and oil

serves in North America. The joint venture will accelerate

processing and transportation

project in Horn River Basin, Canada. Under the terms of the

transaction, Quicksilver contributed its existing 20-mile

compression facilities and 10-year contracts

for gas deliveries into those facilities to create the partnership,

and KKR invested $125 million in exchange for a 50% interest

in the partnership. KKR’s initial $125 contribution will fund

rocessing and gas gathering assets.

Quicksilver will serve as the operator of the partnership.

The Royal Bank of Scotland plc (RBS) in

connection with the sale of certain information technology

l property assets of RBS Sempra Commodities

LLP (and The Royal Bank of Scotland plc, solely with respect

to the sale of Transferred IT Assets sold and licensed by The

Royal Bank of Scotland plc.) to Société Générale Energie

Kohlberg Kravis Roberts & Co. (“KKR”) in

connection with its equity investment in Saba Infraestructuras,

S.A., a leading parking and logistics company. Saba

Infraestructuras, S.A. manages 195 car parks across 80 cities

in Spain, Italy, Chile, Portugal, France and

Andorra, and operates a network of 10 logistic parks across

Spain. The investment represents KKR’s third significant


C OMPANY

SAMSON INVESTMENT COMPANY

SAXON ENERGY SERVICES



OMPANY Representation of Kohlberg Kravis Roberts & Co. L.P. in

connection with the $7.2 billion acquisition of

Investment Company by a consortium of

Roberts & Co. L.P., Natural Gas Partners, Crestview Partners

and ITOCHU Corporation. Samson Investment Company

privately-held independent exploration and production

company. Samson owns interests in over 10,000 wells of

which it operates over 4,000 wells in the United States, with

key positions in oil and liquids-rich plays such as the Bakken,

Powder River, Green River, Granite Wash, Cana Woodford

and Cotton Valley as well as in the Haynesville and Bossier

gas shales. Operations are focused in some of the most

important onshore basins and in the deep waters of the Gulf

of Mexico. Upon completion of the sale,

renamed Samson Resources.

ERVICES Representation of the holding company of Saxon Energy

Services in connection with its acquisition of Schlumberger

Limited’s Rig Management Group. As a result of the

transaction, Saxon will continue to be owned by

Schlumberger, affiliates of First Reserve Corporation, and

Saxon management. Under the terms of the transaction,

fourteen Schlumberger land drilling rigs and crews in Oman,

Pakistan, and Venezuela will become part of Saxon's

expanded international operations, and Saxon will provide

technical drilling contracting support to existing

Schlumberger joint ventures and operations in Saudi Arabia,

Algeria, Iraq, and Venezuela (Lake Maracaibo). Saxon will

own and operate ninety-five drilling and work

AND REPRESENTATI ON

is Roberts & Co. L.P. in

acquisition of Samson

Investment Company by a consortium of Kohlberg Kravis

Natural Gas Partners, Crestview Partners

Samson Investment Company is a

held independent exploration and production

Samson owns interests in over 10,000 wells of

which it operates over 4,000 wells in the United States, with

rich plays such as the Bakken,

Green River, Granite Wash, Cana Woodford

and Cotton Valley as well as in the Haynesville and Bossier

focused in some of the most

important onshore basins and in the deep waters of the Gulf

of Mexico. Upon completion of the sale, the company will be

the holding company of Saxon Energy

Services in connection with its acquisition of Schlumberger

Limited’s Rig Management Group. As a result of the

will continue to be owned by

Schlumberger, affiliates of First Reserve Corporation, and

Saxon management. Under the terms of the transaction,

fourteen Schlumberger land drilling rigs and crews in Oman,

Pakistan, and Venezuela will become part of Saxon's

panded international operations, and Saxon will provide

technical drilling contracting support to existing

Schlumberger joint ventures and operations in Saudi Arabia,

Algeria, Iraq, and Venezuela (Lake Maracaibo). Saxon will

illing and work-over rigs.


C OMPANY

SORGENIA S.p.A.

SUNTAP ENERGY RE LLC

TEXAS CRUDE ENERGY



Representation of Kohlberg Kravis Roberts & Co. L.P (“KKR”)

in connection with its $379 million (€260 million)

with Sorgenia S.p.A. KKR (together with its affiliates) and

Sorgenia S.p.A. one of the largest energy companies in

Europe, have agreed to form a partnership for the production

of wind energy in France. The assets in the joint venture will

comprise wind parks already built by Sorgenia in France with

an aggregate installed capacity of approx

KKR and Sorgenia will have an equal share in the joint

venture and Sorgenia will manage the operations. The

partnership represents KKR’s first European investment in

renewable energy.

LLC Representation of Kohlberg Kravis Roberts & Co. (KKR),

together with its affiliates, in connection with its acquisition of

four solar photovoltaic facilities serving the Sacramento

Municipal Utility District in California from Recurrent

Energy. The portfolio of projects is financed with

combination of debt and equity, which includes a significant

equity investment from Google, in addition to equity from

SunTap Energy RE LLC ("SunTap"), a new venture formed by

KKR to invest in solar projects in the United States.

KKR's third renewable energy investment in 2011 and its first

renewable investment in the United States. Recurrent Energy

is a leading solar project developer marketing clean power to

utilities and large energy users.

Representation of Kohlberg Kravis Roberts & Co. L.P. in


acquire the assets of Texas Crude Energy owned by a portfolio

company of Kohlberg Kravis Roberts & Co. L.P., in a

transaction valued at $640 million. Eagle Ford Shale trend o

South Texas is an unconventional oil and gas development

basin located in an approximately two hundred mile long area

in South Central Texas, southeast of San Antonio.

AND REPRESENTATI ON

Representation of Kohlberg Kravis Roberts & Co. L.P (“KKR”)

€260 million) joint venture

KKR (together with its affiliates) and

e largest energy companies in

Europe, have agreed to form a partnership for the production

of wind energy in France. The assets in the joint venture will

comprise wind parks already built by Sorgenia in France with

an aggregate installed capacity of approximately 250MW.

KKR and Sorgenia will have an equal share in the joint

venture and Sorgenia will manage the operations. The

partnership represents KKR’s first European investment in

Roberts & Co. (KKR),

together with its affiliates, in connection with its acquisition of

four solar photovoltaic facilities serving the Sacramento

Municipal Utility District in California from Recurrent

Energy. The portfolio of projects is financed with a

combination of debt and equity, which includes a significant

equity investment from Google, in addition to equity from

SunTap Energy RE LLC ("SunTap"), a new venture formed by

KKR to invest in solar projects in the United States. SunTap is

enewable energy investment in 2011 and its first

renewable investment in the United States. Recurrent Energy

is a leading solar project developer marketing clean power to

is Roberts & Co. L.P. in


acquire the assets of Texas Crude Energy owned by a portfolio

company of Kohlberg Kravis Roberts & Co. L.P., in a

Eagle Ford Shale trend of

is an unconventional oil and gas development

basin located in an approximately two hundred mile long area

in South Central Texas, southeast of San Antonio.


C OMPANY

TYCO INTERNATIONAL LTD

VISA POWER LIMITED



TD. Representation of Tyco International Ltd. in its acquisition

75% stake in KEF Holdings Ltd. for approximately $300

million. Tyco International Ltd. is a diversified, global

company and a leading provider of security products and

services, fire protection and detection products and services,

valves and controls, and other industrial products.

the United Arab Emirates, KEF is a fully integrated valve

manufacturer and one of the world's leading providers of steel

castings to the oil and gas, chemical, mining and power

industries.

Representation of The Blackstone Group LP in connection

with the INR 5,000 million (approximately US$ 111 million)

investment by its affiliate in VISA Power Limited.

Power is an independent power producer in India, which has

2,520 MW in advanced stages of development, and a further

pipeline of 5,280 MW in early stages of development, and is

part of the INR 50 billion (US$ 1.1 billion) VISA Group, a

minerals, metals and energy conglomerate with business

interests in steel, power, mining, international trad

shipping and logistics. VISA Power’s core

1,200 MW captive-mine based, coal fired power plant in

Chhattisgarh, India and a 1,320 MW coal

power plant in Orissa, India. (Pending)

AND REPRESENTATI ON

Representation of Tyco International Ltd. in its acquisition of a

75% stake in KEF Holdings Ltd. for approximately $300

diversified, global

company and a leading provider of security products and

services, fire protection and detection products and services,

, and other industrial products. Based in

the United Arab Emirates, KEF is a fully integrated valve

manufacturer and one of the world's leading providers of steel

castings to the oil and gas, chemical, mining and power

The Blackstone Group LP in connection

with the INR 5,000 million (approximately US$ 111 million)

investment by its affiliate in VISA Power Limited. VISA

Power is an independent power producer in India, which has

f development, and a further

pipeline of 5,280 MW in early stages of development, and is

part of the INR 50 billion (US$ 1.1 billion) VISA Group, a

minerals, metals and energy conglomerate with business

interests in steel, power, mining, international trading,

VISA Power’s core assets include a

mine based, coal fired power plant in

Chhattisgarh, India and a 1,320 MW coal-based super critical

power plant in Orissa, India. (Pending)

Funds

C OMPANY

FIRST RESERVE

Capital Markets

C OMPANY

ANTERO RESOURCES

ARCH COAL, INC.


Representation of First Reserve Management, L.P. in theestablishment of the $1.2 billion First Reserve Energy

Infrastructure Fund, L.P. ("FREIF"). FREIF has been formed to

invest primarily in a diversified portfolio of attractive,negotiated investments in energy-related infrastructure

businesses.


Representation of J.P. Morgan, as representative of the several

initial purchasers, in connection with Antero Resources

Finance Corporation’s $400 million offering of 7.250% Senior

Notes due 2019. The offering of notes was made to qualified

institutional buyers in reliance on Rule 144A and Regulation S

under the Securities Act. Antero Resources Finance

Corporation is a wholly owned subsidiary of Antero

Resources LLC, an independent oil and natural gas company

engaged in exploration, development and production of

natural gas properties located onshore in the United States.

Representation of Arch Coal, Inc. (“Arch”) in connection with

its $1.3 billion public offering of 48.0 million shares of

common stock and its Rule 144A offering of $2.0 billion of

senior notes, consisting of $1.0 billion of 7.000% senior notes

due 2019 and $1.0 billion of 7.250% senior notes due 2021.

Arch Coal, already one of the world’s largest private sector

producers of steam and metallurgical coal, used the net

proceeds of both the common stock offering and the senior

notes offering to finance a portion of its $3.4 billion acquisition

of International Coal Group, Inc. ("ICG").

wholly owned subsidiary of Arch. Arch is, on a pro forma

basis, the second largest U.S. metallurg

based on 2010 production and 2011 production guidance and

a top 10 global metallurgical coal producer based on 2010

production.

AND REPRESENTATI ON

Representation of First Reserve Management, L.P. in theestablishment of the $1.2 billion First Reserve Energy

Infrastructure Fund, L.P. ("FREIF"). FREIF has been formed to

invest primarily in a diversified portfolio of attractive,related infrastructure

AND REPRESENTATI ON

J.P. Morgan, as representative of the several

initial purchasers, in connection with Antero Resources

Finance Corporation’s $400 million offering of 7.250% Senior

Notes due 2019. The offering of notes was made to qualified

on Rule 144A and Regulation S

under the Securities Act. Antero Resources Finance

Corporation is a wholly owned subsidiary of Antero

Resources LLC, an independent oil and natural gas company

engaged in exploration, development and production of

properties located onshore in the United States.

Representation of Arch Coal, Inc. (“Arch”) in connection with

its $1.3 billion public offering of 48.0 million shares of

common stock and its Rule 144A offering of $2.0 billion of

es, consisting of $1.0 billion of 7.000% senior notes

due 2019 and $1.0 billion of 7.250% senior notes due 2021.

Arch Coal, already one of the world’s largest private sector

producers of steam and metallurgical coal, used the net

on stock offering and the senior

notes offering to finance a portion of its $3.4 billion acquisition

("ICG"). ICG is now a

wholly owned subsidiary of Arch. Arch is, on a pro forma

basis, the second largest U.S. metallurgical coal producer

based on 2010 production and 2011 production guidance and

a top 10 global metallurgical coal producer based on 2010

Capital Markets

C OMPANY

BRASKEM S.A.

CERES, INC.


Representation of Citigroup Global Markets Inc., Deutsche

Bank Securities Inc. and Santander Investment Securities Inc.,

as initial purchasers, in connection with a US$750 million debt

offering by Braskem S.A., a Brazilian corporation. Braskem

Finance Limited, a Cayman Islands finance subsidiary, issued

5.75% Notes due 2021, which were guaranteed by Braskem.

The offering was conducted in reliance upon Rule 144A and

Regulation S. The Firm also represented Citigroup Global

Markets Inc., Deutsche Bank Securities Inc. and Santa

Investment Securities Inc., as dealer managers and solicitation

agents, in concurrent cash tender offers and consent

solicitations with respect to three series of outstanding debt

securities issued by Braskem Finance and Braskem. The

tender offers resulted in the purchase of approximately

US$166 million principal amount (or 66%) of 11.75% Notes

due 2014, approximately US$85 million principal amount (or

57%) of 9.375% Notes due 2015 and approximately US$144

million principal amount (or 53%) of 8.00% Not

Braskem is the leading petrochemical company in Latin

America and the third largest Brazilian

industrial company.

Representation of the underwriters, led by Goldman, Sachs &

Co. and Barclays Capital Inc. and co-managed by Piper Jaffray

& Co., Raymond James & Associates, Inc. and Simmons &

Company International, in connection with the underwriting

of the $75 million initial public offering of 5,750,000 shares of

common stock by Ceres, Inc. Ceres is an agricultu

biotechnology company that markets seeds for energy crops

used in the production of renewable transportation fuels,

electricity and bio-based products.

AND REPRESENTATI ON

Citigroup Global Markets Inc., Deutsche

Bank Securities Inc. and Santander Investment Securities Inc.,

as initial purchasers, in connection with a US$750 million debt

offering by Braskem S.A., a Brazilian corporation. Braskem

nds finance subsidiary, issued

5.75% Notes due 2021, which were guaranteed by Braskem.


Regulation S. The Firm also represented Citigroup Global

Markets Inc., Deutsche Bank Securities Inc. and Santander

Investment Securities Inc., as dealer managers and solicitation

agents, in concurrent cash tender offers and consent

solicitations with respect to three series of outstanding debt

securities issued by Braskem Finance and Braskem. The

ulted in the purchase of approximately

US$166 million principal amount (or 66%) of 11.75% Notes

due 2014, approximately US$85 million principal amount (or

57%) of 9.375% Notes due 2015 and approximately US$144

million principal amount (or 53%) of 8.00% Notes due 2017.

Braskem is the leading petrochemical company in Latin

America and the third largest Brazilian-owned private sector

the underwriters, led by Goldman, Sachs &

managed by Piper Jaffray

& Co., Raymond James & Associates, Inc. and Simmons &

Company International, in connection with the underwriting

of the $75 million initial public offering of 5,750,000 shares of

common stock by Ceres, Inc. Ceres is an agricultural

biotechnology company that markets seeds for energy crops

used in the production of renewable transportation fuels,

Capital Markets

C OMPANY

CHINA STEEL CORPORATION

CLEAREDGE POWER, INC.

COMISIÓN FEDERAL DE

ELECTRICIDAD (FEDERAL

ELECTRICITY COMMISSION


ORPORATION Representation of Credit Suisse Securities (Hong Kong)

Limited and J.P. Morgan Securities Ltd., as initial purchasers,

in connection with the US$751.1 million international offering

of global depositary shares by China Steel Corporation, which

was the largest equity offering by a Taiwanese company this

year to date. China Steel Corporation is the only integrated

steel maker and also the largest steel manufacturer in the

Republic of China (Taiwan).

. Representation of Goldman, Sachs & Co. in connection with a

private placement by ClearEdge Power, Inc. of $5

693,313 Series E Preferred Stock. ClearEdge

manufactures and sells a suite of continuous onsite power

systems that use fuel cell technology to efficiently deliver

predictable, clean and cost-effective power, which enables

customers to increase independence from the power grid, save

money and reduce green house gas emissions.

EDERAL

OMMISSION)

Representation of BBVA, BNP PARIBAS and Citigroup, as

initial purchasers, in connection with an offering of U.S. $750

million of 5.750% Notes due 2042 by Comisión Federal de

Electricidad (Federal Electricity Commission) of Mexico,

which is known as CFE. The offering was conducted in

reliance upon Rule 144A and Regulation S under the U.S.

Securities Act of 1933. According to press reports, the off

achieved the lowest-ever interest rate for a 30

security issued by a Mexican governmental or government

related issuer as of the date of the offering. CFE is the national

electricity company of Mexico and is 100% owned by the

Mexican government. CFE has the exclusive right to transmit

and distribute electricity in Mexico, and it generates most of

the electricity consumed in Mexico. As of September 30, 2011,

CFE provided electricity to 35.2 million customer accounts,

which represented an estimated 97.8% of the Mexican

population.

AND REPRESENTATI ON

Credit Suisse Securities (Hong Kong)

Morgan Securities Ltd., as initial purchasers,

in connection with the US$751.1 million international offering

of global depositary shares by China Steel Corporation, which

was the largest equity offering by a Taiwanese company this

el Corporation is the only integrated

steel maker and also the largest steel manufacturer in the

Representation of Goldman, Sachs & Co. in connection with a

private placement by ClearEdge Power, Inc. of $50 million of

Series E Preferred Stock. ClearEdge Power designs,

manufactures and sells a suite of continuous onsite power

systems that use fuel cell technology to efficiently deliver

effective power, which enables

customers to increase independence from the power grid, save

oney and reduce green house gas emissions.

BBVA, BNP PARIBAS and Citigroup, as

initial purchasers, in connection with an offering of U.S. $750

2042 by Comisión Federal de

Electricidad (Federal Electricity Commission) of Mexico,

which is known as CFE. The offering was conducted in

reliance upon Rule 144A and Regulation S under the U.S.

Securities Act of 1933. According to press reports, the offering

ever interest rate for a 30-year debt

security issued by a Mexican governmental or government-

related issuer as of the date of the offering. CFE is the national

electricity company of Mexico and is 100% owned by the

ment. CFE has the exclusive right to transmit

and distribute electricity in Mexico, and it generates most of

the electricity consumed in Mexico. As of September 30, 2011,

CFE provided electricity to 35.2 million customer accounts,

timated 97.8% of the Mexican

Capital Markets

C OMPANY

COMISIÓN FEDERAL DE

ELECTRICIDAD OF MEXICO

CONCHO RESOURCES INC

COVANTA HOLDING CORPORATION


EXICO

Representation of BofA Merrill Lynch, Deutsche Bank

Securities and Goldman, Sachs & Co., as initial purchasers, in

connection with an offering of $1billion

2021 issued by Comisión Federal de Electricidad (Federal

Electricity Commission) of Mexico, which is known as CFE.


Regulation S under the U.S. Securities Act of 1933 and

constituted CFE’s inaugural securities offering in the broader

international capital markets.

NC. Representation of the underwriters in connection with Concho

Resources Inc.’s $600 million high yield debt offering of

Senior Notes. BofA Merrill Lynch, J.P. Morgan and Wells

Fargo Securities were the joint book-running managers.

Concho Resources is an independent oil and natural gas

company engaged in the acquisition, development and

exploration of oil and natural gas properties.

ORPORATION Representation of Morgan Stanley, BofA Merrill Lynch,

Barclays Capital, Credit Agricole CIB, J.P. Morgan and

Citigroup, as underwriters in connection with a

of 6.375% Senior Notes due 2022 by Covanta Holding

Corporation. Covanta Energy, a subsidiary of Covanta

Holding Corporation, is an internationally recognized owner

and operator of large-scale Energy-from

energy projects and a recipient of the Energy Innovator

Award from the U.S. Department of Energy's

Efficiency and Renewable Energy. Covanta is one of the

world’s leading owners and operators of infrastructure for the

conversion of waste to energy as well as other waste disposal

and renewable energy production businesses in the America

Europe and Asia. Covanta’s 46 Energy

provide communities with an environmentally sound solution

to their solid waste disposal needs by using that municipal

solid waste to generate clean, renewable energy.

AND REPRESENTATI ON

BofA Merrill Lynch, Deutsche Bank

Securities and Goldman, Sachs & Co., as initial purchasers, in

connection with an offering of $1billion of 4.875% Notes due

2021 issued by Comisión Federal de Electricidad (Federal

Electricity Commission) of Mexico, which is known as CFE.


Regulation S under the U.S. Securities Act of 1933 and

tuted CFE’s inaugural securities offering in the broader

underwriters in connection with Concho

Resources Inc.’s $600 million high yield debt offering of 6.5%

errill Lynch, J.P. Morgan and Wells

running managers.

Concho Resources is an independent oil and natural gas

company engaged in the acquisition, development and

exploration of oil and natural gas properties.

Representation of Morgan Stanley, BofA Merrill Lynch,

Barclays Capital, Credit Agricole CIB, J.P. Morgan and

in connection with a $400 million

by Covanta Holding

vanta Energy, a subsidiary of Covanta

Holding Corporation, is an internationally recognized owner

from-Waste and renewable

energy projects and a recipient of the Energy Innovator

Award from the U.S. Department of Energy's Office of Energy

Efficiency and Renewable Energy. Covanta is one of the

leading owners and operators of infrastructure for the

as well as other waste disposal

and renewable energy production businesses in the Americas,

Europe and Asia. Covanta’s 46 Energy-from-Waste facilities

provide communities with an environmentally sound solution

to their solid waste disposal needs by using that municipal

solid waste to generate clean, renewable energy.

Capital Markets

C OMPANY

UDENBURY RESOURCES INC

DRESSER-RAND GROUP, INC


NC. Representation of the underwriters, led by Merrill Lynch,

Pierce, Fenner & Smith Incorporated, in connection with the

registered public offering by Denbury Resources Inc.

(“Denbury”) of $400 million aggregate principal amount of its

6.375% Senior Subordinated Notes due 2021. Denbury is an

independent oil and natural gas company based in Plano,

Texas. Denbury designs, installs, tests, operates, and

maintains pipelines.

NC. Representation of UBS Securities LLC, Goldman, Sachs &

and the other initial purchasers in connection with Dresser

Rand Group, Inc.’s $375 million high yield offering of 6.50%

Senior Subordinated Notes due 2021. Dresser

the largest global suppliers of custom-

equipment solutions for long-life, critical applications in the

oil, gas, chemical, petrochemical, process, power, military and

other industries worldwide. Dresser-Rand operates globally

with manufacturing facilities in the United States, France,

United Kingdom, Germany, Norway, India, and China, and

has over 60 sales offices and 39 service and 12 manufacturing

locations worldwide, with established coverage in over 140

countries.

AND REPRESENTATI ON

the underwriters, led by Merrill Lynch,

Pierce, Fenner & Smith Incorporated, in connection with the

registered public offering by Denbury Resources Inc.

(“Denbury”) of $400 million aggregate principal amount of its

ed Notes due 2021. Denbury is an

independent oil and natural gas company based in Plano,

designs, installs, tests, operates, and

Representation of UBS Securities LLC, Goldman, Sachs & Co.

and the other initial purchasers in connection with Dresser-

Rand Group, Inc.’s $375 million high yield offering of 6.50%

Senior Subordinated Notes due 2021. Dresser-Rand is among

-engineered rotating

life, critical applications in the

oil, gas, chemical, petrochemical, process, power, military and

Rand operates globally

with manufacturing facilities in the United States, France,

any, Norway, India, and China, and

has over 60 sales offices and 39 service and 12 manufacturing

locations worldwide, with established coverage in over 140

Capital Markets

C OMPANY

ENERGY FUTURE INTERMEDIATE

HOLDING COMPANY LLC

FINANCE INC.

ENERGY FUTURE INTERMEDIATE

HOLDING COMPANY LLC

FINANCE INC.


NTERMEDIATE

LLC AND EFIH

Representation of Energy Future Intermediate Holding

Company LLC (“EFIH”) and EFIH Finance Inc., direct,

wholly-owned subsidiaries of Energy Future Holdings Corp.

(“EFH Corp.”), formerly known as TXU Corp., in their

issuance and sale of $350 million aggregate principal amou

of 11.750% Senior Secured Second Lien Notes due 2022. EFH

Corp. is a Dallas, Texas-based holding company, which,

through EFIH, holds a 100% interest in Oncor Electric

Delivery Holdings Company LLC which, in turn, holds

approximately 80% of the membership interests in Oncor

Electric Delivery Company LLC (“Oncor”). Oncor is a

regulated company that provides both transmission and

distribution services to retail electric providers that sell

electricity to consumers and transmission services to other

electricity distribution companies, cooperatives and

municipalities. Oncor derives a portion of its revenues from

fees for delivery services provided to Texas Competitive

Electric Holdings Company LLC, an indirect, wholly

subsidiary of EFH Corp. Oncor operates the largest

transmission and distribution system in Texas, delivering

electricity to approximately three million homes and

businesses and operating more than 118,000 miles of

transmission and distribution lines. EFH Corp.’s common

stock is owned by investment funds affiliated with KKR, TPG

Capital and Goldman Sachs.

NTERMEDIATE

LLC AND EFIH

Representation of Energy Future Intermediate Holding


wholly-owned subsidiaries of Energy Future Holdings Corp.


issuance and sale of $800 million aggregate principal amou


Corp. is a Dallas, Texas-based holding company, which,



approximately 80% of the membership interests in Oncor

Electric Delivery Company LLC (“Oncor”).

AND REPRESENTATI ON

Energy Future Intermediate Holding


owned subsidiaries of Energy Future Holdings Corp.


issuance and sale of $350 million aggregate principal amount


based holding company, which,



ip interests in Oncor

Electric Delivery Company LLC (“Oncor”). Oncor is a

regulated company that provides both transmission and

distribution services to retail electric providers that sell

electricity to consumers and transmission services to other

icity distribution companies, cooperatives and

municipalities. Oncor derives a portion of its revenues from

fees for delivery services provided to Texas Competitive

Electric Holdings Company LLC, an indirect, wholly-owned

erates the largest

transmission and distribution system in Texas, delivering

electricity to approximately three million homes and

businesses and operating more than 118,000 miles of

transmission and distribution lines. EFH Corp.’s common

investment funds affiliated with KKR, TPG

Energy Future Intermediate Holding


owned subsidiaries of Energy Future Holdings Corp.


issuance and sale of $800 million aggregate principal amount


based holding company, which,



ip interests in Oncor

Electric Delivery Company LLC (“Oncor”).

Capital Markets

C OMPANY

EQT CORPORATION

FMG RESOURCES (AUGUST

PTY LTD


Representation of the underwriters, led by Barclays Capital

Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities

LLC, in an offering by EQT Corporation of $750 millio

principal amount of 4.875% Senior Notes due 2021. EQT

Corporation is an integrated energy company with emphasis

on Appalachian area natural gas production, gathering,

transmission and distribution. Simpson Thacher serves as

designated underwriters’ counsel for EQT Corporation.

UGUST 2006) Representation of the initial purchasers, led by J.P. Morgan

Securities LLC, Merrill Lynch, Pierce, Fenner &

Incorporated, Credit Suisse Securities (USA) LLC, Deutsche

Bank Securities Inc. and RBS Securities Inc., in the sale of an

aggregate principal amount of $1.5 billion 8.25% high yield

Senior Notes due 2019 of FMG Resources (August 2006) Pty

Ltd, an Australian corporation (“FMG”), and a direct wholly

owned subsidiary of Fortescue Metals Group Ltd

(“Fortescue”), pursuant to Rule 144A and Regulation S. The

notes are guaranteed by certain of Fortescue’s direct and

indirect subsidiaries. FMG intends to u

from the offering to expand its existing operations in the

Chichester Hub, develop the Solomon Hub and build out its

rail and port transportation infrastructure, and for general

corporate purposes. Fortescue is engaged in the exploratio

development, production and export of iron ore in the Pilbara

region of Western Australia.

AND REPRESENTATI ON

Representation of the underwriters, led by Barclays Capital

Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities

LLC, in an offering by EQT Corporation of $750 million

principal amount of 4.875% Senior Notes due 2021. EQT

Corporation is an integrated energy company with emphasis

on Appalachian area natural gas production, gathering,

transmission and distribution. Simpson Thacher serves as

sel for EQT Corporation.

the initial purchasers, led by J.P. Morgan

Securities LLC, Merrill Lynch, Pierce, Fenner & Smith

Incorporated, Credit Suisse Securities (USA) LLC, Deutsche

Bank Securities Inc. and RBS Securities Inc., in the sale of an

aggregate principal amount of $1.5 billion 8.25% high yield

Senior Notes due 2019 of FMG Resources (August 2006) Pty

ustralian corporation (“FMG”), and a direct wholly-

owned subsidiary of Fortescue Metals Group Ltd

(“Fortescue”), pursuant to Rule 144A and Regulation S. The

notes are guaranteed by certain of Fortescue’s direct and

indirect subsidiaries. FMG intends to use the net proceeds

from the offering to expand its existing operations in the

Chichester Hub, develop the Solomon Hub and build out its

rail and port transportation infrastructure, and for general

corporate purposes. Fortescue is engaged in the exploration,

development, production and export of iron ore in the Pilbara

Capital Markets

C OMPANY

HALLIBURTON COMPANY

ITC HOLDINGS CORP.


OMPANY Representation of the underwriters, led by Citigroup,

Deutsche Bank Securities, HSBC, RBS, Credit Suisse and

Morgan Stanley, as joint book-running managers, in

connection with an offering by Halliburton Company of $500

million aggregate principal amount of 3.25% Senior Notes due

2021 and $500 million aggregate principal amount of 4.50%

Senior Notes due 2041. Halliburton Company is one of the

world’s largest oilfield services companies. Halliburton

provides a variety of services and products to customers in

the energy industry related to the exploration, development

and production of oil and natural gas. Halliburton serves

major, national and independent oil and natural gas

companies throughout the world. Simpson Thacher serves as

designated underwriters’ counsel for Halliburton Company.

Representation of ITC Holdings Corp. (“ITC”) in establishing

an at-the-market public offering program.

program, ITC may issue and sell, from time to time, up to of

$250 million of its common stock. Deutsche Bank Securities

Inc. will serve as the sales agent under the program.

invests in the electricity transmission grid to

reliability, improve access to markets and lower the overall

cost of delivered energy. ITC is a leading independent

electricity transmission company in the U.S.

AND REPRESENTATI ON

Representation of the underwriters, led by Citigroup,

Deutsche Bank Securities, HSBC, RBS, Credit Suisse and

nning managers, in

connection with an offering by Halliburton Company of $500

million aggregate principal amount of 3.25% Senior Notes due

2021 and $500 million aggregate principal amount of 4.50%

Senior Notes due 2041. Halliburton Company is one of the

orld’s largest oilfield services companies. Halliburton

provides a variety of services and products to customers in

the energy industry related to the exploration, development

and production of oil and natural gas. Halliburton serves

dependent oil and natural gas

companies throughout the world. Simpson Thacher serves as

designated underwriters’ counsel for Halliburton Company.

ITC Holdings Corp. (“ITC”) in establishing

ffering program. Under the

program, ITC may issue and sell, from time to time, up to of

Deutsche Bank Securities

Inc. will serve as the sales agent under the program. ITC

invests in the electricity transmission grid to improve electric

reliability, improve access to markets and lower the overall

cost of delivered energy. ITC is a leading independent

electricity transmission company in the U.S.

Capital Markets

C OMPANY

ITC MIDWEST LLC

KOREA GAS CORPORATION

(KOGAS)


(KOGAS)


Representation of ITC Midwest LLC, a wholly

subsidiary of ITC Holdings Corp., in ITC Midwest’s issuance

of $100 million aggregate principal amount of 3.50% First

Mortgage Bonds, Series E due 2027, in a private placement.

ITC Holdings Corp. invests in the electricity transmission grid

to improve electric reliability, improve access to markets and

lower the overall cost of delivered energy. ITC is the largest

independent electricity transmission company in the country.

Through its subsidiaries, ITCTransmission

Transmission Company (METC) and I

operates regulated, high-voltage transmission systems in

Michigan’s Lower Peninsula and portions of Iowa, Minnesota,

Illinois and Missouri, serving a combined peak load in excess

of 25,000 megawatts. ITC is also focused on new areas where

significant transmission system improvements are needed

through subsidiaries ITC Grid Development, ITC Great Plains

and ITC Panhandle Transmission.

ORPORATION Representation of Deutsche Bank, Goldman Sachs,

Morgan, Morgan Stanley and UBS in connection with the

update by Korea Gas Corporation (KOGAS)

Global MTN Program and subsequent takedown of

144A/REG S $750 million 6.250% Senior Notes due 2042.

Korea Gas Corporation is a public natural gas company,

established in 1983 and controlled by the Korean Government.

KOGAS is listed on the Korea Exchange and is the largest

LNG importer in the world. KOGAS operates three LNG

regasification terminals and over 2,800 km of natural gas

pipelines in South Korea. (2012)

ORPORATION Representation of Barclays, RBS and UBS in connection with

Korea Gas Corporation’s Reg S CHF 250 million of 2.000%

Notes due 2016 and CHF 100 million of 2.875% Notes due

2019 under the $3 billion Global MTN Program.

AND REPRESENTATI ON

ITC Midwest LLC, a wholly-owned

of ITC Holdings Corp., in ITC Midwest’s issuance

of $100 million aggregate principal amount of 3.50% First

Mortgage Bonds, Series E due 2027, in a private placement.

ITC Holdings Corp. invests in the electricity transmission grid

bility, improve access to markets and

lower the overall cost of delivered energy. ITC is the largest

independent electricity transmission company in the country.

Transmission, Michigan Electric

Transmission Company (METC) and ITC Midwest, ITC

voltage transmission systems in

Michigan’s Lower Peninsula and portions of Iowa, Minnesota,

Illinois and Missouri, serving a combined peak load in excess

of 25,000 megawatts. ITC is also focused on new areas where

ignificant transmission system improvements are needed

through subsidiaries ITC Grid Development, ITC Great Plains

Representation of Deutsche Bank, Goldman Sachs, J.P.

in connection with the

KOGAS) of its $5 billion

Global MTN Program and subsequent takedown of RULE

$750 million 6.250% Senior Notes due 2042.

Korea Gas Corporation is a public natural gas company,

ished in 1983 and controlled by the Korean Government.

KOGAS is listed on the Korea Exchange and is the largest

LNG importer in the world. KOGAS operates three LNG

regasification terminals and over 2,800 km of natural gas

Representation of Barclays, RBS and UBS in connection with

CHF 250 million of 2.000%

Notes due 2016 and CHF 100 million of 2.875% Notes due

2019 under the $3 billion Global MTN Program.

Capital Markets

C OMPANY


(KOGAS)

KOSMOS ENERGY LTD.

LONE PINE RESOURCES CANADA

LTD.


ORPORATION Representation of BofA Merrill Lynch, HSBC, Scotia Capital

and RBC in connection with Korea Gas Corporation’s

C$300 million of 4.580% Senior Notes due 2016 under the $3

billion Global MTN Program.

Representation of affiliates of The Blackstone Group L.P. in

connection with the approximately $594 million initial public

offering of Kosmos Energy Ltd. (the successor, after a

corporate reorganization, to Kosmos Energy Holdings), a

portfolio company of The Blackstone Group L.P. and Warburg

Pincus LLC. The offering of 33,000,000 common shares does

not include the underwriters’ option to purchase 4,950,000

additional shares. Kosmos is an international oil and gas

exploration and production company with majo

discoveries offshore West Africa including the giant Jubilee

Field in offshore Ghana.

ANADA Representation of the initial purchasers, led by Credit Suisse

Securities (USA) LLC, in connection with Lone Pine Resources

Canada Ltd.’s offering of $200 million aggregate principal

amount of senior notes. Lone Pine Resources Canada Ltd. is a

wholly owned subsidiary of Lone Pine Resources Inc. Lone

Pine Resources Inc. is an oil and gas exploration, development

and production company with operations in Canada.

AND REPRESENTATI ON

BofA Merrill Lynch, HSBC, Scotia Capital

in connection with Korea Gas Corporation’s Reg S

C$300 million of 4.580% Senior Notes due 2016 under the $3

affiliates of The Blackstone Group L.P. in

connection with the approximately $594 million initial public

offering of Kosmos Energy Ltd. (the successor, after a

corporate reorganization, to Kosmos Energy Holdings), a

he Blackstone Group L.P. and Warburg

Pincus LLC. The offering of 33,000,000 common shares does

not include the underwriters’ option to purchase 4,950,000

additional shares. Kosmos is an international oil and gas

exploration and production company with major oil

discoveries offshore West Africa including the giant Jubilee

Representation of the initial purchasers, led by Credit Suisse

Securities (USA) LLC, in connection with Lone Pine Resources

Ltd.’s offering of $200 million aggregate principal

Lone Pine Resources Canada Ltd. is a

wholly owned subsidiary of Lone Pine Resources Inc. Lone

Pine Resources Inc. is an oil and gas exploration, development

y with operations in Canada.

Capital Markets

C OMPANY

LONE PINE RESOURCES INC

MEG ENERGY CORP.


NC. Representation of the underwriters, led by J.P. Morgan

Securities LLC, Credit Suisse Securities (USA) LLC and TD

Securities (USA) LLC in connection with the underwriting of

the $195 million initial public offering of 15,000,000 shares

common stock by Lone Pine Resources Inc. (Lone Pine), a

wholly-owned subsidiary of Forest Oil Corporation (Forest) in

both the U.S. and in each of the provinces of Canada other

than Quebec. After giving effect to the IPO,

of the outstanding shares of Lone Pine's common stock. Lone

Pine is an independent oil and gas exploration, development,

and production company. Lone Pine's principal reserves,

producing properties, and exploration prospects are located

Canada in the provinces of Alberta, British Columbia, and

Quebec and the Northwest Territories. Forest is an

independent oil and gas company, primarily engaged in the

acquisition, exploration, development, and production of oil,

natural gas and natural gas liquids in North America.

Representation of Barclays Capital, Credit Suisse, BMO

Capital Markets, Morgan Stanley, CIBC, HSBC and RBC

Capital Markets as initial purchasers in connection with the

Rule 144A and Regulation S high yield

Energy Corp. (“MEG”) of $750 million aggregate principal

amount of 6.50% Senior Notes due 2021. The Firm also

represented the lenders in connection with MEG’s amended

and restated credit facility with Bank of Montreal

revolving administrative agent, and Barclays Bank PLC, as

administrative agent and as collateral agent, in an aggregate

amount of $1,500 million, comprising (i) a $1,000 million term

loan facility and (ii) a $500 million senior secured revolving

credit facility. MEG is an oil sands company focused on

oil sands development and production in Alberta, Canada.

AND REPRESENTATI ON

the underwriters, led by J.P. Morgan

Securities LLC, Credit Suisse Securities (USA) LLC and TD

Securities (USA) LLC in connection with the underwriting of

blic offering of 15,000,000 shares

common stock by Lone Pine Resources Inc. (Lone Pine), a

owned subsidiary of Forest Oil Corporation (Forest) in

both the U.S. and in each of the provinces of Canada other

than Quebec. After giving effect to the IPO, Forest owns 82.3%

of the outstanding shares of Lone Pine's common stock. Lone

Pine is an independent oil and gas exploration, development,

and production company. Lone Pine's principal reserves,

producing properties, and exploration prospects are located in

Canada in the provinces of Alberta, British Columbia, and

Quebec and the Northwest Territories. Forest is an

independent oil and gas company, primarily engaged in the

acquisition, exploration, development, and production of oil,

gas liquids in North America.

Barclays Capital, Credit Suisse, BMO

Capital Markets, Morgan Stanley, CIBC, HSBC and RBC

Capital Markets as initial purchasers in connection with the

Rule 144A and Regulation S high yield offering by MEG

Energy Corp. (“MEG”) of $750 million aggregate principal

amount of 6.50% Senior Notes due 2021. The Firm also

represented the lenders in connection with MEG’s amended

and restated credit facility with Bank of Montreal, as

rative agent, and Barclays Bank PLC, as

administrative agent and as collateral agent, in an aggregate

amount of $1,500 million, comprising (i) a $1,000 million term

loan facility and (ii) a $500 million senior secured revolving

il sands company focused on in situ

oil sands development and production in Alberta, Canada.

Capital Markets

C OMPANY

MIDWEST VANADIUM PTY

MIRABELA NICKEL LTD.

NEO SOLAR POWER CORPORATION


TY LTD Representation of J.P. Morgan Securities LLC as sole initial

purchaser in connection with the Rule 144A and Regulation S

$335 million offering of 11.50% Senior Secured Notes due 2018

by Midwest Vanadium Pty Ltd (“MVPL”). MVPL is an

indirect, wholly owned subsidiary of Atlantic LTD. The

proceeds from the offering will be used, among other things,

to complete construction and commissioning

Windimurra open pit vanadium mine and related ore

processing facilities in Western Australia. The Windimurra

project contains one of the world’s largest known reserves of

vanadium, which is an important component in the

production of high strength steel and titanium alloys.

Representation of J.P. Morgan Securities LLC and Barclays

Capital Inc. as initial purchasers in connection with the $395

million high yield offering of 8.75% Senior Notes due 2018 by

Mirabela Nickel Ltd. Mirabela Nickel is a nickel producer,

operating one of the world’s largest open pit nickel sulphide

mine, located in Brazil. The Company is listed on the

Australian Securities Exchange (MBN) and the Toronto Stock

Exchange (MNB) and is an ASX 200 company.

ORPORATION Representation of Deutsche Bank and UBS in connection with

the offering of 20,000,000 Global Depositary Shares of Neo

Solar Power Corporation (“Neo Solar”) for proceeds of

approximately $132.4 million pursuant to R

Regulation S. Based in Taiwan, Neo Solar is one of the

world’s leading independent solar cell manufacturers.

AND REPRESENTATI ON

J.P. Morgan Securities LLC as sole initial

purchaser in connection with the Rule 144A and Regulation S

fering of 11.50% Senior Secured Notes due 2018

by Midwest Vanadium Pty Ltd (“MVPL”). MVPL is an

indirect, wholly owned subsidiary of Atlantic LTD. The

proceeds from the offering will be used, among other things,

to complete construction and commissioning of MVPL’s

Windimurra open pit vanadium mine and related ore

processing facilities in Western Australia. The Windimurra

project contains one of the world’s largest known reserves of

vanadium, which is an important component in the

gth steel and titanium alloys.

J.P. Morgan Securities LLC and Barclays

Capital Inc. as initial purchasers in connection with the $395

8.75% Senior Notes due 2018 by

Mirabela Nickel is a nickel producer,

operating one of the world’s largest open pit nickel sulphide

mine, located in Brazil. The Company is listed on the

Australian Securities Exchange (MBN) and the Toronto Stock

200 company.

Deutsche Bank and UBS in connection with

the offering of 20,000,000 Global Depositary Shares of Neo

Solar Power Corporation (“Neo Solar”) for proceeds of

approximately $132.4 million pursuant to Rule 144A and

Regulation S. Based in Taiwan, Neo Solar is one of the

world’s leading independent solar cell manufacturers.

Capital Markets

C OMPANY

NOBLE HOLDING INTERNATIONAL

LIMITED

PPL CORPORATION

PPL WEM HOLDINGS PLC


NTERNATIONAL Representation of Barclays Capital, HSBC, SunTrust Robinson

Humphrey, Wells Fargo Securities and the other underwriters

in connection with Noble Holding International Limited’s

offering of $300 million of 2.50% Senior Notes due 2017, $400

million of 3.95% Senior Notes due 2022 and $500 million of

5.25% Senior Notes due 2042. Noble is a leading o

drilling contractor for the oil and gas industry.

fleet of 79 offshore drilling units located worldwide, including

in the Middle East, India, the U.S. Gulf of Mexico, Mexico, the

Mediterranean, the North Sea, Brazil, West Africa and As

Pacific.

Representation of PPL Corporation in connection with its

concurrent offerings of an aggregate of $3.3 billion consisting

of 92 million shares of common stock and 19.55 million equity

units. PPL, a global energy holding company, headquartered

in Allentown, PA, owns or controls nearly 19,000 megawatts

of generating capacity in the United States, sells energy in key

U.S. markets and delivers electricity to about 10 million

customers in the United States and the United Kingdom.

OLDINGS PLC Representation of PPL WEM Holdings plc (“WEM”), a

subsidiary of PPL Corp. (“PPL”), in connection with its $960

million offering of senior notes, consisting of its $460 million

offering of 3.9% Senior Notes due 2016 and $500 million

offering of 5.375% Senior Notes due 2021. The Firm also

represented PPL in connection with the Central Networks

acquisition, the Bridge Term Loan Facility and

common stock and equity unit offerings. WEM is a holding

company which owns the Central Networks regulated

electricity distribution businesses in the United Kingdom.

PPL, headquartered in Allentown, PA, owns or controls

nearly 19,000 megawatts of generating capacity in the United

States, sells energy in key U.S. markets and delivers electricity

to about 10 million customers in the United States and the

United Kingdom.

AND REPRESENTATI ON

Barclays Capital, HSBC, SunTrust Robinson

and the other underwriters

Noble Holding International Limited’s

$300 million of 2.50% Senior Notes due 2017, $400

million of 3.95% Senior Notes due 2022 and $500 million of

Noble is a leading offshore

drilling contractor for the oil and gas industry. Noble has a

fleet of 79 offshore drilling units located worldwide, including

in the Middle East, India, the U.S. Gulf of Mexico, Mexico, the

Mediterranean, the North Sea, Brazil, West Africa and Asian

in connection with its

concurrent offerings of an aggregate of $3.3 billion consisting

of 92 million shares of common stock and 19.55 million equity

units. PPL, a global energy holding company, headquartered

in Allentown, PA, owns or controls nearly 19,000 megawatts

ng capacity in the United States, sells energy in key

U.S. markets and delivers electricity to about 10 million

customers in the United States and the United Kingdom.

PPL WEM Holdings plc (“WEM”), a

L Corp. (“PPL”), in connection with its $960

million offering of senior notes, consisting of its $460 million

offering of 3.9% Senior Notes due 2016 and $500 million

offering of 5.375% Senior Notes due 2021. The Firm also

the Central Networks

acquisition, the Bridge Term Loan Facility and concurrent

common stock and equity unit offerings. WEM is a holding

company which owns the Central Networks regulated

electricity distribution businesses in the United Kingdom.

quartered in Allentown, PA, owns or controls

nearly 19,000 megawatts of generating capacity in the United

States, sells energy in key U.S. markets and delivers electricity

to about 10 million customers in the United States and the

Capital Markets

C OMPANY

PRECISION DRILLING CORPORATION

PUBLIC SERVICE COMPANY OF

MEXICO

QUADRA FNX MINING LTD


ORPORATION Representation of Precision Drilling Corporation (“Precision”)

in connection with its $400 million Rule 144A and Regulation

S offering of 6.50% Senior Notes due 2021. The deal was

upsized from an original amount of $300 mill

based in Calgary, Alberta, is a leading independent North

American provider of oil and natural gas drilling and drilling

related services and products.

OMPANY OF NEW Representation of J.P. Morgan, Mitsubishi UFJ Securities,

Citigroup and Wells Fargo Securities, as underwriters, in

connection with $160 million of 5.35% Senior Unsecured

Notes due 2021 by the Public Service Company of New

Mexico (PNM). PNM is a public utility company prim

engaged in the generation, transmission and distribution of

electricity in New Mexico. PNM is a wholly

of PNM Resources, Inc.

TD. Representation of the initial purchasers, led by J.P. Morgan

Securities LLC, Credit Suisse Securities (USA) LLC and BMO

Capital Markets Corp., in connection with Quadra FNX

Mining Ltd.’s high yield offering of $500 million of 7.75%

Senior Notes due 2019 pursuant to Rule 144A and Regulation

S. The notes are guaranteed by certain of Quadr

and indirect subsidiaries. Quadra FNX, a British Columbia

corporation, is a mid-tier copper mining company, with

corporate offices in Vancouver, B.C. and Toronto, Ontario.

Quadra FNX produces copper, nickel and precious metals

from its operating mines in Nevada, Arizona, Ontario and

Chile, and is developing the Sierra Gorda project, a copper

molybdenum mining project in Chile and the Victoria project,

a significant polymetallic discovery in Ontario.

AND REPRESENTATI ON

Precision Drilling Corporation (“Precision”)

in connection with its $400 million Rule 144A and Regulation

S offering of 6.50% Senior Notes due 2021. The deal was

upsized from an original amount of $300 million. Precision,

based in Calgary, Alberta, is a leading independent North

American provider of oil and natural gas drilling and drilling-

J.P. Morgan, Mitsubishi UFJ Securities,

Citigroup and Wells Fargo Securities, as underwriters, in

connection with $160 million of 5.35% Senior Unsecured

Notes due 2021 by the Public Service Company of New

a public utility company primarily

engaged in the generation, transmission and distribution of

electricity in New Mexico. PNM is a wholly-owned subsidiary

Representation of the initial purchasers, led by J.P. Morgan

Suisse Securities (USA) LLC and BMO

Capital Markets Corp., in connection with Quadra FNX

Mining Ltd.’s high yield offering of $500 million of 7.75%

Senior Notes due 2019 pursuant to Rule 144A and Regulation

S. The notes are guaranteed by certain of Quadra FNX’s direct

and indirect subsidiaries. Quadra FNX, a British Columbia

tier copper mining company, with

corporate offices in Vancouver, B.C. and Toronto, Ontario.

Quadra FNX produces copper, nickel and precious metals

rating mines in Nevada, Arizona, Ontario and

Chile, and is developing the Sierra Gorda project, a copper-

molybdenum mining project in Chile and the Victoria project,

a significant polymetallic discovery in Ontario.

Capital Markets

C OMPANY

SAMSON INVESTMENT COMPANY

SESI, L.L.C.,(subsidiary of SUPERIOR ESERVICES, INC.)


OMPANY Representation of Samson Investment Company in connection

with its $2.25 billion Rule 144A/Regulation S offering of

9.750% Senior Notes due 2020, guaranteed by each of

Samson’s existing and certain future domestic subsidiaries

that guarantee Samson’s existing revolving

Samson is a private oil and natural gas company engaged in

the development, exploration and acquisition of oil and

natural gas properties. It owns interests in over 10,000 wells of

which it operates over 7,500, with key positions in oil an

liquids-rich plays such as the Bakken, Powder River, Green

River, Granite Wash, Cana Woodford and Cotton Valley as

well as in the Haynesville and Bossier gas shales. KKR, a

leading global investment firm with previous and current oil

and gas investments, owns a significant equity position in

Samson. ITOCHU Corporation, Natural Gas Partners and

Crestview Partners have also invested in Samson alongside

KKR.

ENERGY

Representation of J.P. Morgan Securities LLC and the other

initial purchasers in connection with SESI, L.L.C’s

million offering of 7.125% Senior Notes due 2021, in

connection with the $2.7 billion acquisition of Complete

Production Services, Inc. by Superior Energy Ser

The offering was conducted pursuant to Rule 144A and

Regulation S. SESI, L.L.C. is a wholly owned subsidiary of

Superior Energy Services, Inc., a leading, highly diversified

provider of specialized oilfield services and equipment

focusing on serving the drilling-related needs of oil and gas

companies primarily through its drilling products and

services segment, and the production-

gas companies through its subsea and well enhancement,

drilling products and services and marine segments. SESI also

owns oil and gas properties in the Gulf of Mexico.

Production Services is a leading oilfield service provider

focused on the completion and production phases of oil and

gas wells.

AND REPRESENTATI ON

of Samson Investment Company in connection

with its $2.25 billion Rule 144A/Regulation S offering of

9.750% Senior Notes due 2020, guaranteed by each of

Samson’s existing and certain future domestic subsidiaries

that guarantee Samson’s existing revolving credit facility.

Samson is a private oil and natural gas company engaged in

the development, exploration and acquisition of oil and

natural gas properties. It owns interests in over 10,000 wells of

which it operates over 7,500, with key positions in oil and

rich plays such as the Bakken, Powder River, Green

River, Granite Wash, Cana Woodford and Cotton Valley as

well as in the Haynesville and Bossier gas shales. KKR, a

leading global investment firm with previous and current oil

owns a significant equity position in

Samson. ITOCHU Corporation, Natural Gas Partners and

Crestview Partners have also invested in Samson alongside

J.P. Morgan Securities LLC and the other

in connection with SESI, L.L.C’s $800

million offering of 7.125% Senior Notes due 2021, in

connection with the $2.7 billion acquisition of Complete

Production Services, Inc. by Superior Energy Services, Inc.

The offering was conducted pursuant to Rule 144A and

Regulation S. SESI, L.L.C. is a wholly owned subsidiary of

Superior Energy Services, Inc., a leading, highly diversified

provider of specialized oilfield services and equipment

related needs of oil and gas

companies primarily through its drilling products and

-related needs of oil and

gas companies through its subsea and well enhancement,

marine segments. SESI also

owns oil and gas properties in the Gulf of Mexico. Complete

Production Services is a leading oilfield service provider

focused on the completion and production phases of oil and

Capital Markets

C OMPANY

SESI, L.L.C.,(subsidiary of SUPERIOR ESERVICES, INC.)

TEXAS COMPETITIVE ELECTRIC

HOLDINGS COMPANY LLC

TERNIUM S.A.


ENERGY

Representation of J.P. Morgan Securities LLC

initial purchasers in connection with SESI, L.L.C’s $500

million offering of 6.375% Senior Notes due 2019.

was conducted pursuant to Rule 144A and Regulation S.

LECTRIC

LLCRepresentation of Texas Competitive Electric Holdings

Company LLC (“TCEH”), a subsidiary of Energy Future

Holdings Corp. (“EFH Corp.”)(f/k/a TXU Corp.), in

connection with refinancing transactions, including a $1.750

billion Rule 144A/Regulation S offering of 11.5% Senior

Secured Notes due 2020. The Firm also represented Energy

Future Intermediate Holding Company LLC, a subsidiary of

EFH Corp., in an issuance of 11% Senior Secured Second Lien

Notes due 2021. TCEH is a Dallas, Texas

involved in competitive electricity market activities including

electricity generation, wholesale energy sales and purchases,

commodity risk management and trading activities and retail

electricity sales. KKR, TPG and Goldman Sachs indirectly own

approximately 60% of EFH Corp.’s capi

diluted basis.

Representation of the underwriters, J.P. Morgan Securities

LLC, BofAMerrill Lynch, BTG Pactual, Citi and Morgan

Stanley, in connection with Ternium S.A.’s $778.6 million

offering of 21,628,728 of American Depositary Shares

representing 216,287,280 Ordinary Shares.

producer of flat and long steel, with production facilities

located in Argentina, Mexico, Colombia, Guatemala and the

United States and is one of the leaders in the Latin Americ

market with integrated processes to manufacture steel

products. Its products are used in the construction, home

appliances, capital goods, container, food, energy and

automotive industries.

AND REPRESENTATI ON

Representation of J.P. Morgan Securities LLC and the other

in connection with SESI, L.L.C’s $500

million offering of 6.375% Senior Notes due 2019. The offering

was conducted pursuant to Rule 144A and Regulation S.

Texas Competitive Electric Holdings



connection with refinancing transactions, including a $1.750

billion Rule 144A/Regulation S offering of 11.5% Senior

ecured Notes due 2020. The Firm also represented Energy

Future Intermediate Holding Company LLC, a subsidiary of

EFH Corp., in an issuance of 11% Senior Secured Second Lien

Notes due 2021. TCEH is a Dallas, Texas-based company

tricity market activities including

electricity generation, wholesale energy sales and purchases,

commodity risk management and trading activities and retail

electricity sales. KKR, TPG and Goldman Sachs indirectly own

approximately 60% of EFH Corp.’s capital stock on a fully-

Representation of the underwriters, J.P. Morgan Securities

LLC, BofAMerrill Lynch, BTG Pactual, Citi and Morgan

Stanley, in connection with Ternium S.A.’s $778.6 million

Depositary Shares

Ordinary Shares. Ternium S.A. is a

producer of flat and long steel, with production facilities

located in Argentina, Mexico, Colombia, Guatemala and the

United States and is one of the leaders in the Latin American

market with integrated processes to manufacture steel

Its products are used in the construction, home

appliances, capital goods, container, food, energy and

Capital Markets

C OMPANY

XIANGYU DREDGING HOLDINGS

LIMITED

XYLEM INC.

YPF SOCIEDAD ANÓNIMA


OLDINGS Representation of Xiangyu Dredging Holdings Limited in

connection with its HK$638 million (approximately US$82

million) initial public offering in Hong Kong and Regulation S

offering of 200,000,000 ordinary shares to be subscribed for

and traded in Hong Kong dollars (“H shares”). X

Dredging is the largest privately owned dredging company in

China.

Representation of Xylem Inc. in connection with its

million offering of 3.550% Senior Notes due 2016 and $600

million offering of 4.875% Senior Notes due 2021.

wholly-owned subsidiary of ITT Corporation, which is

expected to be spun off from ITT Corporation,

the design, manufacturing, and application of highly

engineered technologies for the water industry with brands,

such as Bell & Gossett and Flygt. Xylem is a leading

equipment and service provider for water and wastewater

applications with a broad portfolio of products and services

addressing the full cycle of water, from collection, distribution

and use to the return of water to the environment.

NÓNIMA Representation of Credit Suisse, Deutsche Bank Securities,

Goldman, Sachs & Co., Itaú BBA, Morgan Stanley, Raymond

James and Santander Investment, as joint bookrunners, in

connection with the $1.07 billion public secondary

26,215,000 American Depositary Shares representing ordinary

shares of YPF Sociedad Anónima owned by Repsol YPF S.A.

YPF Sociedad Anónima is Argentina’s leading energy

company, operating a fully integrated oil and gas chain with

leading market positions across the domestic upstream and

downstream segments.

AND REPRESENTATI ON

redging Holdings Limited in

connection with its HK$638 million (approximately US$82

million) initial public offering in Hong Kong and Regulation S

offering of 200,000,000 ordinary shares to be subscribed for

and traded in Hong Kong dollars (“H shares”). Xiangyu

Dredging is the largest privately owned dredging company in

Representation of Xylem Inc. in connection with its $600

million offering of 3.550% Senior Notes due 2016 and $600

million offering of 4.875% Senior Notes due 2021. Xylem, a

of ITT Corporation, which is

expected to be spun off from ITT Corporation, is a leader in

the design, manufacturing, and application of highly

engineered technologies for the water industry with brands,

tt and Flygt. Xylem is a leading

equipment and service provider for water and wastewater

applications with a broad portfolio of products and services

addressing the full cycle of water, from collection, distribution

nvironment.

Credit Suisse, Deutsche Bank Securities,

Goldman, Sachs & Co., Itaú BBA, Morgan Stanley, Raymond

James and Santander Investment, as joint bookrunners, in

connection with the $1.07 billion public secondary offering of

26,215,000 American Depositary Shares representing ordinary

shares of YPF Sociedad Anónima owned by Repsol YPF S.A.

YPF Sociedad Anónima is Argentina’s leading energy

company, operating a fully integrated oil and gas chain with

positions across the domestic upstream and

Banking, Acquisition and Project Finance

C OMPANY

ALTA WIND VI –VIII

CALIFORNIA WIND POWER

OF TERRA-GEN POWER LLC

ARROWHEAD PIPELINE, LP

ASSOCIATED ASPHALT PARTNERS

LLC

BAKER HUGHES INCORPORATED

BALDWIN WIND, LLC



OWER PROJECT

LLC

Representation of the bank group, led by Union Bank, N.A.

and Crédit Agricole Corporate and Investment Bank, in a

$635.9 million construction and term loan financing for two

150-megawatt Alta Wind VI and Alta Wind VIII wind power

projects being developed by Terra-Gen Power LLC in the

Tehachapi area of California. The Alta Wind VI and Alta Wind

VIII projects are part of Terra Gen’s Alta Wind Energy Center,

a 3,000-megawatt initiative considered to be one of the largest

U.S. wind development projects.

LP Representation of Arrowhead Pipeline, LP, a division of the

Harvest Pipeline Company, in connection with its $300 million

credit facility. Arrowhead Pipeline, LP is an oil pipeline

operator which ships crude oil from the Eagle Ford Shale

of the U.S. state of Texas. Eagle Ford Shale is a hydrocarbon

producing formation rich in oil and natural gas fields.

ARTNERS Representation of Goldman Sachs Capital Partners in

connection with the financing related to its $400 million

acquisition of Associated Asphalt Partners LLC

Capital Partners, LLC. Associated Asphalt Partners owns

storage facilities and sells asphalt used to construct and

maintain highways and roads. It operates primarily in the

mid-Atlantic and southeastern United States.

NCORPORATED Representation of JPMorgan Chase Bank, N.A. as a lead

arranger and administrative agent in conn

billion credit facility of Baker Hughes Incorporated. Baker

Hughes provides reservoir consulting, drilling, formation

evaluation, completions, pressure pumping and production

products and services to the worldwide oil and gas industry

Representation of the note purchasers in a NextEra

financing of a wind farm project located in Burleigh County,

North Dakota with an aggregate generating capacity of 102.4

MW. The issuer, Baldwin Wind, LLC, an indirect subsi

NextEra Energy Resources, LLC, issued $82 million of 6.25%

Senior Secured Notes due 2031.

AND REPRESENTATI ON

Representation of the bank group, led by Union Bank, N.A.

and Crédit Agricole Corporate and Investment Bank, in a

$635.9 million construction and term loan financing for two

megawatt Alta Wind VI and Alta Wind VIII wind power

Gen Power LLC in the

Tehachapi area of California. The Alta Wind VI and Alta Wind

VIII projects are part of Terra Gen’s Alta Wind Energy Center,

megawatt initiative considered to be one of the largest

Representation of Arrowhead Pipeline, LP, a division of the

Harvest Pipeline Company, in connection with its $300 million

credit facility. Arrowhead Pipeline, LP is an oil pipeline

operator which ships crude oil from the Eagle Ford Shale area

Shale is a hydrocarbon

producing formation rich in oil and natural gas fields.

Representation of Goldman Sachs Capital Partners in

connection with the financing related to its $400 million

Partners LLC from ArcLight

Associated Asphalt Partners owns

asphalt used to construct and

maintain highways and roads. It operates primarily in the

Atlantic and southeastern United States.

Representation of JPMorgan Chase Bank, N.A. as a lead

arranger and administrative agent in connection with the $2.5

billion credit facility of Baker Hughes Incorporated. Baker

Hughes provides reservoir consulting, drilling, formation

evaluation, completions, pressure pumping and production

products and services to the worldwide oil and gas industry.

Representation of the note purchasers in a NextEra-sponsored

financing of a wind farm project located in Burleigh County,

North Dakota with an aggregate generating capacity of 102.4

The issuer, Baldwin Wind, LLC, an indirect subsidiary of

NextEra Energy Resources, LLC, issued $82 million of 6.25%


C OMPANY

BILL BARRETT CORPORATION

BLACK STONE MINERALS

BLYTHE ENERGY LLC

CIMAREX ENERGY CO.



ORPORATION Representation of JPMorgan Chase Bank, N.A. as a lead

arranger and administrative agent in connection with the first

amendment to the $1.75 billion credit facility of Bill Barrett

Corporation. Bill Barrett Corporation, headquartered in

Denver, Colorado, explores for and develops natural gas and

oil in the Rocky Mountain region of the United States.

INERALS CO. Representation of BNP Paribas in connection with the $600

million revolving credit facility for Black Stone Minerals Co.

Black Stone Minerals Co. is one of the largest private fee

mineral and royalty owners in the United States. Black Stone

owns or controls interests, either directly or through

institutionally-supported partnerships, in more than 40,000

wells and approximately 15.0 million gross fee mineral acres

across 41 states in every major producing basin.

Representation of the lenders in connection with a $460 million

term, revolving and letter of credit facility to

LLC, an indirect wholly-owned subsidiary of NextEra Energy

Resources, LLC , to finance the Project, a 520 M W gas

generation facility.


arranger and administrative agent in connection with the $800

million credit facility of Cimarex Energy Co. Cimarex Energy

Co. is a Denver-based independent oil and gas exploration and

production company with principal operations in the Mid

Continent, Permian Basin and Gulf Coast areas of the U.S.

AND REPRESENTATI ON


arranger and administrative agent in connection with the first

the $1.75 billion credit facility of Bill Barrett

Corporation. Bill Barrett Corporation, headquartered in

Denver, Colorado, explores for and develops natural gas and

oil in the Rocky Mountain region of the United States.

ation of BNP Paribas in connection with the $600

million revolving credit facility for Black Stone Minerals Co.

of the largest private fee

mineral and royalty owners in the United States. Black Stone

sts, either directly or through

supported partnerships, in more than 40,000

wells and approximately 15.0 million gross fee mineral acres

across 41 states in every major producing basin.

in connection with a $460 million

term, revolving and letter of credit facility to Blythe Energy

owned subsidiary of NextEra Energy

Resources, LLC , to finance the Project, a 520 M W gas-fired



million credit facility of Cimarex Energy Co. Cimarex Energy

based independent oil and gas exploration and

pany with principal operations in the Mid-

Continent, Permian Basin and Gulf Coast areas of the U.S.


C OMPANY

COOK INLET NATURAL GAS

STORAGE ALASKA, LLC

(“CINGSA”)

DOMINION RESOURCES INC

DRUMMOND COMPANY, I

DUNE ENERGY



AS Representation of the Royal Bank of Canada, as administrative

agent and collateral agent in connectio

secured construction and term credit facility for the Cook Inlet

Natural Gas Storage Alaska, LLC (“CINGSA”). CINGSA

Kenai Peninsula natural gas storage facility located in Alaska's

Cook Inlet region. The proposed facility will

injected into underground storage facilities during times of

lower demand and withdrawn for use at times of higher

demand. The CINGSA storage facility, with an initial capacity

of approximately 11 Bcf and the capability of delivering up t

150 MMcf/day on peak winter days will contribute

significantly to a comprehensive solution to the challenges

faced by Cook Inlet utilities. CINGSA is a subsidiary of

SEMCO Energy, Inc.

NC. Representation of the JPMorgan Chase Bank, N.A in

connection with the $3.5 billion revolving credit facility for

Dominion Resources Inc. and Virginia Electric and Power

Company. Dominion is one of the nation's largest producers

and transporters of energy, with a portfolio of approximately

28,200 megawatts of generation, 11,000 miles of natural gas

transmission, gathering and storage pipeline and 6,300 miles

of electric transmission lines. Dominion Resources Inc. is a

power and energy company headquartered

Virginia that supplies electricity in parts of Virginia and North

Carolina and supplies natural gas to parts of West Virginia,

Ohio, Pennsylvania, and eastern North Carolina.

INC. Representation of Drummond Company, Inc. in

with various financing matters.

Representation of the Bank of Montreal in connection with the

$200 million credit facility for Dune Energy in connection with

its consensual out of bankruptcy recapitalization. Dune

Energy, Inc. is an independent oil and gas exploration and

development company, with operations focused along the

Louisiana/Texas Gulf Coast.

AND REPRESENTATI ON

Representation of the Royal Bank of Canada, as administrative

agent and collateral agent in connection with the $90 million

secured construction and term credit facility for the Cook Inlet

(“CINGSA”). CINGSA is a

Kenai Peninsula natural gas storage facility located in Alaska's

Cook Inlet region. The proposed facility will allow gas to be

injected into underground storage facilities during times of

lower demand and withdrawn for use at times of higher

demand. The CINGSA storage facility, with an initial capacity

of approximately 11 Bcf and the capability of delivering up to

150 MMcf/day on peak winter days will contribute

significantly to a comprehensive solution to the challenges

faced by Cook Inlet utilities. CINGSA is a subsidiary of

Representation of the JPMorgan Chase Bank, N.A in

connection with the $3.5 billion revolving credit facility for

Dominion Resources Inc. and Virginia Electric and Power

Company. Dominion is one of the nation's largest producers

with a portfolio of approximately

28,200 megawatts of generation, 11,000 miles of natural gas

transmission, gathering and storage pipeline and 6,300 miles

of electric transmission lines. Dominion Resources Inc. is a

power and energy company headquartered in Richmond,

Virginia that supplies electricity in parts of Virginia and North

Carolina and supplies natural gas to parts of West Virginia,

Ohio, Pennsylvania, and eastern North Carolina.

Representation of Drummond Company, Inc. in connection

Representation of the Bank of Montreal in connection with the

$200 million credit facility for Dune Energy in connection with

its consensual out of bankruptcy recapitalization. Dune

an independent oil and gas exploration and

development company, with operations focused along the


C OMPANY

EOG RESOURCES, INC.

FOREST OIL CORPORATION

GEOSOUTHERN ENERGY C

GEOSOUTHERN ENERGY C




arranger and administrative agent in connection with th

billion revolving credit facility of EOG Resources, Inc. EOG

Resources, Inc. is a leading independent (non

and natural gas company with proven reserves in the United

States, Canada, Trinidad, the United Kingdom and China.

ORPORATION Representation of Forest Oil Corporation in connection with its

$1.5 billion Five-year Senior Secured Revolving credit facility.

Forest Oil is an independent oil and gas company engaged in

the acquisition, exploration, development and product

natural gas and liquids primarily in North America.

CORP. Representation of GeoSouthern Energy Corp., a portfolio

company of The Blackstone Group, in connection with its $1

billion credit facility. The new facility will be used to continue

the development of GeoSouthern’s 173,000 gross acre position

in the condensate and oil windows of the

play in Texas. GeoSouthern is a privately owned, independent

exploration and production company based in The

Woodlands, Texas.

CORP. Representation of the GeoSouthern Energy Corp.

with a $250 million credit facility. GeoSouthern Energy Corp

is an independent Oil & Gas Producing Company specializing

in production of Austin Chalk and Eagle Ford unconventional

formations. The company produces oil and gas and has

substantial acreage positions in Gonzales and Lavaca counties

in Texas.

AND REPRESENTATI ON



billion revolving credit facility of EOG Resources, Inc. EOG

leading independent (non- integrated) oil

and natural gas company with proven reserves in the United

States, Canada, Trinidad, the United Kingdom and China.

Representation of Forest Oil Corporation in connection with its

year Senior Secured Revolving credit facility.

Forest Oil is an independent oil and gas company engaged in

the acquisition, exploration, development and production of

natural gas and liquids primarily in North America.

Energy Corp., a portfolio

company of The Blackstone Group, in connection with its $1

The new facility will be used to continue

the development of GeoSouthern’s 173,000 gross acre position

in the condensate and oil windows of the Eagle Ford shale

play in Texas. GeoSouthern is a privately owned, independent

exploration and production company based in The

GeoSouthern Energy Corp. in connection

GeoSouthern Energy Corp.

is an independent Oil & Gas Producing Company specializing

in production of Austin Chalk and Eagle Ford unconventional

formations. The company produces oil and gas and has

ntial acreage positions in Gonzales and Lavaca counties


C OMPANY

ITC HOLDINGS

JUAN SANTAMARIA INTERNATIONAL

AIRPORT

KINDER MORGAN, INC.



Representation of ITC Holdings Corp. and its subsidiaries

International Transmission Company, Michigan Electric

Transmission Company, LLC, ITC Midwest, LLC and ITC

Great Plains, LLC in connection with the refinancing of their

revolving credit agreements (arranged by JPMorgan) in an

aggregate amount of $625 million. ITC Holdings is the largest

independent electricity transmission company in the United

States. Through its subsidiaries, International Transmission

Company, Michigan Electric Transmission Company, LLC,

ITC Midwest, LLC and ITC Great Plains, LLC, ITC Holdings

Corp. operates regulated, high-voltage transmission systems

in Michigan’s Lower Peninsula and portions of Iowa,

Minnesota, Illinois and Missouri.

NTERNATIONAL Representation of Aeris Holding Costa Rica, operator of Costa

Rica’s Juan Santamaria International Airport, in connection

with financing for expansion of the airport.

recourse project financing comprised two loans, with Overseas

Private Investment Corporation (OPIC) putting in US$55

million and Inter-American Development Bank

in US$45 million. The financing signifies the successful

completion of a three-year restructuring effort which started in

early 2008.

Representation of Kinder Morgan, Inc. in connection with over

$13 billion of committed debt facilities related to its announced

$38 billion acquisition of El Paso Corporation and on

working capital needs of the combined companies. The

transaction will create the largest natural gas pipeline network

in North America and the fourth largest energy company in

North America.

AND REPRESENTATI ON

Representation of ITC Holdings Corp. and its subsidiaries

International Transmission Company, Michigan Electric

Transmission Company, LLC, ITC Midwest, LLC and ITC

, LLC in connection with the refinancing of their

revolving credit agreements (arranged by JPMorgan) in an

aggregate amount of $625 million. ITC Holdings is the largest

independent electricity transmission company in the United

aries, International Transmission

Company, Michigan Electric Transmission Company, LLC,

ITC Midwest, LLC and ITC Great Plains, LLC, ITC Holdings

voltage transmission systems

in Michigan’s Lower Peninsula and portions of Iowa,

Representation of Aeris Holding Costa Rica, operator of Costa

International Airport, in connection

with financing for expansion of the airport. The limited

recourse project financing comprised two loans, with Overseas

Private Investment Corporation (OPIC) putting in US$55

American Development Bank (IADB) putting

in US$45 million. The financing signifies the successful

year restructuring effort which started in

Representation of Kinder Morgan, Inc. in connection with over

d debt facilities related to its announced

$38 billion acquisition of El Paso Corporation and on-going

working capital needs of the combined companies. The

transaction will create the largest natural gas pipeline network

rgest energy company in


C OMPANY

LINC GULF COAST PETROLEUM

LONE STAR WIND, LLC

LONGVIEW POWER, LLC



ETROLEUM, INC. Representation of BNP Paribas in connection with $300 million

of reserve-based acquisition financing related to Linc Gulf

Coast Petroleum, Inc.’s purchase of oil and gas assets from

ERG Resources L.L.C. ("ERG"). The 13 oil fields and

production facilities purchased from ERG are located in Texas

and Louisiana and are within the Gulf Coast Onshore and

Inland Waters Regions. The purchase includes all related

infrastructure such as pipelines, tank batteries and processing

facilities. Linc Gulf Coast Petroleum, Inc. is a wholly owned

subsidiary of Linc Energy Ltd., a diversified energy company

and a leader in Underground Coal Gasification (UCG) and Gas

to Liquids (GTL) processes. Linc Ener

UCG processes to Enhanced Oil Recovery to extract ‘stranded’

oil from near-depleted reservoirs.

Representation of the lenders in connection with the $386

million secured construction and term credit facility for L

Star Transmission, LLC (“Lone Star”). Lone Star is

constructing a 329 mile transmission line as part of the Texas

Competitive Renewable Energy Zones project. The proposed

transmission line will allow wind power to be transmitted

from West Texas to Central Texas. Lone Star is a subsidiary of

NextEra Energy, Inc., a leading provider of clean energy.

Representation of First Reserve Corporation and Longview

Power, LLC in connection with an amendment and

restatement of Longview Power’s existing $1.1 billion credit

agreement and related financing documents, designed to

increase its flexibility, extend the maturities of certain term

loans and existing revolver commitments and add additional

term loans and revolver and letter of credit co

Longview Power owns a 695 net megawatt supercritical,

pulverized coal-fired generating facility located in Monongalia

County, West Virginia.

AND REPRESENTATI ON

Representation of BNP Paribas in connection with $300 million

based acquisition financing related to Linc Gulf

purchase of oil and gas assets from

G Resources L.L.C. ("ERG"). The 13 oil fields and

production facilities purchased from ERG are located in Texas

and Louisiana and are within the Gulf Coast Onshore and

Inland Waters Regions. The purchase includes all related

es, tank batteries and processing

Linc Gulf Coast Petroleum, Inc. is a wholly owned

a diversified energy company

and a leader in Underground Coal Gasification (UCG) and Gas

Linc Energy can also apply its

UCG processes to Enhanced Oil Recovery to extract ‘stranded’

Representation of the lenders in connection with the $386

million secured construction and term credit facility for Lone

(“Lone Star”). Lone Star is

constructing a 329 mile transmission line as part of the Texas

Competitive Renewable Energy Zones project. The proposed

transmission line will allow wind power to be transmitted

ntral Texas. Lone Star is a subsidiary of

NextEra Energy, Inc., a leading provider of clean energy.

First Reserve Corporation and Longview

Power, LLC in connection with an amendment and

s existing $1.1 billion credit

agreement and related financing documents, designed to

increase its flexibility, extend the maturities of certain term

loans and existing revolver commitments and add additional

term loans and revolver and letter of credit commitments.

Longview Power owns a 695 net megawatt supercritical,

fired generating facility located in Monongalia


C OMPANY

MAGNUM HUNTER RESOURCES

CORPORATION

MCMORAN EXPLORATION

MCMORAN OIL & GAS LLC

MEERWIND PROJECT



ESOURCES Representation of Capital One, National Association, as the

Administrative Agent, in connection with a new five

million senior secured second lien term loan facility for

Magnum Hunter Resources Corporation (“MHR”). MHR is a

Houston, Texas based independent exploration and

production company engaged in the acquisition, development

and production of oil and natural gas, primarily in the states of

West Virginia, Kentucky, Ohio, Texas, North Dakota and

Saskatchewan, Canada. The Company is active in three of the

most prolific shale resource plays in North Amer

the Marcellus Shale, Eagle Ford Shale and Williston

Basin/Bakken Shale.

XPLORATION CO. AND

LLC



million credit facility of McMoRan Exploration Co. and

McMoRan Oil & Gas LLC (“McMoRan”). McMoRan is

engaged in the exploration, development and production of

natural gas and oil in the shallow waters of the Gulf of Mexico

Shelf and onshore in the Gulf Coast area.

Representation of The Blackstone Group in connection with

€1.2 billion ($1.7 billion) of secured financing

Meerwind project, a wind farm in the German North Sea

288-megawatt Meerwind project southwest of Helgoland will

be Germany's largest offshore wind-energy plant

electricity for 500,000 households.

AND REPRESENTATI ON

Capital One, National Association, as the

Administrative Agent, in connection with a new five-year $100

million senior secured second lien term loan facility for

Magnum Hunter Resources Corporation (“MHR”). MHR is a

Houston, Texas based independent exploration and

e acquisition, development

and production of oil and natural gas, primarily in the states of

West Virginia, Kentucky, Ohio, Texas, North Dakota and

Saskatchewan, Canada. The Company is active in three of the

most prolific shale resource plays in North America, namely

the Marcellus Shale, Eagle Ford Shale and Williston



on credit facility of McMoRan Exploration Co. and

McMoRan Oil & Gas LLC (“McMoRan”). McMoRan is

engaged in the exploration, development and production of

natural gas and oil in the shallow waters of the Gulf of Mexico

rea.

Representation of The Blackstone Group in connection with

1.2 billion ($1.7 billion) of secured financing for the

wind farm in the German North Sea. The

project southwest of Helgoland will

energy plant and provide


C OMPANY

MONTES DEL PLATA

NEWFIELD EXPLORATION

NOBLE ENERGY



Representation of Celulosa Arauco y Constitution S.A. and

Stora Enso Oyj, as special New York counsel to the Borrowers,

in connection with the financing related to the Montes del

Plata pulp mill. The financing consisted of a credit facility of

up to $600 million provided by The Inter

Development Bank and a $900 million facility provided by

Finnish Export Credit Limited and Finnvera plc. The Montes

del Plata pulp mill is expected to have an annual production

capacity of approximately 1.3 million metric tons, and related

port and ancillary infrastructure, including a 170

electricity generation plant (the “Project”). The Project will be

located in Punta Pereira, Departamento de Colonia, Uruguay.

This represented the largest-ever foreign investment ever in

Uruguay.

XPLORATION COMPANY Representation of JPMorgan Chase Bank, N.A. as a lead


million credit facility of Newfield Exploration Company.

Newfield Exploration Company is an independent crude oil

and natural gas exploration and production

Newfield's domestic areas of operation include the Mid

Continent, the Rocky Mountains, onshore

and the Gulf of Mexico. The Company has international

operations in Malaysia and China.



billion revolving credit facility of Noble Energy. Noble Energy

is a leading energy company with a broad

including the exploration, development and prod

crude oil and natural gas in the U.S. and internationally. Noble

Energy is an S&P 500 company with reserves of 1.1 billion

barrels of oil equivalent and assets totaling over $13 billion at

year-end 2010.

AND REPRESENTATI ON

Representation of Celulosa Arauco y Constitution S.A. and

, as special New York counsel to the Borrowers,

in connection with the financing related to the Montes del

Plata pulp mill. The financing consisted of a credit facility of

up to $600 million provided by The Inter-American

n facility provided by

Finnish Export Credit Limited and Finnvera plc. The Montes

del Plata pulp mill is expected to have an annual production

capacity of approximately 1.3 million metric tons, and related

port and ancillary infrastructure, including a 170MW bio-mass

electricity generation plant (the “Project”). The Project will be

located in Punta Pereira, Departamento de Colonia, Uruguay.

ever foreign investment ever in

JPMorgan Chase Bank, N.A. as a lead


million credit facility of Newfield Exploration Company.

an independent crude oil

and natural gas exploration and production company.

Newfield's domestic areas of operation include the Mid-

Continent, the Rocky Mountains, onshore Texas, Appalachia

. The Company has international

e Bank, N.A. as a lead


billion revolving credit facility of Noble Energy. Noble Energy

broad-based of operations

including the exploration, development and production of

crude oil and natural gas in the U.S. and internationally. Noble

Energy is an S&P 500 company with reserves of 1.1 billion

barrels of oil equivalent and assets totaling over $13 billion at


C OMPANY

PEABODY ENERGY CORPORATION

PETROLEUM HEAT AND P

INC.



ORPORATION Representation of Peabody Energy Corporation

with $6.1 billion of financing related to

PEAMCoal Pty Ltd (PEAMCoal), a joint venture which is

indirectly owned 60% by Peabody and 40% by ArcelorMittal,

S.A., of shares of Macarthur Coal Limi

tendered in connection with PEAMCoal’s takeover offer.

Macarthur is a leading producer of coal product used for steel

making with production and development assets located in

Australia. Peabody is the world’s largest private sector coal

company and a global leader in clean coal solutions.

The financing arrangements consisted of $1.0 billion of senior

unsecured term loans, $3.1 billion of senior unsecured notes

and $2.0 billion of senior unsecured bridge commitments,

which were replaced by the term loans and notes. A portion of

the proceeds of the notes is expected to be used to finance the

upcoming acquisition by Peabody of ArcelorMittal S.A.’s

interest in PEAMCoal, which will result in Peabody owning

100% of PEAMCoal and becoming the ow

Macarthur shares tendered in the takeover offer.

POWER CO., Representation of J.P. Morgan Securities LLC, Merrill Lynch,

Pierce, Fenner & Smith Incorporated and RBS Securities Inc.,

as lead arrangers, and JPMorgan Chase Bank, N.A., as

administrative agent, in connection with an amended and

restated $300 million senior secured asset

credit facility for Petroleum Heat and Power Co., Inc. Star Gas

Partners, L.P., Petroleum Heat and Power Co., Inc.’s pare

the nation's largest retail distributor of home heating oil.

AND REPRESENTATI ON

Peabody Energy Corporation in connection

with $6.1 billion of financing related to the acquisition by

PEAMCoal Pty Ltd (PEAMCoal), a joint venture which is

indirectly owned 60% by Peabody and 40% by ArcelorMittal,

S.A., of shares of Macarthur Coal Limited (Macarthur)

tendered in connection with PEAMCoal’s takeover offer.

Macarthur is a leading producer of coal product used for steel

making with production and development assets located in

Australia. Peabody is the world’s largest private sector coal

ompany and a global leader in clean coal solutions.

The financing arrangements consisted of $1.0 billion of senior

unsecured term loans, $3.1 billion of senior unsecured notes

and $2.0 billion of senior unsecured bridge commitments,

y the term loans and notes. A portion of

the proceeds of the notes is expected to be used to finance the

upcoming acquisition by Peabody of ArcelorMittal S.A.’s

interest in PEAMCoal, which will result in Peabody owning

100% of PEAMCoal and becoming the owner of all the

Macarthur shares tendered in the takeover offer.

J.P. Morgan Securities LLC, Merrill Lynch,

Pierce, Fenner & Smith Incorporated and RBS Securities Inc.,

ase Bank, N.A., as

administrative agent, in connection with an amended and

restated $300 million senior secured asset-based revolving

credit facility for Petroleum Heat and Power Co., Inc. Star Gas

Partners, L.P., Petroleum Heat and Power Co., Inc.’s parent, is

the nation's largest retail distributor of home heating oil.


C OMPANY

REDWOOD TRAILS WIND,

SUBSIDIARY OF NEXTERA E

RESOURCES, LLC

RISE ENERGY OPERATING



LLC, A

ENERGY

Representation of Lloyds TSB Bank plc, as Administrative

Agent, and Landesbank Hessen-Thüringen Girozentrale

York Branch, Lloyds TSB Bank PLC, Mizuho Corporate Bank,

Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York

Branch as Mandated Lead Arrangers and Joint Bookrunners in

connection with a $233.97 million senior secured term loan to

Redwood Trails Wind, LLC, a subsidiary of NextEra Energy

Resources, LLC, to partially reimburse the construction and

development costs for a 36.8MW wind energy electric

generating facility located in Solano County, California, a

99.2MW wind energy electric generating f

Grady County, Oklahoma and a 100.8MW wind energy

electric generating facility located in Grady and Caddo

Counties, Oklahoma. NextEra Energy Resources, LLC, is the

leading generator of wind and solar power in North America,

operating more than 100 facilities in 22 states and Canada.

PERATING LLC Representation of BNP Paribas in connection with the $150

million credit facility for Rise Energy Operating LLC. Rise

Energy Operating LLC is an independent oil and gas

exploration and development company.

AND REPRESENTATI ON

Representation of Lloyds TSB Bank plc, as Administrative

Thüringen Girozentrale, New

York Branch, Lloyds TSB Bank PLC, Mizuho Corporate Bank,

Mitsubishi UFJ, Ltd., New York

Branch as Mandated Lead Arrangers and Joint Bookrunners in

connection with a $233.97 million senior secured term loan to

s Wind, LLC, a subsidiary of NextEra Energy

Resources, LLC, to partially reimburse the construction and

development costs for a 36.8MW wind energy electric

generating facility located in Solano County, California, a

99.2MW wind energy electric generating facility located in

Grady County, Oklahoma and a 100.8MW wind energy

electric generating facility located in Grady and Caddo

Counties, Oklahoma. NextEra Energy Resources, LLC, is the

leading generator of wind and solar power in North America,

e than 100 facilities in 22 states and Canada.

Representation of BNP Paribas in connection with the $150

million credit facility for Rise Energy Operating LLC. Rise

Energy Operating LLC is an independent oil and gas

and development company.


C OMPANY

SHARYLAND TRANSMISSION

PROJECT

SITHE GLOBAL POWER



RANSMISSION LINE Representation of the lead arrangers, led by Royal Bank of

Canada, The Royal Bank of Scotland plc and Société Générale,

in connection with a $667 million secured construction, term

and letter of credit facility to Sharyland Projects, L.L.C. and

representation of affiliates of Prudential Insurance Company

of America in connection with the purchase of $60 million of

secured fixed rate notes from Sharyland Projects to finance in

part the construction of 300 miles of high voltage transmission

lines and four substations in the Panhandle and South Plains

regions of Texas to be leased to Sharyland Utilities, L.P.

The Project is part of the Texas Competitive Renewable Energy

Zones initiative that includes 2,400 miles of new transmission

lines, substations and upgrades of existing lines to deliver

electricity generated from renewable energy resources to load

centers including Dallas, San Antonio and Houston.

Sharyland Projects is indirectly owned by E

Infrastructure Alliance of America, L.L.C. Hunt Power,

Marubeni Corporation, John Hancock Life Insurance (USA),

TIAA‐CREF and OPTrust Private Markets Group formed

EIAA and Gas Infrastructure Alliance of America as REITs to

invest in energy infrastructure and gas storage and delivery in

the United States. Sharyland Utilities is a regulated public

electric utility owned by members of the family of Ray L. Hunt

and managed by Hunter L. Hunt.

Representation of Blackstone Capital Partners on an ongoing

basis as the 80% owner of Sithe Global Power LLC, which

focuses on the development and acquisition of power

generation facilities, including the $870 million,

Power Project 250MW hydroelectric Ugandan facility

AND REPRESENTATI ON

the lead arrangers, led by Royal Bank of

Canada, The Royal Bank of Scotland plc and Société Générale,

in connection with a $667 million secured construction, term

f credit facility to Sharyland Projects, L.L.C. and

representation of affiliates of Prudential Insurance Company

of America in connection with the purchase of $60 million of

secured fixed rate notes from Sharyland Projects to finance in

on of 300 miles of high voltage transmission

lines and four substations in the Panhandle and South Plains

regions of Texas to be leased to Sharyland Utilities, L.P.

The Project is part of the Texas Competitive Renewable Energy

udes 2,400 miles of new transmission

lines, substations and upgrades of existing lines to deliver

electricity generated from renewable energy resources to load

centers including Dallas, San Antonio and Houston.

Sharyland Projects is indirectly owned by Electric

Infrastructure Alliance of America, L.L.C. Hunt Power,

Marubeni Corporation, John Hancock Life Insurance (USA),

CREF and OPTrust Private Markets Group formed

EIAA and Gas Infrastructure Alliance of America as REITs to

ucture and gas storage and delivery in

the United States. Sharyland Utilities is a regulated public

electric utility owned by members of the family of Ray L. Hunt

Representation of Blackstone Capital Partners on an ongoing

basis as the 80% owner of Sithe Global Power LLC, which

focuses on the development and acquisition of power

$870 million, Bujagali

ctric Ugandan facility. (2012)


C OMPANY

SOUTHERN UNION COMPANY



OMPANY Representation of Credit Suisse Securities (USA) LLC in

connection with financing for the $9.4 billion

Southern Union Company by Energy Transfer Equity and

Energy Transfer Partners, L.P. (“ETP”)

includes $5.7 billion in Cash and ETE Common Units

Southern Union Company, headquartered in Houston, is a

diversified natural gas company, engaged primarily in the

transportation, storage, gathering, processing and distribution

of natural gas. The company owns and operates one of the

nation's largest natural gas pipeline systems with more than

20,000 miles of gathering and transportation pipelines and one

of North America's largest liquefied natural gas import

terminals, along with serving more than half a million natural

gas end-user customers in Missouri and Massachusetts.

a publicly traded partnership owning and operating a

diversified portfolio of energy assets. ETP has pipeline

operations in Arizona, Arkansas, Colorad

Mexico, Utah and West Virginia and owns the largest

intrastate pipeline system in Texas. ETP currently has natural

gas operations that include more than 17,500 miles of

gathering and transportation pipelines, treating and

processing assets, and three storage facilities located in Texas.

(Pending)

AND REPRESENTATI ON

Credit Suisse Securities (USA) LLC in

$9.4 billion acquisition of

Southern Union Company by Energy Transfer Equity and

. (“ETP”). The acquisition

$5.7 billion in Cash and ETE Common Units.

, headquartered in Houston, is a

diversified natural gas company, engaged primarily in the

transportation, storage, gathering, processing and distribution

of natural gas. The company owns and operates one of the

nation's largest natural gas pipeline systems with more than

20,000 miles of gathering and transportation pipelines and one

of North America's largest liquefied natural gas import

ith serving more than half a million natural

user customers in Missouri and Massachusetts. ETP is

a publicly traded partnership owning and operating a

diversified portfolio of energy assets. ETP has pipeline

operations in Arizona, Arkansas, Colorado, Louisiana, New

Mexico, Utah and West Virginia and owns the largest

intrastate pipeline system in Texas. ETP currently has natural

gas operations that include more than 17,500 miles of

gathering and transportation pipelines, treating and

s, and three storage facilities located in Texas.


C OMPANY

SUPERIOR ENERGY SERVICES

TESORO PETROLEUM



ERVICES, INC. Representation of J.P. Morgan Securities LLC as lead arranger

and bookrunner in connection with the $1.7 billion committed

financing for the $2.7 billion acquisition of Complete


Superior serves the drilling and production

oil and gas companies worldwide through its brand name

rental tools and its integrated well intervention services and

tools, supported by an engineering staff who plan and design

solutions for customers. Offshore projects are delivered by the

Company's fleet of modern marine assets. Complete is a

leading oilfield service provider focused on the completion

and production phases of oil and gas wells. The company has

established a significant presence in unconventional oil and

gas plays in North America that it believes have the highest

potential for long-term growth.

Representation of Tesoro Petroleum in co

$1.85 billion credit facility (arranged by JPMorgan and the

Royal Bank of Scotland among others)

independent refiner and marketer of petroleum products.

Tesoro, through its subsidiaries, operates seven refineries

the western United States with a combined capacity of

approximately 665,000 barrels per day. Tesoro's retail

marketing system includes over 880 branded retail stations, of

which over 380 are company operated under the Tesoro®,

Shell®, Mirastar® and USA Gasoline™ brands.

AND REPRESENTATI ON

J.P. Morgan Securities LLC as lead arranger

and bookrunner in connection with the $1.7 billion committed

ion of Complete


Superior serves the drilling and production-related needs of

oil and gas companies worldwide through its brand name

rental tools and its integrated well intervention services and

tools, supported by an engineering staff who plan and design

solutions for customers. Offshore projects are delivered by the

Company's fleet of modern marine assets. Complete is a

leading oilfield service provider focused on the completion

hases of oil and gas wells. The company has

established a significant presence in unconventional oil and

gas plays in North America that it believes have the highest

Tesoro Petroleum in connection with its

arranged by JPMorgan and the

Royal Bank of Scotland among others). Tesoro Petroleum is an

independent refiner and marketer of petroleum products.

Tesoro, through its subsidiaries, operates seven refineries in

the western United States with a combined capacity of

approximately 665,000 barrels per day. Tesoro's retail-

marketing system includes over 880 branded retail stations, of

which over 380 are company operated under the Tesoro®,

Gasoline™ brands.


C OMPANY

TEXAS COMPETITIVE ELECTRIC

HOLDINGS COMPANY LLC

THREE RIVERS OPERATING

COMPANY LLC

WESTAR ENERGY, INC.



LECTRIC

LLCRepresentation of Texas Competitive Electric Holdings



connection with a refinancing and extension of approximately

$1.38 billion of revolving commitments, $15.4 billion of term

loans and $1 billion deposit letter of credit loans under such

senior secured credit facilities. TCEH is a Dallas, Texas

company involved in competitive electr

including electricity generation, wholesale energy sales and

purchases, commodity risk management and trading activities

and retail electricity sales. KKR, TPG and Goldman Sachs

indirectly own approximately 60% of EFH Corp.’s capita

on a fully-diluted basis.

PERATING Representation of BNP Paribas in connection with the $600

million credit facility for Three Rivers Operating Company

LLC. Three Rivers Operating Company LLC is an oil and gas

exploration and acquisition/exploitation company with a

focus in the Permian Basin of West Texas and Southeast New

Mexico. (2011)

Representation of JPMorgan Chase Bank, N.A., as

administrative agent in connection with

revolving credit facility for Westar Energy, Inc. Westar

Energy, Inc. is the largest electric utility in Kansas, providing

electric service to about 687,000 customers.

AND REPRESENTATI ON

Texas Competitive Electric Holdings



extension of approximately

$1.38 billion of revolving commitments, $15.4 billion of term

loans and $1 billion deposit letter of credit loans under such

TCEH is a Dallas, Texas-based

company involved in competitive electricity market activities

including electricity generation, wholesale energy sales and

purchases, commodity risk management and trading activities

and retail electricity sales. KKR, TPG and Goldman Sachs

indirectly own approximately 60% of EFH Corp.’s capital stock

Representation of BNP Paribas in connection with the $600

million credit facility for Three Rivers Operating Company

LLC. Three Rivers Operating Company LLC is an oil and gas

n and acquisition/exploitation company with a

focus in the Permian Basin of West Texas and Southeast New

Representation of JPMorgan Chase Bank, N.A., as

administrative agent in connection with a $730 million

edit facility for Westar Energy, Inc. Westar

Energy, Inc. is the largest electric utility in Kansas, providing

electric service to about 687,000 customers.


C OMPANY

WHITE OAK ENERGY WIND

WHITING PETROLEUM

CORPORATION & WHITING

GAS CORPORATION

WINDSOR PETROLEUM COMPANY



IND FARM Representation of Unicredit Bank AG, New York Branch, as

Administrative Agent and Collateral Agent and UniCredit

Bank AG, New York Branch and Lloyds TSB Bank PLC

Mandated Lead Arrangers and Joint-Bookrunners in

connection with a $70 million senior secured term loan to

White Oak Energy Funding Holding, LLC,

indirect subsidiary of NextEra Energy Resources, LLC, to

finance the 100-turbine wind farm located in McLean County,

Illinois. White Oak Wind will provide 150 megawatts and has

a contract with the Tennessee Valley Authority for purchase of

the electricity produced by the wind farm.

Resources, LLC, is the leading generator of wind and solar

power in North America, operating more than 100 facilities in

22 states and Canada.

HITING OIL AND


arranger and administrative agent in connection with the

second amendment to the $1.6 billion

Petroleum Corporation and Whiting Oil and Gas Corporation.

Whiting Petroleum Corporation and Whiting Oil and Gas

Corporation are an independent oil and gas companies that

acquire, exploit, develop and explore for crude oil, nat

and natural gas liquids primarily in the Permian Basin, Rocky

Mountains, Mid-Continent, Gulf Coast and Michigan regions

of the United States. The Company's largest projects are in the

Bakken and Three Forks plays in North Dakota and its

Enhanced Oil Recovery fields in Oklahoma and Texas.

OMPANY Representation of BNP Paribas as a lead arranger and

administrative agent in connection with the 3

the $100 million revolving credit facility of Windsor Petroleum

Company which increased the borrowing base. Windsor

Petroleum Company is a limited company with

trading and consulting on both upstream and downstream of

the energy industry.

AND REPRESENTATI ON

Bank AG, New York Branch, as

Administrative Agent and Collateral Agent and UniCredit

Bank AG, New York Branch and Lloyds TSB Bank PLC as

Bookrunners in

connection with a $70 million senior secured term loan to

nergy Funding Holding, LLC, a wholly owned

indirect subsidiary of NextEra Energy Resources, LLC, to

turbine wind farm located in McLean County,

Illinois. White Oak Wind will provide 150 megawatts and has

y Authority for purchase of

the electricity produced by the wind farm. NextEra Energy

Resources, LLC, is the leading generator of wind and solar

power in North America, operating more than 100 facilities in


arranger and administrative agent in connection with the

credit facility of Whiting

Petroleum Corporation and Whiting Oil and Gas Corporation.

Whiting Petroleum Corporation and Whiting Oil and Gas

Corporation are an independent oil and gas companies that

acquire, exploit, develop and explore for crude oil, natural gas

and natural gas liquids primarily in the Permian Basin, Rocky

Continent, Gulf Coast and Michigan regions

of the United States. The Company's largest projects are in the

Bakken and Three Forks plays in North Dakota and its

il Recovery fields in Oklahoma and Texas.

Representation of BNP Paribas as a lead arranger and

administrative agent in connection with the 3rd Amendment to

the $100 million revolving credit facility of Windsor Petroleum

which increased the borrowing base. Windsor

Petroleum Company is a limited company with interests in oil

trading and consulting on both upstream and downstream of

March 2012

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