Craig Nethercott

Latham & Watkins has advised The Oil & Gas Holding Company B.S.C. (c) (nogaholding) of Bahrain in relation to the establishment of a US$3 billion Trust Certificate Issuance Programme and its debut issuance of US$600 million trust certificates due 2029 thereunder. The certificates, which carry a profit rate of 5.25%, were issued by nogaholding Sukuk Limited, a special purpose vehicle incorporated in the Cayman Islands. The certificates were offered to investors in the United States in reliance on Rule 144A under the US Securities Act of 1933, as amended, and outside the United States in reliance on Regulation S under the Securities Act.  The programme and the certificates were listed on the Global Exchange Market of Euronext Dublin. HSBC and J.P. Morgan acted as programme arrangers and dealers as well as joint lead managers in respect of the issuance; Gulf International Bank acted as a programme dealer as well a joint lead manager in respect of the issuance; and BNP Paribas acted as a passive joint lead manager in respect of the issuance. The cross-border Latham team was led by London partner Craig Nethercott and Dubai partner Nomaan Raja, with Dubai counsel Basil Al-Jafari and Dubai associate Matt Oliver. Advice was also provided on US tax matters by New York partner Bora Bozkurt with New York associate Lea Li, and on ERISA matters by Chicago partner Robin Struve with New York associate Alisa Hand.~~

Apr 12

1 min

近日，瑞生代表项目开发方协助莫桑比克首个陆上液化天然气（LNG）开发项目完成200亿美元的融资。此LNG项目初期包括一体化海上天然气开发设施和陆上液化厂（含两条设计产能共计1,312万吨/年的LNG液化设施），以及多个境内民用燃气及凝析油生产储存设施和其他配套基础设施。 项目开发方包括作业者道达尔集团以及来自莫桑比克、日本、泰国及印度多国的共同出资者—包括莫桑比克国家石油公司 (ENH)、三井株式会社、日本石油天然气和金属国家公司 (JOGMEC)、泰国国家石油勘探和生产公司(PTTEP)、印度石油天然气公司 (ONGC)、印度巴拉特石油公司以及印度石油公司等。 莫桑比克LNG项目受益于全球最大的海上天然气田之一。莫桑比克位于非洲东海岸，是满足大西洋和亚太地区市场（包括有巨大增长潜力的中国）的绝佳选择，也有望供给中 东及印度次大陆日益扩大的能源市场。该项目属于莫桑比克能源市场转型的一部分，预期将为该国带来广泛的社会经济效益。 项目的融资构成包括股权、完工前现金流以及最多160亿美元高级债务组成。高级债包括出口信用机构融资、商业银行融资以及来自非洲开发银行的贷款。项目预计将于2020年第三季度实现融资关闭。瑞生非洲业务组联席主席Clement Fondufe评论道：“该项目是非洲迄今融资规模最大的LNG项目。这起开创性的项目将使莫桑比克有望成为LNG行业重要参与者以及全球LNG新资源。”瑞生油气业务组全球联席主席David Blumental 评论道“ 莫桑比克LNG项目获得顺利融资，会对依托该项目执行的LNG长期销售协议的执行有着重要的保障意义。中国作为亚洲市场强有力的LNG进口方，将会受益于该项目开发带来的气源多样性、进一步优化中国气源进口公司的LNG长期协议的成本”。 瑞生团队由合伙人Clement Fondufe及Craig Nethercott牵头领导，成员包括来自本所伦敦、东京及其它办事处的律师团队。就莫桑比克法律事宜为瑞生团队提供支持的包括由Teresa Empis Falcão领导的Vieira de Almeida & Associados及由Diogo Xavier da Cunha领导的Miranda & Associados。~~

Jul 16

1 min

Latham & Watkins has collaborated with the International Renewable Energy Agency (IRENA), the Terrawatt Initiative (TWI), and other leading experts on the Open Solar Contracts Initiative, a groundbreaking project to create freely available, standardized legal agreements to reduce the complexity and increase the efficiency of solar power transactions globally. Developed in line with the objectives of the Paris Climate Agreement and Sustainable Development Goals to accelerate the deployment of solar power worldwide, the initiative focuses on decreasing transaction costs, shortening project development timelines, and facilitating balanced risk allocation. Commenting, JP Sweny, project finance counsel in Latham’s London office, said: “We are honored to have collaborated with IRENA, Terrawatt, and other industry specialists including many of our clients to help support the rapid growth of solar energy worldwide. This initiative has involved a significant investment of time by the project finance team in London and we look forward to continue working with industry participants on its ongoing implementation.” Latham, along with other law firms, technical advisers, developers, ECAs, and other renewable energy market participants, assisted with drafting and reviewing the solar contract documentation on a pro bono basis. The firm’s team was led by partner Craig Nethercott and counsel JP Sweny with Louise Crawford and other London associates.~~

Jan 31

1 min

Latham & Watkins has advised Norsk Hydro ASA (“Hydro”) on its agreement with Glencore, who will acquire 30 percent of Brazilian alumina refinery Hydro Alunorte, the world's largest alumina refinery, and Hydro’s 5 percent ownership in the Brazilian bauxite producer Mineracão Rio do Norte (MRN). Glencore will acquire an additional 40 percent stake in MRN which is currently owned by Vale. This 40 percent interest will be acquired by Hydro from Vale and sold to Glencore on a back-to-back basis. Following the transactions, Hydro will no longer have an ownership position in MRN and Glencore will continue to supply approximately 30 percent of Alunorte’s long-term bauxite requirements from MRN. The agreement will enable development of Hydro Alunorte by allocating capital to sustain and improve operations, continuing efforts to strengthen the refinery’s first quartile cost and carbon position as well as increasing community engagement. The transactions will have a total net enterprise value of US$1.11 billion, which will be adjusted for Hydro Alunorte’s net debt as of June 30, 2023. Net debt for 30 percent of Hydro Alunorte as of March 31, 2023, was US$335 million. The enterprise value and net debt exclude asset retirement obligations of US$40 million on a 30 percent basis. Subject to Hydro Alunorte’s performance, Hydro may make certain repayments to Glencore which are capped at US$55 million. Latham previously advised Hydro on the acquisition of Alunorte in 2010. The Latham team was led by London corporate partners Robbie McLaren and Nick Cline, with associates Medha Marathe, Pierre-Axel Aberg, and Michael Houlder. Advice was also provided on project finance matters by London/Dubai partner Craig Nethercott, with associates Vanessa McLellan and Daniel Chen; on tax matters by London partner Helen Lethaby and counsel James Leslie; and on Brazilian law matters by local counsel Veirano Advogados.~~

Apr 27

1 min

Latham & Watkins and The Law Office of Salman M. Al-Sudairi have advised the managers in relation to the issuance of US$500 million 2.150 per cent Guaranteed Notes due 2030 and US$500 million 3.000 per cent Guaranteed Notes due 2050 by Saudi Basic Industries Corporation (SABIC). The Notes, which were issued through SABIC Capital I B.V. and guaranteed by SABIC, were rated A1 by Moody’s and A- by S&P. The 2030 Notes were listed on the Regulated Market of Euronext Dublin, while the 2050 Notes were dual-listed on the Regulated Market of Euronext Dublin and the Taipei Exchange (TPEx), representing the first “Formosa” issuance (debt securities sold in Taiwan by foreign issuers and denominated in a currency other than the Taiwanese dollar) by a Saudi corporate. The Notes were offered to investors outside the United States pursuant to Regulation S under the US Securities Act of 1933, as amended. BNP Paribas, Citi, and HSBC acted as joint global coordinators for the issuance of the Notes. With respect to the 2030 Notes, BNP Paribas, Citi, HSBC, Mizhuo Securities, MUFG, and SMBC Nikko acted as joint lead managers, with BofA Securities, Crédit Agricole CIB, ING, and Standard Chartered Bank acting as co-managers. With respect to the 2050 Notes, BNP Paribas SA, Taipei Branch, Citibank Taiwan Limited, and HSBC Bank (Taiwan) Limited acted as managers, with Mizhuo Securities MUFG, and SMBC Nikko acting as structuring agents. Latham advised on non-Saudi law matters with a team led by London partner Craig Nethercott and Dubai partner Nomaan Raja, with Dubai counsel Basil Al-Jafari and London associate Neha Siddiqui. London partner Lene Malthasen and associate Amina Tsatiashvili advised the trustee, Citicorp Trustee Company Limited. The Law Office of Salman M. Al-Sudairi advised on Saudi law matters, with a team led by Principal Salman M. Al-Sudairi, with assistance from counsel Amar Meher and associate Najla Al-Gadi.~~

Sep 16

1 min