White & Case Advises on Wheatstone LNG, Australia

Global law firm White & Case has advised on the acquisition of a 10% interest in the petroleum licenses covering the Wheatstone/Iago gas fields located off the shores of Western Australia, and an 8% interest in the related Wheatstone Liquefied Natural Gas (LNG) facility, by the joint venture entity PE Wheatstone Pty Ltd (PEW), which completed on September 25, 2012.

“This complex project used a broad array of White & Case capabilities over a period of four years, including advising on LNG purchasing, project investment, project financing, and Japanese corporate law for the innovative Japan Bank for International Cooperation preferred share structure,” said White & Case partner Hendrik Gordenker.

In implementing the transaction, White & Case had a lead advisory role in:

• Negotiating LNG sale and purchase agreements for the purchase of 3.5 million metric tons per annum (MTPA) of LNG to be produced at the Wheatstone LNG Project.
• The formation of a joint venture structure among Tokyo Electric Power Company, Incorporated (TEPCO), the Japan Oil, Gas and Metals National Corporation (JOGMEC), Mitsubishi Corporation and Nippon Yusen Kabushiki Kaisha (NYK), which includes:

• a Japanese joint venture called Pan Pacific Energy K.K. (PEJ), and
• the Australian joint venture PEW.

• Negotiating equity purchase agreements and counseling in regard to project documentation.
• Negotiating on behalf of PEJ the terms for the Japan Bank for International Cooperation (JBIC) to subscribe to up to USD 273 million in preferred shares to be issued by PEJ.
• Negotiating on behalf of PEW debt facilities to fund PEW’s investment in the upstream interests and Wheatstone LNG Project, including a loan agreement with JBIC for up to approximately USD 1.9 billion, as well as facilities with commercial banks.

The Firm initially advised TEPCO on discussions regarding the Wheatstone LNG Project with Chevron Corporation and its Australian affiliates (Chevron), as well as affiliates of Apache Corporation and KUFPEC involved in the project. The transaction was poised for completion when the Great East Japan Earthquake struck in March 2011.

In the aftermath, TEPCO faced difficulties in completing the planned transaction on its own. However, the importance of the deal for the stable supply of energy to Japan was redoubled by the effect of the earthquake. White & Case worked closely with TEPCO and its partners to restructure the offtake from, and investment in, the project so that the transaction’s original objectives could be achieved, including:

• providing TEPCO a supply of up to 4.2 MTPA of LNG from a promising greenfield project with a strong reserves base and strong potential for bringing additional reserves and expansion,
• obtaining a substantial equity stake in the project, and
• gaining the right to “equity lifting” of a substantial quantity (0.7 MTPA) of LNG.

Gordenker commented, “The earthquake prevented moving forward under the originally agreed structure, but the creative and unrelenting efforts of TEPCO and its investor partners, and of the partners in the Wheatstone Project, made it possible to put together this major new LNG supply for Japan at an important time, and to complete the largest equity investment to date by Japanese offtaker interests in an LNG project.”

“The transaction will stand as an important precedent in terms of partnership between LNG sellers and buyers, cooperation among Japanese corporates, and participation by JOGMEC and JBIC in this kind of project,” said Gordenker.

The White & Case team was led by Tokyo-based partner Hendrik Gordenker. He was supported on project development and finance matters by local partner Alex Woody, partner Paul Harrison, counsel Takeshi Takahashi, and associates Claire Jelbart and Micah Sadoyama. Partners Toshio Dokei and Jun Usami, and associates Yuta Tamaru and Akira Shimazaki, advised on Japanese law.

Other law firms involved in the transaction included Allens, which advised TEPCO and PEW on Australian law matters, Nagashima Ohno & Tsunematsu and Allen & Overy as advisors to Mitsubishi Corporation and NYK, and Nishimura & Asahi as advisor to JBIC in regard to the preferred shares of PEJ.

[mappress]
LNG World News Staff, October 04, 2012; Image: Chevron