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Martin Stewart-Smith

Partner, Infrastructure Projects & Energy
London, UK

Expertise

Martin Stewart-Smith is a partner in the energy transactions practice in the London office of Addleshaw Goddard LLP. Martin has worked in the energy sector as a lawyer in private practice for over 30 years on a wide range of international and UK projects. He qualified as a lawyer in Scotland in 1987 and then in England in 1992. He has advised on numerous energy projects internationally. He has acted for governments, developers, sponsors, and lenders on a wide variety of energy projects as set out below. He has spent his entire career as a lawyer in private practice apart from the two years he spent on secondment to the World Bank Group in Washington DC from Clifford Chance. He has extensive experience working with development finance institutions.

Oil, Gas and LNG

Oman: Advising Oman LNG in relation to a long term LNG sale and purchase agreement and joint marketing arrangements for LNG optimisation and issues related to the Beyond 2024 Project.
United Kingdom:
Advised National Grid Gas on the drafting of legal text and commentary on various proposed key modifications to the Uniform Network Code (UNC), the industry wide code to which all shippers and users of the UK national gas transmission system are a party, relating to charging methodologies.
Advised UGI International and Avanti Gas in relation to various up and downstream LPG contracts within the UK, including retail supply terms and conditions under consumer legislation as well as arrangements for access to propane and other liquids at Mosmorran in Scotland.
Advised Waldorf Production (UK) Limited on the acquisition and associated $175M borrower base financing (RBL) of several upstream oil producing non-operated interests in the UK North Sea and a $300M Norwegian Bond financing.
Libya: Advised the Libyan National Oil Company in relation to the development of a number of commercial oil and gas discoveries within an onshore block under an Exploration and Production Sharing Agreement (EPSA) with international co-venturers
Greece: Advised the Hellenic Republic Asset Development Fund (Government of Greece) in relation to the joint sale with Pan European Group of 50,1% of Hellenic Petroleum S.A. (ELPE:ATH) (alongside Goldman Sachs and National Bank of Greece as financial advisors), the largest ever privatisation in Greece at over $2.2 billion.
Mexico: Advised Eni SpA in relation to assets swaps, successful joint bidding for further deepwater blocks and 6 ongoing farm ins/acquisitions of both shallow and deep water blocks. Also advised on the acquisition of a Texas deck, T&I and linepipe contracts in relation to the Amoca Project.
Ecuador: Advised Eni SpA in relation to the sale of its interests in the OCP oil pipeline and the sale of Block 10.
Guyana: Advised Eni SpA in relation to its country entry and application and joint venture for exploration rights on a number of blocks (onshore and offshore).
Indonesia: Advised Eni America Limited in relation to the sale of 50% of its interests in Unimar LLC to PT Karunia Utama Perdana as co-counsel with Ashursts in Singapore (Bracewell does not have any Asian offices).
India/USA: Advised GAIL India on several LNG cargo swaps with various counterparties totaling 29 LNG cargoes (a substantial part of the US/Asia swaps market).
Trinidad & Tobago: Advised Eni International BV on the sale of Eni Trinidad & Tobago Limited to Shell which included offshore North Coast Marine Area block interests and interests in Port Fortin LNG.
Venezuela: Advised Eni SpA in relation to the Cordon IV Joint Venture in relation to the gas sales agreements and the upstream concession and JV amendments. Also advised on certain cash call mechanisms in relation to Petrojunin.
Eqypt: Advised Eni SPA and its wholly owned subsidiary IEOC in relation to the sale of a 10% participating interest to BP and then the sale of a 30% participating interest to Rosneft in the $15 billion development of 30TCF Zohr Field (Sharouk Concession) offshore Egypt.
Equatorial Guinea: Advised Ophir Energy plc in relation to the development and financing of the Fortuna FLNG project in conjunction with Golar LNG including the negotiation of heads of agreement for long and medium term LNG SPAs for offtake of 2.2mmpta from phase 1 of the Fortuna FLNG project, buyer financing terms and chartering arrangements in relation to the FLNG vessel.
Oman: Advised Societe Generale on trade financing of crude oil cargoes for some Asian oil companies for production lifted in Oman.
Mozambique: Advised SASOL of South Africa in relation to participation in both unitized and non-straddling natural gas discoveries in a very substantial block in the Rovuma basin offshore northern Mozambique and the associated onshore LNG liquefaction project and FLNG.
United Kingdom: Advised a bidder in relation to the proposed acquisition of a number of UK North Sea upstream interests comprising a number of producing oil fields and related reserve based lending (RBL) and acquisition financing. Also advised an AIM listed oil and gas company on the refinancing of their existing RBL facilities and associated NBP gas swaps and oil hedging.
Egypt: Advised an Egyptian oil and gas company on its bid for a FTSE-listed international oil and gas E&P company with assets in Egypt and the UKCS.
Russia: Advised Statoil on English law matters relating to their non-equity joint venture with Rosneft in the C2C2 and G2G2 transactions for offshore exploration in Arctic (Perseevksy area in the Barents Sea and Kashevarovsky, Lisyansky and Magadan 1 licence areas in the Sea of Okhotsk).
Sierra Leone: Advised one of the successful bidders for oil and gas exploration blocks offshore Sierra Leone and advised during the negotiations of the exploration and production licence.
Egypt: Advised Egyptian private equity house Citadel Capital on its US$850M acquisition and RBL refinancing of Rally Energy Corp, with assets in Egypt, Pakistan and Canada.
United Kingdom: Advised Sonatrach, the Algerian national oil company, since 2003 (ongoing) on the development and successful implementation of Phase 1 and then Phase 2 of the Isle of Grain LNG import terminal in Kent, England. This involved negotiation of Terminal Use Agreements, Joint Shippers Agreement, secondary capacity access mechanism, heat pipe integration project with adjacent gas fired power station, retrofitting of gaseous nitrogen plant for N2 ballasting on a BOT basis as well as advising on the establishment of Sonatrach Gas Marketing UK Limited for the purposes of downstream gas commercialization into the NW European markets.
Martin has also advised on access to the Interconnector, other storage rights, long term entry capacity auctions, and also berthing slot swaps.
Germany: Advised a major German energy company in relation to long term LNG Sale and Purchase Agreement, terminal capacity access and MSAs for spot LNG cargoes.
Egypt: Advised Citadel Capital on the restructuring of NOPC, one of its portfolio oil and gas businesses.
Egypt: Advised Pico International Petroleum on its US$330M RBL financed acquisition of the Geisum and Tawila oil and gas fields in the Gulf of Suez (Egypt’s first oil and gas privatisation).
Netherlands: Advised Gate Terminal BV, a joint venture between Royal Vopak (Dutch operator of some 84 oil products terminals around the world) and GasUnie, the Dutch state-owned gas company on the successful development, construction and project financing of the Gate terminal in Rotterdam. This is a major LNG import terminal in NW Europe. Martin developed and negotiated all the Throughput Agreements (long term) with the customers that closed in December 2007. The terminal commenced commercial operations in September 2011.
Cyprus: Advised the Electricity Authority of Cyprus on the €600m proposed Vasilikos LNG import terminal on all aspects (Terminal Use Agreement, Joint Development Agreement, Shareholder Agreement etc) for this onshore project as well as the “Early Gas” proposed FSRU and negotiated the 20 year LNG SPA.
France: Advised Japanese trading company in relation to the proposed 13bmca Dunkirk LNG import terminal (equity, LNG supply and throughput agreement).
France: Advised Vopak LNG Holding in relation to the Fos Faster LNG import terminal project in Marseilles, France.
South East Asia: Advised Vopak on new LNG import terminal project in SE Asian country (confidential).
United Kingdom: Advised LNG Japan on Canvey Island LNG import terminal project (project failed to obtain planning consents).
United Kingdom: Advised Teeside Gas Processing Limited in relation to the Teeside Gasport project (Excelerate) and in relation to the Breagh Field, south North Sea and all related gas processing and allocation arrangements.
Netherlands: Advised Mitsui Global Gas in relation to a joint venture arrangement with a European energy company for the optimisation of LNG/gas trading in NW Europe through the Netherlands.
Spain: Advised Iberdola on a 20 year LNG Sale and Purchase Agreement (DES) for over 1bcma.
France: Advised Mitsui on a complex arrangement for the swap of LNG cargoes and slots between different LNG terminals in the Atlantic Basin and credit support arrangements.
Nigeria: Advised on a long term LNG Sale and Purchase Agreement (FOB) in relation to equity LNG volumes from a Nigerian LNG project including credit enhancement arrangements.
Qatar/China: Advised Qatar Petroleum International in relation to a new refinery in China.
United Arab Emirates: Advised Abu Dhabi Polymers (Borouge) in relation to the US$6 billion STEP III expansion at Ruwais, UAE.
Ghana: Acted for a Japanese corporation in relation to a 160 km natural gas pipeline and 100MWe barge mounted power project.
Bangladesh: Advised Shell International and Cairn Energy in relation to the WRIP project involving a major gas pipeline and 4 power projects.
Hungary: Advised the Hungarian State property agency (as local project manager) on the restructuring of the Hungarian gas supply industry in the privatization of five gas distribution companies involving the analysis of the suitability of the legal regulatory framework, the development of foundation agreements restructuring the gas supply industry and advising and drafting new legislation for the sector.
United Kingdom: Advised on a number of matters for oil and gas producers with interests in the United Kingdom sector of the North Sea such as the acquisition and assignment of licence interests on behalf of the Brazilian national oil corporation; also advised on and drafted natural gas purchase agreements (both supply and field depletion).
United Kingdom: Acted for Barclays Structured Finance in relation to the financing of a sub-sea gas pipeline between Eire and the UK.
Pakistan: Advised the Privatization Commission in relation to the privatization of Sui Southern Gas Limited and Sui Northern Gas Pipelines Limited, the two transporters and distributors of natural gas in Pakistan. This assignment includes assisting in the development of new legislation and supporting tariff and licensing rules, as well as the documentation relating to the sale.

Electricity Generation Projects

Advised Amarenco in relation to 300MW (phased) of solar PV projects in Vietnam including corporate PPAs, development funding and all project and financing agreements.
Advised an infrastructure fund on the acquisition and financing of a Round 1 Solar PV Project in Jordan.
Advised sponsors on the project financing of a Round 1 Solar PV project in Jordan involving EBRD and OPIC as senior lenders.
Advised a consortium of financial infrastructure funds led by Macquarie Infrastructure and Real Assets Europe (MIRAEL) in relation to the acquisition of the 500MW Baglan Bay Power Station which includes GE’s most advanced gas turbine, the GE 9H series.
Advised Cheung Kong Infrastructure Holdings and Hong Kong Electric International on the successful bid and acquisition of BG Group’s interests in the 1,145MW combined cycle Seabank Power Station near Bristol, England.
Advised Scottish & Southern Energy plc in relation to the 530MW CCGT Liberty Power Project.
Advised Scottish & Southern Energy plc on a long term capacity sharing agreement with Scottish Power plc for a portfolio of coal fired power stations in Scotland and associated coal supply and water supply arrangements.
Advised Marubeni Europower to the financing of a proposed 1200MW combined cycle merchant power project in former East Germany.
Advised the World Bank in relation to a large coal fired power station in the state of Orissa, India.
Advised Marubeni Europower on the development and financing of two merchant power projects in West Germany, one of 800MW and the other, 400MW.
Advised Sumitomo on a 350MW power project in southern India.
Advised UNOCAL on several IPP projects in India.
Advised the lenders (CIBC Wood Gundy, Royal Bank of Scotland, the European Investment Bank and HSBC as lead arrangers) on the project financing of the Seaboard Powerlink project, an US$800 million PFI project for the refurbishment of the electric power system of London Underground and the decommissioning of Lots Road Power Station and the repowering of Greenwich Power Station.
Advised the lenders (ABN-AMRO, Tokyo Mitsubishi Bank and Westdeutscheslandesbank Girocentrale as lead arrangers) on the US$900 million project financing of the 1000MW Santa Rita power project, Batangas, Luzon, the Philippines sponsored by First Gas and BG.
Advised Goldman Sachs and its proprietary fund ESSIG in relation to number distressed debt transactions involving the trading of UK power station project finance debt on LMA and LTSA paper. This activity spanned a period of some 18 months and involved many of the UK IPPs.
Advised National Power Plc in relation to its equity participation in the Marmara Power Project in Turkey and in relation to their potential investments in the power sector BOT programme.
Advised World Bank on an IPP generation project proposals, including project documents for the Meghnaghat CCGT power project, Bangladesh.
Advised Yorkshire Electricity Plc in relation to all project documents for the proposed Coryton CHP project inside the fence of the refinery at Coryton, Essex.
Advised on the privatisation of ELECTROLIMA and EDEGEL in Peru (in relation to the World Bank's Electricity Privatisation Adjustment Loan).
Advised Scottish Hydro-Electric Plc in relation to the 700MW CCGT project at Keadby, including all project agreements and joint venture documentation with Norweb plc and other parties.
Advised Scottish Hydro-Electric Plc in relation to the proposed 400 MW CCGT, project Neptune, including all shareholder arrangements, power purchase agreements and other ancillary documents.
Advised Scottish Hydro-Electric Plc in relation to the proposed addition of single cycle turbines to existing boilers at Hunterston, a nuclear power station.
Advised Scottish Hydro-Electric Plc in relation to a CHP project at Dover developed in conjunction with BPB as steam offtaker. The successful closure of this project has led to the documents being used as 'models' by Scottish Hydro on a number of subsequent CHP projects.
Advised Ansaldo in relation to their participation as equipment supplier and equity stake in the Kingsnorth CCGT project.
Advised Independent Power Generators Limited (a joint venture vehicle of East Midlands Electricity Plc, Compagnie Generale des Eaux and Iberdrola I and II of Spain) in relation to the 700MW Sutton Bridge CCGT project, including the power purchase fuel purchase and all other project agreements.

Renewables

Advised a Japanese energy company on the sale of its interests in the £1.9 billion West of Duddon Offshore Wind Farm in the Irish Sea.
Advised a Japanese power developer on the 90MW repowering of Celtpower in Wales.
Advised Cinergy Corporation (in conjunction with J P Morgan as financial advisors) on the disposal of their entire European renewables projects portfolio to EnergiE2.
Advised Cinergy Corporation on the disposal of their entire US wind energy portfolio to Sun Life, a Canadian insurance company.
Advised Cinergy Corporation on the acquisition of a Danish holding company and a portfolio of European wind energy assets.
Advised Cinergy Global Power, Inc. on the construction financing, equipment financing and permanent financing and all project documents in relation to the San Gorgonio Westwinds windfarm repowering project (San Jacinto, Windustries, Phoenix and Altech III) in Palm Springs. Also advised Cinergy on the proposed Oak Creek II project (aborted).
Advised Cinergy Global Power, Inc. on Foote Creek III project (finance documents, due diligence and acquisition documentation) and the Senior and Junior facilities and security package in relation to the Foote Creek IV project.
Advised Cinergy Global Power on the Peetz Table I project, including all three tiers of financing (Senior, Junior and Subordinated Financing).

Electricity Transmission and Distribution

Advised the sponsors on the development and financing of three new cross border electricity projects in the UK third window cap-and-floor mechanism (each project being 1,400MW) as follows: Germany-UK; Belgium-UK and Denmark-UK. The total construction cost of these 3 major European interconnector projects is in excess of $3 billion.
Advised on the 1300MW HVDC and 500kV AC CASA 1000 cross border electricity transmission project (www.casa-1000.org) as Project Counsel across the four countries, including IGA, HGA, standard form PPAs and Master Agreement and the financing plans with the World Bank and other funding agencies.
Advised a joint venture comprising Cinergy/ESKOM and Standard Bank on their bid for a long term Concession for SENELEC, Senegal.
Advised the government of Cote d’Ivoire on the renegotiation of contractual relationships for an electricity distribution concession with a consortium of EDF, Bouygues and SAUR of France.
Advised the Pakistan Privatisation Commission and the International Finance Corporation in relation to the privatisation of the Faisalabad Area Electricity Board, one of the eight electricity distributors in Pakistan, which includes the corporatisation of FAEB.
Advised Scottish Hydro-Electric plc on the Anglo-Scottish Interconnector Agreement, the British Grid Systems Agreement and the project documentation for the upgrade of the Anglo-Scottish interconnector 275kV AC links to 400kV AC links.

Electricity Restructuring

Advised the World Bank in relation to a new Electric Market Law for Turkey to allow for a bilateral competitive market (2000 2001); advised EMRA (the new regulatory authority for gas and electricity) established under the Electric Market Law on the whole suite of secondary regulations, licences and codes for the new electricity market; member of the Expert Panel advising the Government of Turkey (Ministry of Finance).
Advised Scottish Hydro-Electric plc during the restructuring and privatisation of the Scottish electricity industry; advising on the restructuring contracts (coal, natural gas, nuclear and hydro-sourced generation sharing contracts) and related transmission agreements. Assisted in the development of the Scottish Grid and Distribution Codes, the Scottish Electricity Licences, the Interconnector Agreements for access to the England and Wales Pool and Ancillary Services Agreements. Represented Scottish Hydro-Electric plc during the preparation of the Pooling and Settlement Agreement. He advised on the corporatisation and then the privatisation of Scottish Hydro-Electric plc and the admission to listing on the London Stock Exchange (an IPO) including verification of assets, liabilities and properties in the preparation of the main prospectus.
Advised the Secretaría de Energía in Mexico on the restructuring of the power sector in Mexico and the establishment of market rules for a competitive market.
Advised on legal and regulatory reform and projects for the electricity sector in India (the State of Orissa) which involved the restructuring of Orissa State Electricity Board into separate generation, transmission and distribution entities and the formation of a new Electricity Regulatory Commission.
Advised the Board of ESKOM, the South African utility on electricity restructuring issues including the establishment of new distribution companies and the separation of generation and transmission.
Advised the Fondo de Inversiones de Venezuela and the International Finance Corporation (IFC) in relation to the proposed legal and regulatory framework for the power sector, including drafting legislation.
Advised the Instituto Costarricense de Electricidad in relation to the proposed legal and regulatory framework for the power sector, including drafting legislation for the re organization of the electricity sector.
Advised the Ugandan Ministry of Natural Resources (in conjunction with the Ministry of Finance and the Uganda Electricity Board) on the development of a new Electricity Act in order to liberalise the sector.
Advised the Mozambican Ministerio dos Recursos Minerais e Energia and the Direçao Nacional de Energia in relation to a new Electricity Law, the preparation of Electricity Regulations and model Concession contracts for private sector projects.