Graham Taylor's corporate practice has a particular focus on the energy, mining and property industries, especially the electricity, oil and gas and coal sectors.

His blue-chip clients come to him for advice on off-market mergers and acquisitions, joint venture arrangements, privatisations, foreign investment approvals, long-term supply contracts and energy and resources-related infrastructure transactions.

Graham's recent privatisation experience in the energy sector is second-to-none, giving him keen insight into the key risks and issues in any potential divestment option.

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Expertise

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Corporate / M&A

Boral Limited: Graham acted on the de-merger of Boral Limited's energy business into the Australian listed Origin Energy Limited.

Delta Gold NL: Graham acted on the spin-off of its Zimbabwe platinum assets, which involved acting on the incorporation and listing of its 51% controlled and Guernsey-based subsidiary, Zimbabwe Platinum Mines Limited.

Origin Energy: Graham acted on the spin-off of its gas distribution assets, which involved the sale of those assets to the newly floated special purpose Envestra Limited in which Origin took up a 19.9% interest and with which Origin had a significant ongoing contractual relationship. This ongoing relationship includes an operating and maintenance agreement prepared by Graham. The matter was the first separation of retail and distribution businesses in either gas or electricity in Australia.

Origin Energy: Graham acted for Origin Energy on its $641 million rights issue.

Delta Gold NL: Graham acted on the preparation of prospectuses for its $41.9 million rights issue and its employee share scheme.

Century Drilling Limited: Graham acted on its original listing and in relation to its prospectus to raise $4.81 million by way of a renounceable rights issue of unsecured convertible notes.

Challenger Mining International Limited: Graham acted in relation to the acquisition of diamond exploration properties in Botswana and its subsequent moving of domicile to Bermuda, and its listing on the Luxembourg Stock Exchange.

Clutha Limited: Graham acted on the preparation of a prospectus for the raising of $35 million by way of an issue of convertible notes.

Various Companies: Graham acted on initial prospectuses and the listing of various companies and trusts including Ipoh Garden, Macquarie CountryWide Retail Trust, MTM Office Trust, Powerplay International Limited (the first sports based company to be listed on the ASX) and Jacksons Limited (the first stockbroker to be listed on the ASX).

See Corporate / M&A

Corporatisation and Privatisation

Origin Energy – Electricity NSW: Graham was joint lead partner advising Origin Energy on its successful A$3.25 billion bid for NSW energy retail assets, Country Energy and Integral Energy, as well as the gentrader rights in respect of the Eraring and Shoalhaven power stations. Graham also recently advised on its A$659 million acquisition of Eraring Energy from the NSW Government.

Origin Energy – Electricity QLD: Graham acted for Origin Energy in its A$1.202 billion acquisition of Sun Retail from the Queensland Government. As well as acting on the purchase, the firm advised Origin on debt facilities and Graham advised on an underwritten placement (by way of a bookbuild).

Boral Energy – Gas Vic: Graham acted on the bids by consortia including Boral and Envestra, for the Stratus/Energy 21 gas distribution and retail businesses (successful), and for the CitiPower electricity business and the Kinetic/Westar gas distribution and retail businesses (unsuccessful).

Pacific National – Rail NSW and Vic: Graham acted in its A$1 billion (plus) privatisation of FreightCorp and National Rail Corporation.

Consortium of southern NSW coal producers – Port NSW: Graham acted for the consortium, including subsidiaries of BHP, CRA and Shell, in relation to the privatisation, on a long-term lease basis, of the Port Kembla Coal Terminal.

See Corporatisation and Privatisation

Energy and Resources

Nippon Steel: Graham advised Nippon Steel Corporation on a US$1.36 billion joint venture with BlueScope Steel to establish a new coated products business, NS BlueScope Coated Products, in South-East Asia and North America.

Australia Pacific LNG (APLNG): Graham was appointed as Project Counsel to the APLNG project by the joint owners, Origin Energy and ConocoPhillips. APLNG is an incorporated 50:50 joint venture to deliver coal seam gas (CSG) to a proposed liquefied natural gas (LNG) project to be located in Gladstone Queensland. This has included advising in relation to the agreement to issue a 15% interest in the project to China's Sinopec in conjunction with Sinopec entering into an agreement to purchase 4.3 million tonnes per annum of LNG from the project for 20 years and the further sell-down which resulted in Sinopec holding a 25% interest in the project and increasing its agreed LNG purchase to 7.6 million tonnes per annum.

Confidential Client: Graham advised a Japanese and Chinese client in relation to a joint bid to become a joint-venture in a major new Hunter Valley coal mine and to enter into a significant off-take agreement as part of that process.

Nippon Steel: Graham acted for Nippon Steel in relation to the acquisition of an 8% interest in the Hail Creek Joint Venture, a long term sales contract for the acquisition of cocking coal from the Hail Creek Mine and the consolidation of operations of the Warkworth coal mine and the Mt Thorley coal mine.

Nippon Steel: Graham acted on the acquisition of joint venture interests from AMCI in the Glennies Creek Coal Mine (from AMCI) and the Carborough Downs coal project (from AMCI). In these matters we also acted for JFE Steel and POSCO. Subsequently, Graham acted on the merger, by way of a contractual joint venture, of the Glennies Creek and Camberwell Coal Joint Ventures to form the Integra Joint Venture.

Nippon Steel: Graham acted for Nippon Steel in relation to the Beasley River Iron Ore Joint Venture, the other participants of which are Rio, Mitsui and Sumitomo.

Delta Gold NL: Graham acted in the Granny Smith Joint Venture with Placer Pacific.

Major Australian company: Graham acted for a major Australian company regarding a proposed joint venture arrangement in Vietnam.

Crystal Mining NL: Graham acted in relation to the farm-in by Ashton Mining Limited to Crystal's Lake Superior Diamond Project in Michigan USA.

Hunter Resources Limited: Graham acted for the client in its sale of an interest in the Ernest Henry Joint Venture and on the Cloncurry Joint Venture with MIM.

See Energy and Resources

Mergers and Acquisitions

Origin Energy: Graham recently advised Origin Energy on its A$659 million acquisition of Eraring Energy from the NSW Government.

Origin Energy: Graham was the joint lead partner advising Origin Energy on its successful A$3.25 billion bid for NSW energy retail assets, Country Energy and Integral Energy, as well as the gentrader rights in respect of the Eraring and Shoalhaven power stations. This transaction catapulted Origin Energy into the position of being the largest energy retailer in Australia with one of the country's largest and most diverse generation portfolios.

Origin Energy – sell-down of CSG interests and JV with ConocoPhillips to form APLNG: Graham advised Origin Energy on the A$9.6 billion deal with US liquefied natural gas operator ConocoPhillips to jointly develop Origin's vast coal seam gas resources in Queensland. The deal saw ConocoPhillips acquire a 50 percent share in the holding company for Origin's coal seam gas interests, with the two companies to jointly develop four coal seam gas to liquefied natural gas processing plants in Queensland. Our role included advising on the deal structure, undertaking due diligence on the assets, preparing sale documents for review by the bidders and negotiating with the preferred bidders.

Origin Energy: Graham acted for Origin Energy in its A$1.202 billion acquisition of Sun Retail from the Queensland Government. As well as acting on the purchase, the firm advised Origin on debt facilities and Graham advised on an underwritten placement (by way of a bookbuild).

Pacific National: Graham acted in its A$1 billion (plus) privatisation of FreightCorp and National Rail Corporation.

Consortium of southern NSW coal producers: Graham acted for the consortium, including subsidiaries of BHP, CRA and Shell, in relation to the privatisation, on a long-term lease basis, of the Port Kembla Coal Terminal.

Xstrata: Graham acted on the acquisition of the Australian and South African coal businesses of Glencore International AG. The purchase price of US$2.5 billion was comprised of cash and Xstrata shares. The cash element of the consideration was partly satisfied by a global offer of ordinary shares which raised £840 million. In addition, funds were provided by a new US$1.4 billion credit facility, which was used to refinance Xstrata's existing debts and to provide ongoing working capital.

KCC (a Rio Tinto subsidiary): Graham acted on the sales of the Illawarra Coke Company and the Tahmoor and West Cliff coal mines.

BHP: Graham acted for the client in the sale of its interest in the Kooragang Island Coal Loader (Hunter Valley).

BHP: Graham acted for the client in the sale of its Macquarie (Hunter Valley) Collieries for A$120 million.

Origin Energy: Graham acted on the sale, pursuant to a competitive tender process, of Origin's networks business.

Origin Energy: Graham acted on the bids by consortia including Origin and Envestra, for the Stratus/Energy 21 gas distribution and retail businesses (successful), and for the CitiPower electricity business and the Kinetic/Westar gas distribution and retail businesses (unsuccessful).

Origin Energy: Graham acted on the purchase of Powercor Australia's electricity retail business, worth over A$315 million. Issues regarding the separation of the retail electricity business from distribution needed to be addressed in this transaction and in the CitiPower transaction following.

Origin Energy: Graham acted on its acquisition, in a consortium with CKI and HongKong Electric, of AEP's CitiPower. The transaction involved CKI/HKE acquiring CitiPower and then causing CitiPower to onsell its retail business to Origin Energy.

Origin Energy: Graham acted on its acquisition of various petroleum and gas interests from Cultus Petroleum.

Origin Energy: Graham acted on the acquisition of the Mt Stuart power station, a 288 MW gas turbine peaking plant in Townsville, from AES Corporation for A$93 million. The acquisition, which was effected by the acquisition of the shares in a Dutch holding company, included the Enertrade power purchase agreement, gas turbines, power plant infrastructure and cash deposits worth $7 million.

Origin Energy: Graham advised Origin Energy on its A$700 million acquisition of the gas-fired Uranquinty Power Station from Babcock & Brown Power.

Confidential client: Graham acted as a senior member of our team advising a confidential client in relation to National Grid's proposed sale of Basslink.

Envestra: Graham acted on its acquisition of the Palm Valley Pipeline in the Northern Territory.

See Mergers and Acquisitions

Knowledge

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