Power

Freehills is often regarded as having the leading energy practice in Australia and advises on all aspects of the energy market in Australia and South-East Asia. We have consistently received the highest possible ranking in relation to energy work by industry benchmarks.

Our track record includes acting on many landmark energy transactions both in Australia and overseas, such as:

• the Singapore Power / Babcock & Brown consortium’s A$7.9 billion acquisition of Alinta; which was one of the most significant infrastructure M&A transactions in Australian history
• the SP AusNet initial public offering, involving a listing on the Australian and Singapore stock exchanges
• the restructure, privatisation and subsequent acquisition by the current owners of the 2000MW Loy Yang A power station and associated 20mtpa coal mine
• the sale of a 50 per cent interest in Intergen’s Australian assets to Huaneng Power, and
• the purchase of Intergen’s remaining interest by institutional investors.

Some of our landmark greenfield projects include:

• the development of Island Power, Singapore’s first independent foreign-owned merchant power station
• the Millmerran Power merchant power project in Queensland
• the Basslink undersea transmission connector between Victoria and Tasmania, and
• acting for the winning bidder for Western Power’s peaking generation procurement process.

We have unparalleled experience in relation to advising on the legal and regulatory frameworks for energy throughout Australia, and we have exported our expertise gained in Australia to reform markets in Singapore, Korea, Malaysia, Pakistan and the Philippines.

We have particular experience in the following areas:

• Advising both governments and independent power producers in relation to power projects, preparing power purchase agreements, fuel supply agreements, construction contracts, inter-creditor and financial documents (including financial hedges).
• Advising on large-scale acquisitions and disposals in the energy sector, including extensive due diligence investigations with respect to assets, liabilities and regulatory issues.
• Utility reform, including wholesale market design, market rules preparation and development, all aspects of disaggregation, corporatisation and privatisation.
• Conducting and delivering successful outcomes from large-scale, complex energy sector litigation and arbitrations.

We provide a comprehensive range of commercially-focused, timely legal solutions for the power sector, including:

• project management
• project finance for power and gas projects
• energy reform and restructuring
• privatisation advice
• risk exposure and risk management.

We represent both domestic and foreign parties in energy-related transactions and operational work. In this context we work side-by-side with foreign lawyers who represent our foreign clients. In this regard we are conversant with the structuring of bid vehicles and their international tax-planning features.

Acquisitions and disposals

• Alinta acquisition – Singapore Power / Babcock & Brown consortium’s $7.9 billion acquisition of Alinta, which was one of the most significant infrastructure M&A transactions in Australian history.
• Loy Yang A Power Station and Mine – we advised Great Energy Alliance Corporation (AGL, Tokyo Electric, a leading Australian bank and institutional investors) in relation to the A$3.5 billion acquisition of Loy Yang A – a 2000MW power station and associated coal mine in Victoria.
• Singapore Power’s Australian regulated utilities businesses – adviser to the vendor, Singapore Power, on the A$1.4 billion initial public offering of SP AusNet, with public offers and listing in both Australia and Singapore, and a global institutional offering.
• Merger of Contact Energy and Origin Energy – we advised Contact Energy in connection with its merger with Origin Energy Limited to form an A$8 billion dual-listed entity.
• Ecogen electricity generation asset acquisition – we advised Babcock & Brown Investor Services in relation to its 50 per cent acquisition of the 960MW Victorian 'Ecogen' electricity generation assets from AES Transpower.
• InterGen’s Australian assets – we advised members of Ontario Teachers’ Pension Plan and AIG in the successful purchase of InterGen’s Australian assets.
• Murraylink electricity transmission assets – we advised Murraylink HQI Australia Pty Ltd and SNC-Lavalin Investment Australia Ltd on the sale to Australian Pipeline Trust of the Murraylink electricity transmission assets for A$153 million.
• Merger of Country Energy and Australian Inland – we advised Country Energy on its merger with Australian Inland to form a genuine multi-utility.
• GasNet Australia acquisition – we advised Australian Pipeline Trust on its A$452 million acquisition of GasNet Australia.
• Wales and West Gas distribution network – we advised Development Australia Fund Management Limited, in its capacity as a major equity participant in the consortium, on its successful bid to acquire the Wales and West Gas distribution network from National Grid Transco.
• Flinders Power Station acquisition – we advised NRG Asia-Pacific Ltd in its A$465 million purchase of the assets and liabilities of Flinders Power Station, including project financing and all associated project documents.
• NRG acquisitions – we advised NRG in its purchase of its interest in the 355MW (net) Kondapalli Power Project located in Andhra Pradesh, India and its bid for the generation assets of Samsung General Chemicals.
• LG Energy and LG Power acquisitions – we advised Mirant Asia-Pacific Ltd with respect to its bid for ownership of an interest in LG Energy and LG Power, IPPs based in South Korea.
• South Korea co-generation facility acquisition – we advised Daesung and Osaka Gas in their bid for ownership of the Anyang and Buchon co-generating facilities in South Korea.

Project development

• Basslink Power Project – we advised National Grid International Ltd on the construction and operation of a 600MW undersea high-voltage direct current transmission cable.
• Telfer Power Station – we advised GE in relation to its new power station installed at the Telfer gold mine for Newcrest's mine expansion.
• Millmerran Power Station – we advised InterGen on all aspects of the development and financing of the 840MW coal-fired power station located at Millmerran, Queensland, with associated coal mine, transmission line interconnection and water supply works.
• Island Power Project, Singapore – we advised InterGen on the development, construction and financing of the Island Power project, Singapore's first independent, foreign-owned power station.
• Western Power SWISS Stage 1 Peaking Power Plant – we advised the Transfield Consortium on the 240MW Kemerton Peaking Power Station development built for Western Power Corporation.
• Patricia Baleen and Sole – we advised OMV on the development of these projects.

Project finance

• Duke Energy Australian asset acquisition – we advised Macquarie Bank, Alinta Ltd's financier, in regards to Alinta's A$1.7 billion acquisition of Duke Energy's Australian assets.
• Tarong North Power Station – we advised ANZ Banking Group and other lenders in the project financing of Tarong North Power Station.
• Esperance Pipeline – we advised the financier on the A$100 million syndicated facility for the greenfield power station and gas pipeline in Esperance, Western Australia.
• Pelican Point Power Station – we advised the lenders to the Pelican Point Power State in South Australia, in particular in relation to the Gas Supply and Gas Transportation arrangements.
• South Australian distribution and retail businesses – we advised the European and Australian lead arrangers of a A$2.2 billion non-recourse bond issue to finance the acquisition by Hong Kong Electric and Cheung Kong International of the privatised South Australian distribution and retail businesses.
• Multinet Gas and IKON Energy – we advised the lead arrangers of a A$1.326 billion syndicated acquisition facility for the A$1.97 billion acquisition of the gas retail, distribution and asset companies, Multinet Gas and IKON Energy Pty Ltd.
• Canunda Windfarm – we advised Bank of Scotland and Credit Agricole on the proposed project financing for International Power's Canunda Windfarm in South Australia.
• ElectraNet – we advised the financial guarantor of the credit-wrapped bond issue to finance the purchase of the South Australian electricity transmission company, ElectraNet, by a consortium comprising Macquarie Bank, Powerlink and the Asian Development Bank.
• Hazelwood Power Station – we acted for the joint lead arrangers (UBS Australia Ltd, Citibank NA, Commonwealth Bank of Australia and Societe General Australia Ltd) in the debt financing of the acquisition of Hazelwood Power Station.
• Yallourn Energy – we advised the lead arrangers of a A$1.130 billion senior secured limited-recourse facility for Yallourn Energy.

Reform and restructure

• Murraylink Transmission Company – we advised Murraylink Transmission Company (MTC) in relation to its application for conversion of the Murraylink interconnector to regulated status under the national electricity code. Murraylink was constructed as an entrepreneurial investment and MTC sought to bring it within the regulated framework. We advised on legal and procedural issues relating to the application to the Australian Competition and Consumer Commission (ACCC) and in dealing with allegations of material errors in the ACCC's final determination.
• Western Power restructure – we advised Western Power Corporation on the proposed legislation to split Western Power into four corporatised government business enterprises. We are also advising the Crown Solicitor's Office in relation to aspects of the proposed energy market in Western Australia, including policy matters associated with aspects of the proposed market rules.
• Victorian energy restructure – we advised the Victorian Government with the restructure and privatisation of Victoria's electricity and gas supply industries. We also advised the State of Victoria on the trade sale of most of its assets and businesses in these sectors.
• Hydro-Electric disaggregation – we advised the Tasmanian Government in relation to disaggregating the Hydro-Electric Corporation and establishing a regulatory framework for the Tasmanian electricity industry.
• New South Wales electricity supply industry restructure – we advised the New South Wales Government in relation to the further restructure of its electricity supply industry. This included establishing Eraring Energy as a new generation corporation and the transfer of assets (A$1.5 billion) to that corporation, and the establishment of Country Energy.
• Korean restructure – we advised the Korean Government and its state-controlled electricity utility KEPCO on the electricity industry reform program. The Korean reforms involved breaking up KEPCO's generating division into six competing generating companies, retail/distribution companies and transmission companies, and introducing a new wholesale electricity market and regulatory framework ahead of a proposed industry privatisation.
• Singaporean restructure – we advised the Public Utilities Board on the proposed restructure of Singapore's electricity industry, including the development of an electricity wholesale market. We reviewed the Public Utilities Act 2001; drafted new legislation for the restructured electricity industry; reviewed and drafted public licences and codes of practice for the supply and transmission of electricity, and a regulator's manual.

Competition and regulatory

• Loy Yang A Power Station – we advised on aspects of strategy in dealing with competition law issues relating to the acquisition of the Loy Yang A Power Station, including issues relating to obtaining declarations from the Federal Court that the transaction did not substantially lessen competition.
• Proposed AGL/Origin merger – we advised on the competition law aspects of AGL Energy’s preliminary merger approach to Origin Energy.
• Basslink Power Project – we advised National Grid International Ltd on the competition and regulatory law aspects of the A$800 million Basslink project.
• Directlink Interconnector – we advised the Directlink Joint Venturers on regulatory and administrative law issues relating to the application for conversion of the Directlink interconnector to regulated status under the National Electricity Code / National Electricity Rules.
• Red Energy regulatory and competition law matters – we advised Red Energy in relation to the establishment of its electricity retail business.
• NEMMCO competition and regulatory matters – we advised NEMMCO on various issues arising from the restructured regulatory arrangements applying in the energy sector and potential implications under the Trade Practices Act 1974 (Cth). We have also developed and implemented a comprehensive competition law compliance program for NEMMCO which is tailored to focus specifically on those matters most relevant to NEMMCO’s operations.

Awards

• Energy and Resources Law Firm of the Year 2008 & 2006, Australian Law Awards
• Energy and Resources Deal of the Year 2007, ALB Awards: AGL-Alinta 
• Equity Capital Markets Deal of the Year 2006, ALB Awards: SP AusNet 
• Energy Deal of the Year 2005, ALB Awards: Epic Rest Financing 
• Project Finance Deal 2005, FinanceAsia Awards: Loy Yang A$2.36 billion refinancing

Legal guides

• Tier 1 Ranking, Energy and Resources, Chambers Global Guide (2009, 2008, 2007, 2006, 2005)
• Tier 1 Ranking, Energy and Resources, Asia Pacific Legal 500 (2008, 2007, 2006, 2005)
• Leading Firm, Energy, PLC Which Lawyer? Yearbook (2008, 2007, 2006, 2005, 2004)

Testimonials

• The World's Leading Lawyers rates Freehills as the ‘premier energy and resources practice‘ in Australia.
• Global Guide 2008 also attests to the quality and depth of the Freehills team, remarking that the firm has ‘a broad base of expertise combined with deep bench strength’. Clients report that ‘this high quality team provides inspired commercial advice’.