Norton Rose Fulbright US LLP
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Noam Ayali’s practice focuses on the acquisition, development, financing and operation of energy infrastructure projects. He represents energy companies, project sponsors and developers, as well as multilateral agencies, commercial banks and equity investors, in connection with upstream oil and gas projects, cross-border oil and gas pipelines, and gas-related energy infrastructure projects around the world. His practice also involves advising project sponsors and lenders in connection with political risk insurance matters related to project financings. He has been involved in energy projects in the United States, Latin America, Russia, the Caspian Region, the Middle East, Africa and Asia and has experience with production sharing agreements, concession/licensing, international operating agreements, unincorporated joint ventures and farm-ins/outs.
Mr. Ayali is also extensively involved in the renewable energy industry, representing one of the leading global geothermal companies in connection with its US and international acquisitions, project development and finance, bank and capital markets financings (including debt offerings under Rule 144A and Regulation S) and SEC matters. He has also represented solar energy companies in connection with capital raising from private equity infrastructure funds and in negotiating commercial banking facilities, and regularly represents private equity infrastructure funds in investing in renewable and alternative energy projects.
During his tenure at the International Finance Corporation (IFC), Mr. Ayali represented IFC in connection with oil and gas projects in Russia, Central Asia and Latin America, and in connection with mining transactions in Russia and China. He was also involved in project financings in Latin America, and worked on establishing new country and regional equity investment funds and trade receivables financings.
LLM, Morin Center for Banking Law Studies, Boston University School of Law, 1990
LLB, Tel-Aviv University School of Law, 1988
- District of Columbia Bar
- New York State Bar
Oil, gas and LNG
- Rovuma LNG; Mozambique. Currently representing Overseas Private Investment Corporation (OPIC) as provider of political risk insurance to support a portion of the debt financing provided for the Rovuma LNG Project in Mozambique.
- Acajutla LNG-to-Power. Currently representing IFC, OPIC, KfW and Finvera, on the proposed financing of the Acajutla FSRU LNG-to-Power project in El Salvador.
- Cheniere Energy Partners L.P./Sabine Pass Train 6. Represented the lenders in connection with the $1.5 billion term loan and revolving credit facilities undertaken by Cheniere Energy Partners, to provide a portion of the funds required to construct Train 6 of the Sabine Pass LNG Liquefaction Export Project.
- Costa Norte LNG-to-Power Project. Represented IFC and other multilateral and commercial lenders, including Bancolombia, Banco General, Global Bank and the Central American Bank for Economic Integration (CABEI) in the US$535.5 million financing of the US$1 billion Costa Norte LNG import terminal and associated 381MW power plant in Panama under development by AES. This project is the largest combined-cycle facility and first ever LNG terminal in the country, and it is also the largest ever power investment in Central America. This transaction was named the 2016 Latin American Power Deal of the Year by IJGlobal.
- Corpus Christi LNG. Represented the lenders in connection with the approximately $6.1 billion Train 3 expansion financing of the Corpus Christi LNG Project, comprising a three train LNG liquefaction and related facilities, as well as a 48-inch natural gas pipeline to transport feedstock gas to the project.
- Corpus Christi LNG. Represented the lenders in connection with the $1.2 billion revolving working capital and letters of credit facility for the Corpus Christi LNG Project.
- Cheniere Energy Partners, L.P. Represented the lenders to Cheniere Energy Partners, L.P. on approximately US$2.8 billion of senior secured credit facilities. Proceeds will be used by Cheniere Energy Partners, L.P. to prepay existing debt at Cheniere Creole Trail Pipeline, L.P., redeem or repay the senior secured notes due 2016 and the senior secured notes due 2020 that were issued by Sabine Pass LNG, L.P., and for general business purposes of Cheniere Partners and its subsidiaries.
- Corpus Christi LNG. Represented the lenders in connection with the approximately US$11.5 billion debt financing of the Corpus Christi LNG Liquefaction Project. Phase I of the project comprised of a two-train LNG liquefaction and related facilities, as well as a 48-inch natural gas pipeline to transport feedstock gas to the project. Phase II will add another LNG train and additional related facilities. Cheniere Energy Partners, L.P., an affiliate of Cheniere Energy, Inc., is developing the project. This transaction received the 2015 “Deal of the Year (Americas)” award from Project Finance International, and the 2015 “North American LNG Deal of the Year” award from IJGlobal.
- Freeport LNG (Train 2). Represented the initial purchasers in connection with the $1.25 billion Rule 144A/Regulation S offering of senior secured notes by FLNG Liquefaction 2, LLC (the Train 2 owner), to refinance a portion of the senior bank debt incurred for the purpose of development and construction of Train 2 of the Freeport LNG project.
- Freeport LNG (Train 2). Represented the purchasers in connection with separate private placements of additional senior secured notes issued under Section 4(a)(2) by FLNG Liquefaction 2, LLC (the Train 2 owner) aggregating more than $1.4 billion to further refinance a portion of the senior bank debt incurred for the purpose of development and construction of Train 2 of the Freeport LNG project.
- Sabine Pass Train Five. Represented the lenders in connection with the financing of Train 5 of the Sabine Pass Liquefaction Project. Upon completion, the Sabine Pass LNG Terminal will be the world’s first LNG terminal with dual capacity to import and regasify LNG and liquefy natural gas and export LNG. The project is being developed and constructed by Cheniere Energy Partners, L.P., through its subsidiary Sabine Pass Liquefaction, LLC.
- Freeport LNG (Train Three). Represented the lenders on the approximately US$3.6 billion financing of Train Three of the Freeport LNG liquefaction and export project at Quintana Island near Freeport, Texas. The Freeport LNG liquefaction project is an approximately US$12.5 billion project, making it the largest fully non-recourse construction financing project ever. The American Lawyer named the Freeport LNG project financing as its co-winner of the 2015 “Finance Global Deal of the Year: Project Finance.”
- Freeport LNG (Train 2). Represented the lenders on the US$4.025 billion commercial bank debt financing for Train Two of the Freeport LNG Project. Equity financing was provided by Freeport LNG and IFM, an Australian-based private equity group. This transaction also involved intercreditor and other arrangements with the Train 1 financing provided by JBIC, NEXI and commercial banks. Train Two has a design capacity of 4.64 million tons per year, is being constructed by CB&I, Inc. and Zachry Industrial, Inc, and has a take-or-pay liquefaction tolling agreements with BP Energy Company. The project won the 2014 “North America Oil & Gas,” “Overall North America” and “Overall Global” deal of the year awards from IJGlobal.
- Sabine Pass Liquefaction, Phase II. Represented the lenders in connection with the $5.9 billion Phase II financing of the $12 billion, four-Train Sabine Pass LNG liquefaction and export project located in Cameron Parish, Louisiana. The Project is sponsored by Cheniere Energy Partners, with additional equity investment from the Blackstone Group. The transaction was named the 2013 “Americas Deal of the Year” by Project Finance International and the 2013 “North America Midstream Oil & Gas Deal of the Year” by Project Finance magazine.
- Sabine Pass Liquefaction, Phase I. Represented the lenders in connection with the US$3.6 billion Phase I financing for the first two LNG trains at the Sabine Pass LNG Liquefaction and Export Project. The transaction was named 2012 “Deal of the Year, America” by Project Finance International, and 2012 “North America Oil & Gas Deal of the Year” and “Overall North America Deal of the Year” by Project Finance magazine.
- Sabine Pass LNG. Represented Credit Suisse and HSBC as initial purchasers of Sabine Pass LNG's US$420 million Senior Secured Notes due 2020, and Credit Suisse as dealer/manager in connection with a concurrent US$550 million tender offer for Sabine Pass LNG's outstanding 7.25% Senior Secured Notes due 2013.
- Ruby Pipeline. Represented the lenders to Ruby Pipeline Company, in connection with the US$1.5 billion greenfield project financing of the US$3 billion, 675-mile Ruby natural gas pipeline, sponsored by El Paso and Global Infrastructure Partners. The pipeline transports natural gas from the Rockies to markets in California/Oregon and traverses Wyoming, Utah and Nevada. The transaction was selected as the "North American Oil and Gas Deal of the Year" by Project Finance magazine and as "Oil and Gas Deal of the Year in the Americas" by Project Finance International.
- Ruby Pipeline. Represented the initial purchasers, and a group of commercial banks on the US$1.075 billion project bonds and US$375 million commercial bank debt refinancing of the Ruby Pipeline Project.
- Elba Pipeline. Represented the lenders to Elba Express Pipeline, a greenfield natural gas pipeline transporting regassified LNG from the Elba LNG receiving terminal to interconnection points with the Transco pipeline system.
- Metor S.A. Represented IFC as a co-senior lender in a financing by IFC, Japan Bank for International Cooperation, and commercial banks, to finance the development, construction and operation of a 2,500 MT/d chemical-grade methanol production train at the Jose Complex, Venezuela, developed by Mitsubishi Corporation, Mitsubishi Gas Chemicals, Pequiven and other local shareholders.
- Shtokman LNG. Member of team that advised Gazprom, Russia’s state-owned gas monopoly, in connection with the planned multi-phased Shtokman Project, which includes the upstream development and production of the Shtokman natural gas fields, the Shtokman liquefaction facilities, LNG transportation and the downstream operations relating to the marketing and sale of LNG, obtaining regasification capacity at LNG receiving terminals in North America, and the marketing and sale of natural gas.
- Represented a leading international commercial bank in a financing for the construction of an offshore/onshore natural gas pipeline in Israel.
- Represented International Finance Corporation in connection with various upstream projects, including:
- a financing for Lukoil, to provide a portion of the costs associated with the Karachaganak oil and gas project in Kazakhstan, developed jointly by Lukoil, AGIP, BG and Chevron
- a financing for Petrobras Energia Venezuela, S.A., as a member of separate consortia groups, to continue development and production of four hydrocarbon blocks in Venezuela under operating service agreements with PDVSA affiliates.
- a financing for the Venezuelan subsidiary of a Canadian Toronto stock exchange-listed independent oil and gas company, to continue development and production of hydrocarbon blocks in Venezuela under an operating service agreement with PDVSA.
- a financing for Merlon Petroleum, to continue development and production of hydrocarbon blocks in Egypt under a concession and joint operating agreement with Egypt General Petroleum Company (EGPC).
- Advised a Chilean energy company in connection with contemplated greenfield LNG receiving terminal in northern Chile and related shareholder and joint venture arrangements, commercial structuring and financing options and alternatives.
- Represented a commodities trading and derivatives subsidiary of a leading international investment bank in connection with various natural gas hedging and natural gas storage transactions.
- Represented The AES Corp. and project subsidiaries in connection with a greenfield LNG receiving terminal project involving construction of a liquefied natural gas receiving terminal, storage and regasification facility, pipeline and gas-fired combined cycle power plant in the Dominican Republic.
- Represented a European lender to one of the consortium members developing the Ohanet natural gas liquids project in Algeria to finance a portion of its share of the project costs.
- Ongoing representation of Ormat Technologies, Inc., an international geothermal energy developer, in connection with numerous acquisitions, geothermal power projects development and financing (in the United States, Latin America and Africa). Representative matters include the initial public offering and listing on the New York Stock Exchange of the group’s US holding company, Rule 144A and Regulation S debt offerings, a US$1.5 billion universal shelf registration filing, and several follow-on equity offering take-downs under the shelf. Recent projects and other transactions for this client include:
- Olkaria Power Project. Representation of Ormat in connection with the financing and refinancing of its Olkaria III geothermal power project in Naivasha, Kenya. The up to US$310 million senior debt financing was concluded with Overseas Private Investment Corporation (OPIC) and provided funds for the partial prepayment of the existing European DFIs senior secured debt, for the expansion and construction of the geothermal power plant to 84 MW, and for a standby facility to finance a further expansion of the project up to 100 MW. The refinancing included intercreditor arrangements between OPIC and those European DFIs that elected to stay in the project.
- OFC 2. Representation of Ormat in connection with the DOE-guaranteed portfolio financing of three geothermal power projects in Nevada. The transaction was structured under DOE FIPP Loan Guarantee Program, as a note purchase financing by an issuing holding company, with John Hancock Life Insurance Company as the guaranteed note purchaser.
- Olkaria Power Project. Representation of Ormat in connection with the financing of Phase II of the 48 MW Olkaria III geothermal power project in Kenya. The US$105 million financing was concluded with a syndicate of European International Development Finance Institutions including DEG, KfW, FMO, PROPARCO and Emerging Africa Infrastructure Fund. The project is the first privately owned geothermal project in Africa.
- Representation of Ormat in connection with the US$42 million senior debt financing of the 20 MW Amatitlan geothermal power project in Guatemala.
- OPC LLC. Representation of Ormat in connection with a transaction to sell partnership interests in OPC LLC, a limited liability company that owns interests in four Ormat geothermal power projects in Nevada, to affiliates of Morgan Stanley and Lehman Brothers. The transaction was the first "partnership flip" transaction in the geothermal energy sector.
- Carson Lake Project. Representation of Ormat in connection with a joint venture with Nevada Power Company, a subsidiary of Sierra Pacific Resources (NYSE: SRP) for the Carson Lake Geothermal Power Project, under which Ormat will develop the project until the resource is sufficiently defined and NPC obtains regulatory approval to acquire its 50% ownership interest. Following the acquisition, Ormat will continue to develop the project on behalf of both owners. The collaboration is a first of its kind in bringing geothermal to the forefront of utility energy development.
- Representation of OrCal Geothermal Inc., which owns the Herber Complex (consisting of the Herber 1, Herber 2 and Gould Projects) in connection with the issuance, under Rule 144A and Regulation S, of US$165 million 6.21% Senior Secured Notes due 2020 to refinance the acquisition of these projects.
- Represented Sunray Renewable Energy in connection with bridge loan facilities and an equity investment by Denham Capital Management, a private equity infrastructure fund.
- Represented SunEdison LLC and its affiliates in connection with separate revolving credit facilities providing for letters of credit, working capital and revolving loans obtained from HSH Nordbank and from NordLB.
- Represented the international sponsor group in connection with the Sistema Anchieta Imigrantes toll road project in Brazil.
- Represented the international sponsor group in connection with the Rosario-Victoria toll bridge project in Argentina.
- Chambers Global, Projects: LNG - USA (Band 1), Chambers & Partners, 2016 – 2021
- Chambers Global, Projects - USA (Band 2), Chambers & Partners, 2016 – 2021
- Chambers USA, Projects: LNG - USA - Nationwide (Band 1), Chambers & Partners, 2016 – 2021
- Chambers USA, Projects - USA - Nationwide, (Band 1), Chambers & Partners, 2016 – 2021
- Legal 500 Hall of Fame, Project Finance - Advice to Sponsors, Legal 500, 2021
- The Legal 500 United States - Recommended Lawyer, Energy: Renewable / Alternative Powers, The Legal 500, 2021
- The Legal 500 United States - Recommended Lawyer, Energy Transactions: Conventional Power, The Legal 500, 2021
- The Legal 500 United States - Recommended Lawyer, Project Finance, The Legal 500, 2011 – 2016, 2018 – 2021
- The Legal 500 United States - Recommended Lawyer, Energy Transactions - Oil & Gas, The Legal 500, 2011 – 2016; 2020 – 2021
- The Legal 500 Latin America - Recommended Lawyer, International Firms - Projects and Energy, The Legal 500, 2017 – 2018
- Market leader, Project finance - United States, IFLR1000, Euromoney Institutional Investor PLC, 2018
- Who's Who Legal, Project Finance, Law Business Research Ltd., 2014 and 2018
- Best Lawyers in America - project finance law, Best Lawyers, 2006 – 2008, 2010 and 2012, 2018 – 2019, 2022
- Guide to the World’s Leading Project Finance Lawyers, Euromoney, 2008
- A. John Serino Outstanding Graduate Student Prize in International Banking Law from Boston University, 1990
Mr. Ayali has spoken on the topics of oil and gas privatization for the Nigerian Bureau of Privatization at the Fourth Annual Pan-African Privatization summit, at a firm sponsored project finance conference in Israel under the auspices of the Israel Foreign Trade Risk Insurance Company and the Israel Export Institute, and for the World Bank Institute. Mr. Ayali has also served as a panel moderator and presenter at various oil, gas, and LNG conferences in the US and abroad, including:
- 2nd Annual North American Midstream Infrastructure Finance Forum, April 29 – 30, 2014
- Floating LNG 2013, London, UK, June 11 – 13, 2013
- "Assessing the Potential of North America LNG Supply: Update and Outlook for Export Projects," World LNG Americas Summit, San Antonio, TX, April 14, 2012
- "Typical Mismatches Between LNG Supply Contracts and Downstream Gas Marketing Contracts and LNG Project Development and Contracting Issues," Washington, DC, October 1, 2004
- "Financing Oil & Gas Projects in Kazakhstan," 11th Annual Kazakhstan International Oil and Gas Exhibit, Almaty, Kazakhstan, October 8 – 10, 2003
- "LNG Projects: Commercial Structures and Contract Issues," New York, NY, July 31, 2003
- "Financing Oil and Gas Projects in Kazakhstan," Third Annual Kazakhstan Oil and Gas Conference, London, United Kingdom, July 1 – 2, 2003
- Member, American Bar Association (Section of Environment, Energy and Resources, Section of International Law and Practice)
- Member, New York Bar Association
- Member, District of Columbia Bar Association
- Member, Israel Bar Association
- Member, Association of International Petroleum Negotiators
- Advisory board, Institute for Energy Law
- Adjunct professor (International Project Finance course), American University Washington College of Law, 2003 – 2004
- Senior counsel, International Finance Corporation, 1996 – 1999