Energy and Natural Resources

Chandler Mori Hamada has a long‐standing, highly recognized Energy and Natural Resources legal team, drawing on the coordinated strengths of experienced lawyers from the firm’s Banking and Project Financing, and Mergers and Acquisitions practices. The team acts for project owners, sponsors and lenders on a wide range of transactions, both in Thailand and across Southeast Asia, with a focus on Lao PDR, Malaysia, Myanmar and Vietnam. Lawyers advise on new and continuing projects, with work including; company registration, acquisition of land and rights of way, contracting with developers and other contractors, suppliers, licensees, obtaining permits, licenses, and government approvals, negotiating financing terms, and advising on Board of Investment (“BOI”) incentive schemes.

Some Representative Transactions:

・Syndicated lenders in relation to the refinancing of the existing syndicate project financing for three cogeneration power plants with aggregate capacity of 468 MW.
・Bangkok Bank Public Company Limited, Government Savings Bank and Industrial and Commercial Bank of China (Thai) Public Company Limited on the THB 3,243,000,000 financing of the development, construction, operation and maintenance of one Small Power Producer (SPP) gas-fired combined cycle cogeneration power plant project. The project is developed under a replacement scheme with the Electricity Generating Authority of Thailand whereby ageing gas-fired power plants under the previous SPP scheme will be retired and replaced by more efficient and modern power plants at the same site.
・B.Grimm Power Public Company Limited, the sponsor, on the non-recourse financing for the development of seven small gas-fired power plants. The gas-fired power plants will have a combined capacity of 980 MW with an approximate total value of THB 40 billion. These replacement power plants are the first of their kind. Power Deal of the Year (Thailand) - The Asset Triple A Infrastructure Awards 2021 (Country Deal Awards ASEAN)
・Denham Capital a global energy transition investment firm region, in the Thai aspects of the sale of Nexif Energy Holdings B.V. and NXF Holdings 2 Limited. The target group is a leading developer and investor in energy business in the Asia-Pacific which holds a stake in a gas-fired power plant under development in Rayong, Thailand.
・Banpu Plc. on the proposed 1399 MW Hongsa Mine Mouth Power Project in Lao PDR.
・B.Grimm Power Public Company Limited and its subsidiary B.Grimm Power Service (Laem Chabang) Limited on the acquisition of 100% of the shares in Glow SPP1 Company Ltd.

Chandler Mori Hamada’s energy specialists represent major oil and gas companies on the submission and processing of applications for petroleum concessions, implementation of exploration programs, and on drafting and negotiation of joint venture and finance agreements.

・Medco Energi on the Thai law aspects of its acquisition of Ophir.
・Dialog on its acquisition of PanOrient.
・A group of lenders on their contemplated extension of a loan to the Thai Pipeline Network (TPN) to construct a pipeline from Saraburi to Khon Kaen in Thailand.
・Bangkok Bank Public Company Limited on financing to a Fuel Transportation Pipeline for construction of a fuel pipeline from Ayudhaya Province in Central Thailand to the country’s Northern provinces, and for fuel tank farms in areas along the pipeline.
・PCC ROKITA SPÓŁKA AKCYJNA, a leading Polish energy company, on expansion of operations in Thailand, including advising on PCC’s investment in IRPC Polyal Co., Ltd., a top tier petroleum products company in-country.
・A leading Japanese multinational, industrial gas manufacturer and its subsidiary on a cross-border acquisition of a major shareholding in a leading Thai gas company. The transaction included negotiation for and purchase of shares from individual and corporate shareholders.
・Petronas as major shareholder of six operating entities for the petroleum retail business in Thailand, on disposal of all operations, including all gas stations, land, relevant receivables and assets. Transaction valued at USD 103.7 million.

Chandler Mori Hamada is broadly recognized as the ‘go-to’ firm for renewable energy expertise. The firm provides advice to a diverse range of corporate, institutional and government clients in this rapidly evolving energy sector, and continues to participate in special studies and academic courses to expand the renewable/alternative energy knowledge-base.

・A major Thai renewable energy producer, in the negotiation of a Design-Build Agreement (based on FIDIC Yellow Book, 1999) for the development of a 50 MW solar farm in Vietnam.
・A major Thai renewable energy producer, in drafting and negotiating an Engineering, Procurement and Construction Agreement (FIDIC Silver Book, 2017) and the Operation & Maintenance Agreement for the development of Phase 1 of a 330MW intertidal wind farm in Vietnam.
・Lomligor Co., Ltd., a subsidiary of BCPG PLC, on the financing of a 10MW wind power project in Nakhon Si Thammarat province, Thailand. This is the first time that BCPG, as a leading Thai renewable energy producer, expanded its renewable energy base to wind power in Thailand. This is also the first wind power project in Thailand with an energy storage system. The Asset Triple A Infrastructure Awards 2021 (Country Deal Awards ASEAN) - Battery storage deal of the year (Thailand)
・Syndicated lenders in relation to the financing to Ray Power Supply Co., Ltd. for the construction, development and operation of solar project with an installed capacity of 30 MW located in Cambodia. This transaction aims to finance one of the first large solar projects in Cambodia developed by Ray Power Supply Co., Ltd., a private Cambodian company wholly owned by a subsidiary of B.Grimm Power Public Company Limited.
・Syndicated lenders in the financing of the Luang Prabang Hydro Power Project. This involved drafting and negotiating the term sheets for the financing as well as conducting legal due diligence exercises on the project. The documents included a concession agreement, power purchase agreement, and construction agreement. We were also involved with the Mekong River Commission’s consultation process. Luang Prabang Hydro Power Project is the largest hydroelectric power plant which the Thai sponsors have ever invested in Lao PDR.
・Lenders on the financing for the development and operation of a 257 MW solar power plant in Vietnam. This solar project, which is based in Hoa Hoi, Phu Yen Province, will be Vietnam’s largest single operating solar power plant and one of the largest in Southeast Asia. The syndicated loan is the first green B loan in Asia and the Pacific to be certified by the Climate Bonds Initiative, and one of the largest such loans yet mobilized in Vietnam. The project is the largest single operating solar power plant in Vietnam and one of the largest in Southeast Asia.
・Lender on project financing of a solar power project to a Vietnamese borrower, Phu Khanh Solar Power Joint Stock Company, which is a joint venture company between Eastern Power Group Public Company Limited, Eastern Printing Public Company Limited and Communication & System Solution Public Company Limited and a Vietnamese joint venture partner.
・Lender on a project financing of a solar power project to a Vietnamese borrower, Truong Thanh Quang Ngai Power and High Technology Joint - Stock Company, which is a joint venture company between Sermsang Power Corporation Public Company Limited and a Vietnamese joint venture partner.
・Bangkok Bank, Export-Import Bank of Thailand, The Siam Commercial Bank, and TISCO Bank, acting with Clifford Chance on advising the syndicated lenders on financing of the USD 1 billion Nam Theun I hydroelectric power project on the Nam Kading river in Laos PDR.
・BCPG, one of Thailand’s and Southeast Asia’s largest renewable energy producers, on a cross-border, syndicated financing from leading financial institutions for acquisition of geothermal assets in Indonesia. The project was complex based on the multiple jurisdictions involved (Thailand, Indonesia, Singapore), and the jurisdictional mix of lenders.
・The Siam Commercial Bank on financing for development of a 60 MW wind farm, Small Power Producer (SPP) power plant in Watabak, Thailand.
・Lenders Bangkok Bank, Krung Thai Bank, The Siam Commercial Bank, KASIKORNBANK, Export-Import Bank of Thailand, and TISCO Bank, on financing, due diligence, and EPC contract for a 1.3 MW hydropower project in Xayaburi, Lao PDR.

Chandler Mori Hamada has broad experience in representing project owners, sponsors, and lenders in the specialized area of petrochemical and related projects, both in Thailand and Southeast Asia. Highlights for petrochemical and refinery projects follow.

・Solvay on several petrochemical investment projects in Thailand, including a joint venture project with Dow Chemical to construct a crude hydrogen peroxide plant in the Asian Industrial Estate with a capacity of 360,000 sq. mtrs.; one of the largest, crude hydrogen peroxide plants in the world.
・Bangchak Petroleum, a major energy company in Thailand, on a cross-border investment in SPAR International B.V. group, a top tier, international retail/wholesale group with businesses across Europe.
・The chemical flagship of the Thailand state-owned oil and gas group, on development and implementation of a petrochemical plant (propylene oxide) in Thailand, in which the Supply and Construction contract involves reviewing/advising on EPC contracts.
・A major listed Thai petrochemical company on the financing for the development and implementation of a new petrochemical plant.
・The lenders, Bank of Ayudhya and KASIKORNBANK, on a joint venture between the Thai Oil Group and Mitsui & Co. on project financing for design, engineering, supply, construction, commissioning, and operation of the first Linear Alkyl Benezine (LAB) operation in Thailand and Southeast Asia.
・PTT Phenol on development of a Phenol Plant, and a Bis-Phenol plant in Thailand.

Chandler Mori Hamada’s energy and natural resources lawyers act for sector leaders, advising on mineral exploration, mining and processing projects, and are familiar with all stages of licensing and government approval processes. Major clients include, LHOIST (dolomite mining), Oxiana (copper), Pan Australian (copper mining), MICCL, and Kingsgate Consolidated/Akara Resources. The firm is a member of the Mining Industry Council, and prepared a study of the Thai mineral industry for the University of Dundee, Scotland, in 1992. A short description of the group’s representation of Kingsgate Consolidated/Akara Resources follows:

・Kingsgate Consolidated/Akara Resources - acting for Kingsgate/Akara Resources on a major gold mine in Thailand and its expansion project with capacity of 185,200 ounces of gold and 1,080,400 ounces of silver p.a. Also represented Kingsgate/Akara Resources on USD 150 million project financing from Investec Bank and Thai bank syndicates in preparation for IPO, on maintenance of mining rights, and on company secretarial work.