Noam Ayali

Partner

Practice Description

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 with 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 U.S. and international acquisitions, bank and capital markets financings (including debt offerings under Rule 144A and Regulation S) and SEC matters.

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 trades receivables financings.

Representative Matters

• Representing 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.
• Advising 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 leading international commercial bank in a financing for the construction of an offshore/onshore natural gas pipeline in Israel.
• 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 an international geothermal energy developer in connection with numerous acquisitions, geothermal power projects development and financing (in the United States, Latin America, and Africa) as well as in the initial public offering and listing on the New York Stock Exchange of the group’s U.S. holding company, Rule 144A and Regulation S debt offerings, a $1 billion universal shelf registration filing, and a follow-on equity offering take-down under the shelf.
• 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 International Finance Corporation in connection with:
  • 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 co-senior lender 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.
• Represented International Finance Corporation in connection with 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.
• Represented International Finance Corporation in connection with 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).
• 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.
• 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.

Honors

Activities and Affiliations

Publications

Speeches and Events

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 Chadbourne-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. He was also one of three presenters at two Chadbourne & Parke LLP workshops titled “Developing a Financeable LNG Import Project” and “LNG Projects: Commercial Structures and Contract Issues from a Lender’s Perspective,” and more recently was one of the presenters at a Chadbourne workshop in London: “Russia and CIS Petroleum: Black Hole or Golden Opportunity.”

Other speeches include: