Kenneth E. Mack

Partner

Practice Description

Representative Matters

Oil & Gas and Mining

• Acting for the China National Petroleum Corporation in negotiations on the terms and conditions of contracts for the construction, ownership and use of the multi-billion dollar Kazakhstan–China Gas Pipeline, which will run from gas fields in Turkmenistan through Uzbekistan and Kazakhstan to China.
• Acted for the China National Petroleum Corporation in the negotiation and drafting of the Gas Pipeline Intergovernmental Agreement between the government of Kazakhstan and the government of China, outlining the basic terms and principles for the construction and operation of the gas pipeline between Kazakhstan and China.
• Acted for a major Brazilian mining company on the acquisition of a controlling interest in a UK company that holds exploration and mining rights in a copper project in Kazakhstan, including Kazakh law advice on compliance with the requirements of an exploration and mining contract, government preemptive right and anti-monopoly matters.
• Represented CNPC International Limited, a wholly-owned subsidiary of China National Petroleum Corporation, as the lead counsel in the $1.3 billion sale of 33% of the shares of PetroKazakhstan, Inc. to JSC KazMunayGas.
• Represented CNPC in the second phase of its sale of shares in PetroKazakhstan Inc. to JSC KazMunayGas, which consisted of the restructuring and acquisition of a 50% interest in the Shymkent oil refinery in Kazakhstan by CNPC and KMG.
• Acted for a major Kazakhstan mining company in due diligence on its assets and its merger with a London Stock Exchange listed company.
• Represented a major U.S. oil company in negotiations with the Republic of Kazakhstan and drafted sale and purchase agreement for $680 million acquisition of oil joint venture ownership interest. Work included all sale and purchase negotiations and amending project and loan documents.
• Represented a major U.S. oil company in negotiations with Kazakhstan’s state oil company for the Kurmangazy oil field production sharing agreement (PSA) in the offshore Caspian Sea; drafted the PSA and related documentation.
• Represented a major U.S. oil company in negotiations with the International Finance Corporation on the terms and conditions of the Consent and Agreement between the IFC and the consortium participants developing the Karachaganak oil field in northwestern Kazakhstan. The Consent and Agreement was related to the project financing of the Russian participant’s cash call obligations for the oil production facility expansion project.
• Advised a major U.S. oil company in litigation with the Republic of Kazakhstan over a $70 million environmental pollution lawsuit brought in Kazakh courts; advised client on its position under Kazakh law and international law in preparation for bringing the case to arbitration; assisted in devising settlement for the dispute, including structuring assistance to the Republic in the settlement arrangement in conformance with Kazakh law.
• Advised a major French oil company on acquisition of rights in a PSA in the offshore Caspian Sea and drafted Farm in Agreement and Strategic Partnership Agreement.
• Advised a major French oil company on the acquisition of an interest in the Caspian Pipeline Consortium (CPC), focusing on restrictions on the transfer of interests under the CPC Shareholders Agreement, capacity allocation rights, and the liabilities associated with the acquired interest.
• Conducted extensive due diligence on CPC on behalf of major Asian oil company that was considering acquiring an interest in CPC. Issues examined included mechanisms and permissibility of transfer of rights arising under the Consortium Agreement, transfer of capacity throughput rights; CPC financing commitments and repayment rights and obligations; corporate governance of CPC (under the Consortium Agreement and CPC-R and CPC-K Documents); and pipeline regulatory concerns pertaining to CPC.
• Advised a major Italian oil company on a wide range of liabilities associated with the assumption of the operator position in the consortium developing Kazakhstan’s Kashagan oil field in the offshore Caspian Sea.
• Advised a major Western oil and gas company on Kazakhstan regulatory law concerning the construction and operation of, and throughput rights for, a pipeline in the Caspian region.
• Represented a major U.S. oil company in PSA negotiations with a large Russian oil company for the Priobskoye oil field in Central Russia, and drafted preliminary documentation for the deal.
• Represented a major U.S. oil company in negotiations with Russian oil companies for the acquisition of interests in oil fields at the Timan Pechora area of northern Russia, the northern offshore Caspian Sea (Russian zone), and in the Astrakhan Province of southwestern Russia.
• Drafted a credit sale agreement and ownership interest purchase documentation for gas station acquisition in Kazakhstan.

Capital Markets, Banking and Finance

• Acted for the European Bank for Reconstruction and Development (EBRD) in a senior syndicated loan to a Kazakhstan marine services company, and acting in parallel for a major Kazakh bank in a senior loan to the same Kazakh marine services company; and acting for EBRD in an equity investment to acquire a participatory interest in the company.
• Represented a major Kazakh real estate company in its IPO, listing GDRs on the London Stock Exchange.
• Represented a UK oil & gas company on its acquisition of two Kazakh oil and gas companies and its IPO on the London Stock Exchange.
• Advised Morgan Stanley on derivatives transactions in Kazakhstan.
• Acted for Morgan Stanley in the extension of loan facilities to several leading Kazakh banks.
• Represented JPMorgan in connection with the offering by Astana Finance B.V. of $125,000,000 7.625% Eurobonds due 2009, guaranteed by Astana-Finance JSC of Kazakhstan.
• Represented JPMorgan in connection with the offering by Astana Finance B.V. of $175,000,000 9% Eurobonds due 2011, guaranteed jointly by Astana-Finance JSC of Kazakhstan, as well as Leasing Company Astana-Finance JSC.
• Represented the European Bank for Reconstruction and Development (EBRD) in its $87.8 million loan to KEGOC for the financing of the construction of the second and third sections of the new North-South 500 kilovolt electricity transmission line.
• Represented major international bank in an OPIC-guaranteed loan to Halyk Bank.
• Represented Alliance Bank on a financing which was secured by an extensive security package, including a mortgage of oil tankers located in the Caspian Sea.
• Advised Chevron on the project financing of a multi-billion dollar expansion program at Tengiz, the largest producing oil field in Kazakhstan.
• Advised Standard & Poor's in Kazakhstan in relation to its rating of two securitization deals, both involving major Kazakhstan banks; advised the client on risks in the event of bankruptcy, including foreclosure, risk of commingling / set off, taxation, and other issues; advised on "true sale" opinion of arranger's / lead manager's counsel.
• Represented the Kazakhstan Electric Grid Operating Company in financing from Merrill Lynch and ABN AMRO Bank for a planned $250 million Eurobond offering.

Communications & Technology

• Negotiated and drafted purchase and sale contracts between a Turkish telecommunications company and a U.S. telecommunications equipment manufacturer for creation of cellular telecommunications system in Kazakhstan.

Honors

Activities and Affiliations

Publications

Speeches and Events