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 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 U.S. 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 trades receivables financings.

Representative Matters

Oil, Gas and LNG

• 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.
• 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.
• Member of Chadbourne 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 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.

Renewable Energy 

• 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 U.S. holding company, Rule 144A and Regulation S debt offerings, a $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: 
  • Amatitlan. Representation of Ormat in connection with the $42 million senior debt financing of the 20 MW Amatitlan geothermal power project in Guatemala.
  • 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 $105 million financing was concluded with a syndicate of European International Development Finance Institutions including DEG, KfW, FM O, PROPARCO, and Emerging Africa Infrastructure Fund. The project is the first privately owned geothermal project in Africa.
  • 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.
  • OrCal. 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 $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.

Transportation Infrastructure

• 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: