"a most skillful lawyer, who has great knowledge of contractual issues arising from the E&P sector."Chambers Latin America, ed. 2019
Alexandre Calmon is a partner of Tauil & Chequer Advogados in association with Mayer Brown based at the Rio de Janeiro office. In 2018, Alexandre was referred by Who’s Who Legal, one of the leading directories on the global legal market and edited by Law Business Research, the same editor of Latin Lawyer Magazine, as a star in oil and gas at the firm.
Alexandre focuses his practice on regulatory and transactional work involving high-end transactions for clients in the natural resources area. Further to his regulatory, contracts and general business practice, Alexandre has significant M&A experience and over the past 19 years has been advising clients in the areas O&G and natural resources in sophisticated and multimillion dollar transactions. Alexandre has extensive experience in onshore and offshore oil and gas concession contracts, production sharing agreements, JOAs, farm-in and farm-out operations, JBAs, marketing agreements, as well as midstream O&G related projects, including gas transportation and gas sale agreements. Major deals that Alexandre handled include acquisitions of oil and gas exploration and production assets, including some of the largest deals that have taken place in Brazil: the cross border swap of hydrocarbon assets in Brazil and Argentina, the regulatory framework of the largest ethanol pipeline in the world and innumerous acquisitions of mining projects of various sizes and types (i.e. gold, iron ore, manganese, rare earths, potash and diamonds).
Alexandre is also actively committed to legal education and corporate training. For many years Alexandre has been involved with the prestigious Houston-based AIPN. Currently Alexandre is a member of the AIPN model contract committee Farmout Agreement - Revision of 2004. He is also involved with the Rocky Mountain Mineral Law Foundation – RMMLF. In 2015, Alexandre co-chaired the O&G program of the RMMLF Special Institute on International Mining and Oil and Gas Law held in Colombia and, in 2017, sat at the O&G program committee of the RMMLF Special Institute on International Mining and Oil and Gas Law held in Ecuador. In 2019, Alexandre was co-chair of the host committee of the RMMLF Special Institute on International Mining and Oil and Gas Law to be held in Rio de Janeiro. Alexandre is currently the chair of the legal committee of the Norwegian Brazilian Chamber of Commerce – NBCC.
Alexandre has represented numerous O&G, mining and infrastructure clients on a wide range of projects and transactions. His most distinguished engagements include:
M&A Transactions and Projects
- Represented Chevron in the US$ 450 million sale of its 51.74% operating stake of the Frade field in the Campos basin block in offshore Brazil waters to PetroRio, a Brazilian independent oil and gas company.
- Represented Chevron in the US$25 million sale of its 30% non-operating stake of the Maromba field in the Campos basin block in offshore Brazil waters to Oslo-listed FPSO operator BW Offshore, who was debuting in E&P activities in the Americas.
- Represented BW LNG on Brazilian law in the negotiations of a 22-year LNG FSRU Operation and Services Agreement and Bareboat Charter for a LNG Floating Storage and Regasification Vessel with GNA S.A., a joint venture company formed by Prumo Logística, British Petroleum and Siemens to construct and operate three GW LNG to power project to be formed of at least two thermoelectric power plants to be built at Porto do Açu, a port located north of the City of Rio de Janeiro until. These are over US$1Billion contracts.
- Represented Wintershall in connection with the 14th Concession Bid Round held in April 2018 in Brazil where it was awarded seven exploration licenses from Brazil's National Petroleum Agency (ANP).
- Represented a major international E&P company in the gas-related negotiations and contracts with Petrobras in connection with the acquisition of one of the largest offshore production pre-salt fields.
- Represented QGEP in two separate farm-out agreements, one with ExxonMobil and one with Murphy Oil for SEAL-M-351 and SEAL-M-428 blocks located in ultra-deep waters in the Sergipe-Alagoas Basin, 80–100km off the coast of Brazil and encompassing a total area of 1,512 km.²
- Represented ONGC Videsh in the preemption and purchase from Petrobras of an additional 12 percent interest in BC-10 block, an offshore production field in the Campos Basin (Brazil), simultaneously with the purchase by Shell Brasil of a 22 percent interest in BC-10 block, including the acquisition of a 12 percent interest, valued at USD 1.63 billion, in a Dutch holding company owning material assets for the operation of BC-10 block.
- Represented Maersk Oil in the purchase of SK Brasil from SK Energy, one of the largest M&A deals ever in the Brazilian O&G industry. The acquisition comprised three offshore blocks in Brazil: BM-C-008, which included the Polvo Field (40-percent share, BP operated); BM-C-030, which included the Wahoo discovery (20-percent share, Anadarko operated); and BM-C-032, which included the Itaipu discovery (27-percent share, BP operated), totaling USD 2.4 billion.
- Represented an O&G E&P company in the farm-out of up to 15-percent interest in certain offshore blocks in the Santos Basin (Brasil).
- Represented an O&G E&P company in the farm-out to Petrobras of a 20-percent interest in part of one offshore block in the Sergipe-Alagoas Basin (Brasil).
- Represented ONGC Videsh in the farm-in from Petrobras of interest in three offshore concessions in Brazil, undertaking a financial commitment of over USD 92 million and negotiating the JOAs with partners.
- Represented Brasoil in the farm-in of one onshore and three offshore E&P O&G assets held by Queiroz Galvão Petróleo in Brasil. Brasoil acquired a 50-percent interest in BT-REC-8 (Recôncavo Basin), a 15-percent interest in the Coral oil field (Santos Basin), a 15-percent in Cavalo Marinho oil field (Santos Basin) and a 10-percent interest in the BCAM-40 Block (Camamu Basin), in a transaction valued at USD180 million.
- Represented ONGC Videsh In the farm-in of a 15-percent interest in BC-10 block, an offshore production field in the Campos Basin (Brazil), including the acquisition of a 15-percent interest in a Dutch holding company owning material assets for the operation of BC-10 block, totaling USD165 milllion.
- Represented Petrobras in connection with the swap of O&G upstream and downstream assets located in Brazil and Argentina between Petrobras and Repsol YPF, whereby Petrobras transferred YPF upstream, midstream and downstream assets in Brazil in exchange for the control of the Baia Blanca Refinery and 99.6 percent of the total shares of EG3 S.A., a leading downstream company in Argentina, in a transaction valued at USD 1 billion.
- Assisted a local service provider in carrying out contractual and risk analysis in connection with two tenders called by Petrobras to charter and operate the FPSO units for the Libra (main offshore field in the pre-salt) and Sépia fields.
- Represented Gávea Investimentos (one of the largest Brazilian private equity and hedge funds) in the purchase of a strategic equity investment in Odebrecht Óleo e Gás – OOG (one of the largest services providers for the offshore oil industry in Brazil at the time), advising the client in the due diligence, tax and corporate restructuring in connection with said investment and in the negotiations and execution of a consolidated shareholders agreement with the existing controlling shareholders of OOG (Construtora Norberto Odebrecht and Temasek Holdings Inc.).
- Represented Aker Solutions Group in the purchase of 70 percent of the shares of CSE Mecânica e Instrumentação with an option to acquire the outstanding 30-percent shares within a certain period of time from the three founding principals of CSE, a leading company in the MMO (maintenance, modifications and operations) for O&G activities in the Brazilian market, with contracts of more than USD 250 million.
- Represented Acteon Group Ltd. in the purchase of 80 percent of the shares of Fluke Engenharia from the three founding principals of Fluke, a leading Brazilian mooring and anchoring equipment manufacturer.
- Represented Cancana Resources in the acquisition of 100 percent of the shares of Rio Madeira Mineração, a manganese producing mine operation that produces lump ore of varying sizes, holding title to 24 mineral claims that constitute approximately 72,500 hectares in the northern region of Brazil (Rondônia).
- Represented B&A Mineração in the purchase of all of the issued and outstanding common shares of Rio Verde Minerals Development, a company listed at the TSX Venture Exchange, and all its mining assets in Brazil.
- Represented Kinross Gold Corporation in the sale of a 50-percent stake held in Mineração Serra Grande, a large producing gold mine operation in Brazil, to Anglo Gold Ashanti Plc through the transfer of 50 percent of the shares of TVX Cayman Amalco.
- Represented MMX in negotiating and drafting a 30-year lease from Usiminas to MMX to explore and exploit iron ore from the Pau de Vinho mine in Minas Gerais (Brazil).
- Represented Mangellan Minerals in certain Brazilian legal aspects of the sale to Anfield Nickel of 100 percent of the issued and outstanding common shares of Magellan traded in the TSX Venture Exchange.
- Represented Kinross Gold Corporation in the sale of 100 percent of the shares of Mineração Chega Tudo, holder of various licenses for gold exploration in the northern region of Brazil, to Companhia Nacional de Mineração.
- Represented Chapleau Resources, a gold exploration company with projects in the northern region of Brazil, in its merger with Magellan Minerals to form a combined gold exploration and development company focused on the mineral potential of northern Brazil.
- Represented RUSAL, one of the largest aluminum companies in the world, in the acquisition of bauxite assets in Guyana on a privatization process sponsored by the Guyanese government.
- Represented a major Asian NOC in connection with negotiations involving the 1st Pre-Salt Round in Brazil.
- Represented Logum S.A. (formerly, PMCC S.A.) in (i) structuring and discussing changes to the regulatory model for the world’s first ethanol pipeline and (ii) drafting and negotiating a strategic alliance agreement for construction of said ethanol pipeline.
- Represented ONGC in the negotiation of a Unitization Agreement between the BC-10 Consortium and PPSA (a state-owned company for the pre-salt exploitation ), representative of the Brazilian government , for the unification of a O&G deposit that is partly located in the BC-10 block and partly located in a pre-salt open acreage area.
- Represented an O&G E&P company in the negotiations and drafting of gas supply agreements and gas flowing agreements with Petrobras, which are required for the finance and development of underwater facilities (including a pipeline) to transport inland the natural gas output of certain offshore production fields in the Campos Basin (Brazil).
- Represented ABESPETRO (the association representing O&G service providers in Brazil) before the Brazilian Supreme Court as an interested party (amicus curiae) in a dispute involving ANP (the Brazilian regulator), the Brazilian Ministry of Mines and Energy, Petrobras and IBP (the association representing O&G E&P companies in Brazil) in connection with the review of the method for calculating royalties for O&G production in Brazil.
- Represented a Brazilian independent oil and gas E&P company in connection with regulatory issues related to the acquisition of another Brazilian independent oil and gas E&P, a case in which, for the first time, ANP accepted the return of performance guarantees from qualified operators.
- Represented private equity investment firms in potential acquisitions involving regulatory requirements for change to control under Brazilian concession contracts.
- Represented several national companies, IOCs and NOCs in connection with the qualification and bidding for exploratory blocks in ANP bid rounds (pre-salt, onshore and offshore areas).
NBCC New Reality for the Gas Value Chain in Brazil, Rio de Janeiro, Brazil
International Bar Association O&G Committee, IBA Annual Conference, Washington DC, USA
AIPN Model Contracts Workshop, Banf, Canada
Fundação Getúlio Vargas (FGV/RJ), Extension Course in Corporate Law and Capital Markets
The George Washington University, Extension Course in the US Legal System
Universidade Candido Mendes, Bachelor of Law (JD equivalent)
- Associação Internacional dos Negociadores de Petróleo (AIPN)
- Rocky Mountain Mineral Foundation (RMMLF)
- Prospectors and Developers Association of Canada (PDAC)
- International Bar Association (IBA) - SEERIL
- Brazilian Institute of Corporate Law (IBRADEMP)
- Norwegian Brazilian Chamber of Commerce (NBCC)
- Professor of Commercial/Corporate Law, Escola de Direito da Universidade Santa Úrsula, Rio de Janeiro, Brazil (2004 – 2006)
- Assistant Professor of Corporate Law, Escola de Direito da Universidade Santa Úrsula, Rio de Janeiro, Brazil (2002 – 2004)
- Chambers Global – Energy & Natural Resources: Oil & Gas, 2011 to 2018
- Chambers Latin America – Energy & Natural Resources: Oil & Gas, 2009 to 2018
- Who's Who Legal Brazil – Energy, 2009 to 2018
- Who's Who Legal Brazil – Mining, 2009 to 2017
- Legal 500 Latin America – Energy and Natural Resources: Oil & Gas, 2013 to 2018
- The International Who’s Who of Mining Lawyers – 2010 to 2018
- Análise Advocacia 500 – 2016, 2017 (Band 1 in O&G)