Practice & Background

Michael A. Joyce's practice focuses on international cross-border mergers and acquisitions and international projects, with particular emphasis on the oil and gas, mining, power and infrastructure sectors. With almost 30 years of experience, Mr. Joyce has advised clients on transactions in more than 20 countries around the world, including in Asia, the Middle East, South and Central America, the United States, Canada, Europe and Africa.

Mr. Joyce has experience in advising clients on the natural gas and oil value chains, including acquisition of upstream assets and operational oil and gas field assets and businesses; negotiation of joint operating agreements, gas and oil supply arrangements, Liquefied natural gas (LNG) off-take agreements; LNG and oil project development, including gas and oil transportation and pipeline arrangements; and petroleum product supplies. Mr. Joyce also advises clients on power project acquisitions and development and on the acquisition and development of infrastructure projects, including in relation to processing and refinery facilities, pipelines, water, gas, rail and road projects. Mr. Joyce also has extensive experience advising on mining projects, including on the acquisition of mining tenements and operational mining businesses; negotiation of joint venture agreements and farm-in and farm-out agreements; and advice on operational mining issues; including land access, engagement of mining services and other contractors, mine development and off-take contracts, and rail and port agreements.

Representative Matters

Mr. Joyce’s recent engagements include advising:

M&A

  • a multinational in relation to the acquisition of major manufacturing business in Australia
  • JX Nippon Oil & Energy in relation to its acquisition of an equity interest in Petronas' train 9 LNG facility at its Bintulu LNG complex in Malaysia for more than US$400 million
  • a multinational in relation to its acquisition of an interest in the existing Balikpapan oil refinery in Indonesia and the establishment of a joint venture to substantially expand the refinery
  • A large multinational in relation to its pre-emptive rights and potential acquisition strategy with respect to the sale by Rio Tinto of its interest in the Bengalla coal mine in New South Wales, Australia
  • Hanwha Corporation on the sale of its interest in the Moolarben Coal Mine in New South Wales, Australia to Yancoal
  • a multinational in relation to its bid in conjunction with Glencore for Rio Tinto’s interest in the Coal & Allied assets in New South Wales, Australia. This involved conducting full due diligence in relation to the Coal & Allied assets and advising on the terms of the arrangement between the multinational and Glencore
  • a multinational in relation to its bid for an international conglomerate’s Australian and Indonesian coal asset portfolio
  • Toyota Tsusho on its proposed acquisition and joint venture with Scholz AG of Germany, the second largest scrap metal company in the world; the first phase involved coordinating due diligence on subsidiaries in 12 jurisdictions and considering the group restructure to facilitate the joint venture and then following the administration of the Australian subsidiary group, working on the next phase, which assisting the German office with a direct acquisition in Scholz AG in Germany; work continued in relation to the matter following a further reorganization of Toyota Tsusho interests
  • Toyota Tsusho on its acquisition valued at more than US$40 million of motor vehicle spare parts distribution businesses in Malaysia and Singapore
  • Toyota Tsusho on its bid for an airport concession in Colombia
  • Toyota Tsusho on its bid to acquire a Kenyan fertilizer business and to develop further fertilizer plants for the government of Kenya
  • JX Nippon Oil & Energy on its acquisition of an interest in a Canadian metallurgical coal joint venture in the Peace River Coalfields in Western Canada with Xstrata Coal; JX Nippon Oil & Energy (Australia) Pty Ltd, a subsidiary of JX Nippon Oil & Energy Corporation and its listed parent JX Holdings Inc., paid US$435 million in cash to acquire a 25 per cent interest in Xstrata Coal’s British Columbian metallurgical coal assets
  • ITOCHU Corporation on its arrangements for a strategic alliance with Alliance Resources Limited in relation to the Four Mile Uranium Project in South Australia
  • Mitsui on its gas pipeline procurement and supply arrangements with Inpex in relation to the Icthys LNG project
  • Linc Energy in relation to the sale of coal mining tenements in Queensland to the Adani Group of India in a deal valued at more than A$3 billion
  • ITOCHU Corporation on the sale of the balance of its participating interest in the operational Foxleigh coking coal mine to Nippon Steel for A$95 million
  • Toyota Tsusho on the acquisition of an interest in a Queensland coal seam gas field for A$95 million
  • Westside Corporation on its initial bid for the Anglo Coal coal seam gas assets in Queensland
  • Toyota Tsusho on its bid for the Tipton West coal seam gas interests of Beach Petroleum
  • ITOCHU Corporation in relation to its bid for certain coal assets owned by Felix Resources and valued at more than A$100 million
  • ITOCHU Corporation on its investment in a coal enhancement technology joint venture project in Australia
  • ITOCHU Corporation on its bid for certain Western Australian thermal coal assets valued at more than A$100 million
  • Toyota Tsusho on its bid for certain coal seam gas assets held by Sunshine Gas and in relation to a downstream LNG development prior to Sunshine’s takeover by QGC
  • ITOCHU Corporation on the sale of part of its interest in the Foxleigh Coal Mine in Queensland to Anglo Coal for A$100 million
  • Tokyo Gas on its bid for the gas distribution assets of Allgas in Queensland
  • Delta Mining on its bid for a BHP-owned Wollongong coal mine in New South Wales, Australia
  • Advised a bidder in relation to the acquisition of an interest in the Kwinana gas-fired co-generation facility in Western Australia
  • Advised Resolute Resources on the acquisition of Carpentaria Gold from Xstrata
  • Advised Sandefer Capital Partners on the acquisition of Southern Pacific Petroleum (now QERL)
  • Advised ITOCHU Corporation on the acquisition (in consortium) of Yallourn W Power Station in Victoria for A$2.45 billion and on its subsequent sale in 2001 to China Light & Power

Oil and Gas

  • two oil majors in relation to a major infrastructure joint venture in Australia
  • a multi-national company in relation to its acquisition of LNG under the terms of a long-term LNG sale and purchase agreement, for its refinery operations
  • JX Nippon Oil & Energy in relation to its acquisition of a 10 percent interest in an LNG facility in South East Asia for more than US$400 million.
  • a multinational in relation to its proposed acquisition of an interest in the existing Balikpapan oil refinery in Indonesia and the establishment of a joint venture to substantially expand the refinery
  • KOGAS in relation to its long-term LNG offtake agreement with the North West Shelf sellers
  • Essendon airport regarding the fuel supply, storage and distribution arrangements at the airport
  • Mitsui in relation to the Joint Operating Agreement arrangements proposed for the Browse LNG Project and associated regulatory risks
  • ITOCHU Corporation in relation to its participation in Petronas’ US$20 billion integrated petrochemicals projects in Johor, known as Project Rapid; ITOCHU will form joint ventures with Petronas in relation to three C2 and C3 derivatives joint ventures valued at between US$3 billion and US$5 billion
  • a multinational, on its commercial operations, acquisitions and projects globally including upstream, midstream and downstream
  • JX Nippon Oil & Gas Exploration, one of the three main operating subsidiaries of JX Holdings (the largest oil company in Japan), on its upstream investment projects and governance. JX Nippon Oil & Gas Exploration is the upstream exploration and production entity with the JX group
  • Toyota Tsusho Corporation in relation to its acquisition of an interest in one of the main upstream CSG fields that will provide gas to BG’s Gladstone LNG, the negotiation of long-term gas supply arrangements, and the renegotiation of existing JOA documentation and providing ongoing advice in relation to the joint venture
  • Caltex on gas supply arrangements for the Lytton refinery in Queensland
  • Caltex in preparations for the sale of refinery equipment that will follow the shutdown of the Kurnell refinery in 2014
  • Toyota Tsusho on its gas sales arrangements with Origin from its interest in the Bass Gas Project in Victoria
  • Toyota Tsusho in relation to aspects of its involvement in the Brass Gas LNG in Nigeria
  • Toyota Tsusho in relation to its negotiation of a Master LNG offtake agreement with the Angola LNG project
  • Mitsubishi Corporation on the oil and gas regulatory regimes and PSC arrangements in Mozambique, Tanzania and Kenya
  • JX Nippon Oil & Gas Exploration on the oil and gas regulatory regime in Myanmar
  • a multinational on a dispute relating to its purchase of Nile crude oil
  • a consortium between JX Nippon Oil & Gas Exploration and Mitsubishi Corporation on the oil and gas regulatory regime in Ghana
  • TEPCO in its role as lead negotiator for the Japanese buying consortium purchasing LNG from the Icthys LNG project under development in Western Australia
  • ITOCHU Corporation on the development of an offshore Namibian gas field and associated pipeline and distribution arrangements
  • KOGAS on its bid, in consortium with Mitsubishi, in relation to the Bahrain LNG project
  • a listed oil company in Australia in relation to its acquisition of an interest in an oil tank farm and negotiation of relevant joint venture, oil supply and capacity arrangements
  • a multinational on its master LNG off-take arrangements with Oman LNG LLC
  • a multinational on its master LNG off-take arrangements with Qatargas
  • a multinational on its long term and master LNG off take arrangements with Chevron from the Gorgon gas field in Western Australia
  • Alcan in relation to its long-term acquisition of Low Sulfur Fuel Oil for power generation to support its bauxite mine and alumina refinery in Gove in the Northern Territory in Australia
  • Delta Electricity on the construction of a gas storage and transportation pipeline to service its new 660mw, gas-fired power plant in New South Wales
  • Alcan regarding gas supply and gas pipeline developments related to the repowering of Alcan’s Gove operations from fuel oil to natural gas, and in relation to various aspects of the expansion of the Gove alumina refinery

Resources and Joint Ventures

  • SK Networks in relation to various issues associated with its coal joint ventures with Centennial Coal in New South Wales.
  • A large multinational in relation to its pre-emptive rights and potential acquisition strategy with respect to the sale by Rio Tinto of its interest in the Bengalla coal mine in New South Wales, Australia
  • JX Nippon Oil & Energy Corporation on its acquisition of 25 percent of Xstrata’s British Columbian coal assets, the negotiation of management services arrangements, coal marketing arrangements for Japan, and the structuring the coal sales and marketing arrangements and their negotiation with Glencore
  • a multinational in relation to its coal purchase and sales arrangements across Asia and Australia
  • Hanwha Corporation on the sale of its interest in the Moolarben Coal Minein New South Wales, Australia to Yancoal
  • a multinational in relation to its bid for an international conglomerate’s Australian and Indonesian coal asset portfolio.
  • a multinational in relation to its bid in conjunction with Glencore for Rio Tinto’s interest in Coal & Allied assets in New South Wales, Australia. This involved conducting full due diligence in relation to the Coal & Allied assets and advising on the terms of the arrangement between the multinational and Glencore
  • ITOCHU Corporation and JPower on both tranches of finance lease arrangements for major yellow goods and associated equipment for the Maules Creek coal project in New South Wales, Australia
  • JPower on its negotiations with Whitehaven Coal and ITOCHU Corporation regarding joint venture and priority arrangements required to permit Whitehaven to finance its debt requirements for the Maules Creek project in New South Wales, Australia
  • Macquarie Bank and Macquarie Capital on their joint venture investment in, and financing of, Transfield Services’ oil and gas drilling subsidiary, Easternwell
  • a multinational on the reorganisation of the joint venture marketing and associated arrangements for its Bulga coal venture with Xstrata and others
  • JX Nippon Mining on its arrangements with a listed mining company regarding the development of its Misima Island copper project in Papua New Guinea
  • ITOCHU Corporation on its farm-in and joint venture arrangements with a listed Australian coal company in relation to the Vickery South coal project.
  • ITOCHU Corporation on its joint venture with Xstrata regarding the Ravensworth North coal.
  • Isaac Plains Coal Management on all aspects of its coal mining operations at the Isaac Plains Coal mine in Queensland, Australia, including advising on the expansion of the mine, rail and port capacity arrangements; engagement of third-party contractors, including Tier 1 mining contractors (including with John Holland in 2010 and Leightons in 2013), joint venture arrangements, land access and overlapping tenure issues, cooperation and coordination agreements with coal seam gas owners; and environmental issues.
  • Eagle Downs Coal Management on all aspects of the development of the Eagle Downs Coal Mine, including advising on rail and port capacity arrangements, power and network access issues, joint venture arrangements, land access and overlapping tenure issues, cooperation and coordination agreements with coal seam gas owners, and environmental issues
  • Environmental Clean Technologies on coal sales and project development arrangements for its proposed Victorian brown coal enhancement and export project
  • Isaac Plains Coal Management on its arrangements to acquire from Anglo Coal and Exxaro certain rights in relation to mining tenements adjacent to its mining tenements, and on the cooperation, coordination and consent agreements necessary to facilitate the acquisition
  • ITOCHU Corporation on the reorganization of all of its coal mining joint ventures in Australia
  • Xstrata (and formerly Noranda Falconbridge) on its development of the Lady Loretta zinc/lead project in Queensland
  • Alcan on issues associated with its takeover of Pechiney, including in relation to certain bauxite leases acquired from Pechiney and subject to cancellation by the Queensland government; and on various commercial, mining and exploration issues in relation to Gove, including advising on oil supply contracts, transport contracts, services and supply contracts, and exploration programs

Infrastructure

  • Korean power utility and developer in relation to the first phase of its project to develop a gas-fired power project in the Middle East
  • ITOCHU Corporation in relation to its bid, in consortium, for the High Capacity Metro Trains Project in Victoria
  • CS Energy on the winding up of its Callide Oxyfuel demonstration project joint venture and dealing with associated intellectual property rights post-winding up
  • ITOCHU Corporation on its bid (in consortium) in relation to the Sydney Light Rail project
  • ITOCHU Corporation on its successful investment (in consortium) for the supply of commuter rolling stock to the Queensland government (NGRS Project)
  • ITOCHU Corporation on its bid (in consortium) for the North West Rail Project in New South Wales
  • ITOCHU Corporation on its participation in the consortium bidding for the Gold Coast Light Rail Project in Queensland and on its participation in the design and construct consortium subcontracting to the bid vehicle
  • ITOCHU Corporation on its involvement in the Aquasure Consortium’s successful bid for the design, construction, financing and operation of the A$3.5 billion Victorian public private partnership desalination project
  • Queensland Gas Company in relation to a proposed new gas-fired power plant in New South Wales prior to its takeover by British Gas
  • a consortium in relation to the Surat Basin rail line to Gladstone
  • BOC Gases (a member of the Linde Group) on its development of an industrial gases plant adjacent to a Victorian paper mill
  • CS Energy in relation to its joint venture, structuring and operations and construction arrangements for its Callide Oxy-Fuel clean coal technology project; this included leading the negotiations in relation to eight party joint venture arrangements, negotiating relevant grant agreements and designing the structure to quarantine technology risk
  • Stanwell Energy in relation to its development of the Baynton 180MW wind-farm development in Victoria
  • Transfield Services on its proposed development of two gas-fired power stations in Queensland
  • the Department of Energy in Queensland (DOE) on the implementation of Full Retail Competition in 2006, drafted amendments to the transmission provisions of the National Electricity Rules for the DOE in 2005, and drafted amendments to the Gas Retail Market Industry Code in Queensland for DOE to allow retail competition in the above 1 terajoule market
  • Callide Power Management on the construction of a water pipeline to assist in reducing evaporation losses associated with the supply of water to the Collide C Power plant
  • ITOCHU Corporation on its proposed development of the Botany cogeneration project
  • the construction of Collie Power Station in Western Australia (1993-98), on bids to construct the Tarong North, Swanbank E and Pelican Point Power stations (1997-2000)