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Inosi M. Nyatta

Partner, New York

Capital Markets, Leveraged Finance & Lending

Sullivan & Cromwell partner Inosi Nyatta spent the past decade working in both New York and London. She talks about her international background, emerging markets, project finance and leveraged finance, and what it’s like to be temporarily stranded on an airstrip in the outback of Australia.

You were born and raised in Kenya—to what extent did this background lead you to become interested in international legal practice?
Growing up in an emerging market cultivated my interest in international affairs very early—global economic and political factors played a key role in the development of Kenya during my years there. Traditionally, this was primarily driven by donor aid and nongovernmental organizations. However, during my time at law school, particularly in the United States, I became increasingly interested in the role that private capital could play in development. I already knew that I wanted to focus my career on the development of emerging markets, so this interest led me to look for a law firm involved in a wide range of international transactions, which is exactly what I found here at S&C.

What does international legal practice mean at S&C?
S&C has a tradition of being involved in significant and groundbreaking international transactions—right back to William Cromwell’s involvement in developing the Panama Canal. I’ve been fortunate to help the Firm carry on this tradition. I have worked on acquisition and financing transactions in Latin America; natural resource financings in Canada, Africa and Australia; and a range of capital markets offerings involving the U.S. capital markets. These transactions have included not only clients or counterparties from different jurisdictions, they have required understanding and reconciling a cross-section of legal, economic and political drivers and objectives—and sometimes refereeing arguments about whether the world’s best soccer players are Brazilian or Argentine.

These transactions have a tangible positive impact on the businesses and countries involved, such as the $800 million financing of the Kusile power project in South Africa between our client, Eskom, the South African state-owned electricity utility, and the Export-Import Bank of the United States. The Kusile project is a key component of the plan to meet growing electricity requirements in sub-Saharan Africa.

My work is fascinating because I need to understand not just the law involved, but other factors that may influence decision-makers—whether it’s a different cultural perspective, language, political landscape, commercial objective or a legal background. It’s my job to bridge those gaps.

How has working in London affected your practice?
London provided a great way to work in Europe and Africa, which were more accessible from a time zone and travel perspective from there than from New York. Working in London also helped reinforce my understanding of the fundamentals of New York and U.S. law in many respects because I had to explain those legal concepts to clients
and lawyers from other jurisdictions on numerous occasions.

Could you speak a bit more about what you do in the Corporate Finance Group here at S&C?
My current focus within the Corporate Finance Group is on leveraged finance and project finance. On the leveraged finance side, my work has involved corporate fund raisings from the bank market, as well as capital markets. My work on the project finance side involves working on the development and financing of a number of projects
in a variety of sectors, including oil and gas, power and mining.

What’s an example of an interesting matter you have worked on?
Financing documentation for an $8.5 billion financing for Australia Pacific LNG was signed. I started working on this transaction just after I got back from maternity leave in January 2010, so I joke that it’s like my child because it’s grown with him! Because of its size, the financing came from multiple sources: the Export-Import Bank of the United States, the Export-Import Bank of China and commercial banks. We represented the borrower, a joint venture by Origin, an Australian oil and gas company, ConocoPhillips and SINOPEC, a Chinese state-owned oil and gas company. Each side had different objectives that needed to be reconciled—it was challenging, but ultimately that challenge is part of why it was so satisfying to finally get it signed.

The Australia Pacific LNG (liquefied natural gas) project is the first financed unconventional natural gas project in the world, and is one of the many transactions involving the flow of natural resources to support growth in Asia. This transaction was particularly novel because the natural gas involved is “unconventional,” which means, in our case, that the gas is embedded in coal seams and released through drilling up to 10,000 wells over vast areas of inland gas fields over the course of the project. The gas from the inland gas fields was then transported to a plant on the coast of Queensland, Australia, turned into LNG, and shipped to China and Japan. This APLNG transaction was categorized as a “standout” in the FT U.S. Innovative Lawyers 2012 Survey.

Were you able to visit any of the gas fields?
Yes! We went to Australia and flew over the natural gas field in Queensland. Of course, the plane ran out of gas right over the gas field. We had to land in Roma, a remote town in the outback, to fill up the tank. It was a very interesting sight—a group of lawyers, financial advisers, lenders’ representatives and consultants waiting around a really small air strip in the outback.

We also visited the site for the LNG plant—and there was absolutely nothing there. Our client subsequently sent us pictures as development progressed and it was a great feeling to have contributed to the tangible development that was going up.

Project Development and Finance is a growing practice group that holds a lot of appeal for young associates—what advice would you give to a first-year associate who’s looking to get more involved in that area?
They should attend the practice group luncheons because that’s a great way to hear a lot about ongoing projects. Express interest—tell partners and senior associates that you’re interested in working on project financing transactions. Read everything—find out what’s happening in the natural resources sector or a region in which you’re interested. Another thing to keep in mind is that gaining experience in other practice areas is also useful for project financing, such as becoming familiar with financing transactions generally and with corporate governance, joint venture arrangements and commercial contracts—you can gain lots of relevant experience even if you are not specifically working on a project financing.

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