Gornitzky & Co.

Energy & Natural Resources, Infrastructure & Project Finance.

Partner

Jack Smith is a partner at Gornitzky & Co. and leads the Energy & Natural Resources team and the Infrastructure & Project Finance team.

Jack also specializes in commercial, corporate, mergers and acquisitions, project finance and international business transactions.

Jack was born and raised in New York, where he graduated from Yeshiva University prior to making “Aliyah” to Israel in 1981. After arriving in Israel, Jack completed Bar Ilan Law School in 1984.

Jack has represented the firm’s clients in the following matters:

Oil and Gas Exploration

* Representation of Edison International SpA in their offshore activities in Israel; *Representation of Woodside Petroleum in the acquisition of a 30% interest in the Leviathan field for up to USD 2.25 billion; * Representation of client in EPC contract for FPSO. * Representation of client in negotiation of “Leviathan” offshore gas lease. * Representation of client in acquiring oil and gas leases in Louisiana and Gulf of Mexico and exception of Operating Agreements in connection therewith. * Representation of client in acquiring oil and gas license and Canada and execution of JOA in connection therewith. * Representation of international and Israeli companies regarding acquisition of interests in oil fields and offshore gas fields in Israel; * Representation of Israeli offshore gas field developer in negotiation of JOA with an international operator; * Representation of offshore contractor in construction of marine gas pipeline.

Natural Gas / Fuel Supply

* Representation in 2017 of consortium of comprised of Oil Refineries Ltd., Israel Chemicals Ltd. and OPC Energy Ltd. (owner of two IPPs), in a transaction for acquisition of natural gas valued in excess of USD 5 billion on long term take or pay contracts with Energean Ltd.,the holder of the “Alon” offshores leases, which was Israel’s largest private sector gas transaction to date; * Representation in 2018 of Israel Chemicals Ltd. in bridge supply agreements with the “Tamar” and “Leviathan” reservoirs. * Representation in 2018 of Palestinian IPP in acquiring gas for a 400MW CCGT being developed in Jenin. * Representation in 2012 of consortium of companies of the Israel Corporation Group owning chemical plants, refineries and IPPs in a transaction for acquisition of natural gas valued in excess of USD 5 billion, from the “Tamar” Group; * Representation of gas marketing company in its GSPA with upstream supplier and in its downstream gas sales agreement. * Representation of major gas buyer in short term bridge supply agreement with advance payments for future reservoir development; * Representation of Paz Petroleum, Israel’s largest oil marketing company, in substantial fuel supply agreement with the Palestinian Authority; * Representation of winning bidder in tender for gas distribution/low pressure license in central Israel; * Representation of largest customers of distribution/low pressure network in connection with distribution and supply agreements; Power Generation

Extensive experience regarding IPP’s, including negotiating power purchase agreements with local utility and EPC, LTM, O&M contracts and gas supply contracts in connection therewith; Representation of two 400MW IPPs; Representation of 4 co-generation plants. Representation of developers of two major IPPs (630MW CCGT and 400MW peaking plant) Regulatory

* Ongoing representation of major IPPs in regulatory disputes and hearings regarding; grid connection, grid capacity, regulation of unconventional power sales, back-up fuel requirements, grid support and pricing in cases of gas interruption. * Representation of major industrial gas consumers before Knesset Committee regarding enactment of Natural Gas Sector law; * Representation of IPP’s in developing regulatory framework for private power sales in Israel; * Representation of IPP’s in developing regulatory framework for solar power project development in Israel; * Representation of consortium of major gas buyers in antitrust hearings regarding interruptible contracts; * Representation of the largest consumers of distribution network in agreeing to terms in standard distribution agreement and modifying regulations; * Representation of major IPP in contesting regulatory decision to impose system charges; * Advising major gas buyers and major international upstream investor regarding consent order decree relating to the Israel upstream market; * Advising clients regarding establishment of new regulatory framework for Israeli upstream market; * Representation of IPP in regulatory settlement regarding tariff payments due to utility. * Representation of IPP in transaction for export of electricity to Jordan. Private Electricity Sales

* Extensive experience in private electricity transactions, including representation of IPPs in sales to major industrial consumers; * Representation of major desalination plant in electricity supply contract; * Representation of buyers owning multi-site facilities in acquisition of electricity from IPPs; * Representation of IPP in long term power and steam supply from a co-generation plant. * Representation of IPPs in numerous Capacity and Energy PPAs with Israel Electric Corporation. Financing

* Representation of IPM Ltd. In NIS 2.3 billion project finance loan for a 440MW CCGT * Representation of OPC Rotem Ltd. in USD 320 million project finance loan, for a 440MW gas fired IPP; * Representation of Arava Power in USD 30 million project finance loan for 5MW photovoltaic field; * Representation of owner of IPP in a USD100 million equity refinancing.

M&A

* Representation of Israel Corporation in acquisition of a portfolio of power generation in Latin America for close to $600mm; * Representation of client acquiring a stake in refining monopoly in Turkey; * Representation of buyer in acquisition of control of 400MW IPP; * Representation of seller in sale of control of 400MW IPP; * Representation of seller in private placement of minority stake in IPP to private equity fund; * Representation of IC Power in acquisition of 120MW co-generation plant. * Representation of IC Power in acquisition of 400MW Peaker plant. EPC/ LTSA

* Representation of two IPPs for EPC and LTSA Contracts for 440MW CCGTs. * Representation of two Cogen Developers in EPC and LTSA contracts. * Representation of IPP in EPC Contract for 400MW of cycle peaker plant. * Representation of Cogen developer in restructuring EPC contract following financial difficulties of EPC Contractor. Dispute Resolution

* Representation of IPP in claim against turbine supplier regarding defect discovered during acceptance tests; * Representation of Cogen developer in damages claim against EPC contractor. * Representation of an ORRI holder in a multi-million dollar dispute in interpretation of Royalty Deed; * Representation of consortium of gas buyers in negotiations for termination of multi-billion dollar GSPA; * Representation of Israel Chemicals and Oil Refineries Ltd. in settling force majeure/shortfall claims under GSPAs; * Representation of IPP in LCIA Arbitration GSPA price indexation dispute. Solar Power

* Representation of IPP in an EPC Contract for a 440MW CCGT and Long Term LTSA. * Representation of major photovoltaic solar power developers in Israel; * Representation of bidders in 200MW Solar Thermal Tender published by the State of Israel; * Representation of developers of solar thermal fields based upon feed in tariff. * Representation of infrastructure fund in acquisition of solar projects in Italy. Wind

* Representation of developer in M&A of wind projects in Poland.

English and Hebrew.

Israel Bar Association, 1986

LL.B., Bar-Ilan University (1984); B.A, summa cum laude, Yeshiva University (1981).