Full Description
The downturn in the oil commodity price starting in 2014 had a chilling effect on oil and gas M&A. However, recent price stabilisation has improved the outlook for M&A activity, making a second edition of this book most timely.
A feature of the M&A industry has always been its variety of participants, ranging from integrated energy conglomerates to entrepreneurial frontier explorers. New entrants include state-owned oil companies, financial investors, diversifying service contractors and oil traders. With the growth of specialist stock markets, junior and independent oil companies are better able to raise acquisition finance than ever before, and companies specialising in end-of-life reservoirs are filling the spaces left as oil majors go in search of new opportunities.
Transaction types are also diverse and are completed using a variety of different deal structures. As well as providing chapters on each type of acquisition method, this book also includes an analysis of the underlying structuring decisions.
In addition, this practical guide covers a number of ancillary areas, including valuations, financing, tax and accounting. Decommissioning liability is also considered in an M&A context. A number of new chapters are also featured, covering topics such as competition law, environmental law and dealing with material adverse changes.
This comprehensive new edition will prove an essential resource to anyone involved in the upstream industry M&A process including lawyers, bankers, financiers, business executives, accountants and tax advisers.
Contents
Introduction 5
Paul Bannister
Mark W Llamas
GMP FirstEnergy
Valuation 11
Christopher R K Moore
Moyes & Co, Inc
Structuring the transaction 31
Jubilee Easo
Eversheds Sutherland
Joanna Kay
Orrick, Herrington & Sutcliffe (UK) LLP
Private equity investment in the oil and gas industry 45
Maarten Overmars
Simon Tysoe
David Ziyambi
Latham & Watkins
Share purchase agreements 61
Alexander Reid
HFW
Asset sale and purchase agreements 79
John C LaMaster
Akin Gump Strauss Hauer & Feld LLP
Public takeovers 109
Mary Bartle
David Lewis
Clifford Chance LLP
Financing oil and gas M&A transactions 127
Robert Aulsebrook
Akin Gump Strauss Hauer & Feld LLP
Anti-corruption initiatives in upstream oil and gas 147
Tamer A Soliman
Mayer Brown
Disputes in oil and gas M&A transactions 169
Mark Beeley
Orrick, Herrington & Sutcliffe (UK) LLP
Financial and tax due diligence 179
Chris Searle
BDO LLP
Due diligence and warranties 191
Marc Hammerson
Caroline-Lucy Moran
Akin Gump Strauss Hauer & Feld LLP
Dealing with material adverse changes in upstream acquisitions and divestitures 215
John C LaMaster
Akin Gump Strauss Hauer & Feld LLP
Environmental considerations in oil and gas M&A 227
Julie Vaughan
Herbert Smith Freehills
Decommissioning in an M&A context 243
Paula Kidd
Norman Wisely
CMS Cameron McKenna Nabarro Olswang LLP
Competition law issues in oil and gas M&A 259
Paul Culliford
Andrew Hockley
Bryan Cave Leighton Paisner LLP
About the authors 279
Index 285
