our global oil & gas m&a practice
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www.allenovery.com
Our global Oil & Gas M&A practice
© Allen & Overy LLP 2014
A leading global Oil & Gas practice
The A&O global Energy group comprises over 80 partners and 185 associates across our network of 46 offices. We have an extensive practice in the oil and gas sector and work in partnership with the world’s leading energy companies, delivering real value to our clients.
In order to achieve your business objectives, you require legal advisers who have a deep understanding of your business and the oil and gas industry, can match your local and international needs and share your commitment to efficiency and high-quality performance. Our depth of market knowledge, range of experience and unique global footprint enable us to offer market-leading, seamless legal support.
“They’re very good. Commercial, responsive, always up to date with the latest trends and they have an excellent understanding of the whole oil and gas chain.” Chambers UK 2014 (Energy & Natural Resources)
“They have sheer quality and volume – they’ve got strength and diversity.” Chambers Global 2014 (Projects & Energy)
Our global Oil & Gas M&A practice2
www.allenovery.com
What we offer
Unique global footprint5,150 staff including 526 partners in 46 major centres worldwide. The only firm to offer integrated international advice in Australia and Indonesia.
Extensive M&A experienceSince 2010 we have advised on more than 1,100 M&A deals globally worth over GBP557bn (Mergermarket). Our track record, expertise and local knowledge of the energy market enable us to deliver cost-effective, seamless, high-quality legal advice.
Seamless cross-practice and jurisdictional adviceThe combination of our culture of global teamwork, uniform approaches and innovative use of technology ensures that cross-border deals and global relationships are managed seamlessly and efficiently.
A market-leading Oil & Gas practiceWe have extensive experience throughout the oil and gas value chain, having advised on every type of transaction in numerous jurisdictions for a wide variety of clients. Our experience of advising on complex, cross-border oil and gas M&A transactions, together with our market knowledge and insights, enables us to deliver cost-effective, high quality service.
Our peopleOur world-class team provides a unique blend of experience, talent and energy and a working style that is open, constructive and informal – the ‘can do’ attitude. Client service is at the heart of our approach, and we have been praised for the accessibility of our partners and the strength of our senior associates.
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A global Oil & Gas team at your disposal
Matthias VossTel +81 3 6438 [email protected]
Daniel GintingTel +62 21 2995 [email protected]
Geoff SimpsonTel +61 8 6315 [email protected]
Angus JonesTel +61 8 6315 5940 [email protected]
Chris MooreTel +65 6671 [email protected]
Brian ZhuTel +852 2974 [email protected]
Paul GriffinTel +44 20 3088 [email protected]
Jeremy ParrTel +44 20 3088 [email protected]
Dominic MorrisTel +44 20 3088 [email protected]
John GeraghtyTel +44 20 3088 [email protected]
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4 Indonesia
3 Japan
5 Singapore
1 UK
6 Australia
Our global Oil & Gas M&A practice4
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Judith Kim Tel +971 4 426 [email protected]
Duncan MacnabTel +971 4 426 7104 [email protected]
Tim ScalesTel +33 1 40 06 53 [email protected]
Hans Schoneweg Tel +49 40 82 221 2113 [email protected]
Pablo MayorTel +34 91 782 98 00 [email protected]
Alexandre AncelTel +33 1 40 06 53 [email protected]
Eric ShubeTel +1 212 610 6366 [email protected]
Jane TownsendTel +420 222 107 [email protected]
Bruno SoaresTel +1 212 756 1188 [email protected]
Anton Konnov Tel +7 495 725 [email protected]
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M Russia
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K France N CEEL Brazil
Paolo GhiglioneTel +39 02 2904 [email protected]
J Italy
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© Allen & Overy LLP 2014
EuropeBORD GÁIS ÉIREANN
On the EUR1.1bn privatisation of its energy division, through its sale to a consortium comprising Centrica, Brookfield Renewable Energy Partners and iCON Infrastructure.
GDF SUEZ
On the disposal of 50% of its stake in Futures Energies Investissement Holding (FEIH) to Credit Agricole Assurances, through its subsidiary Predica for EUR400m.
DANA PETROLEUM
On the defence to the GBP1.9bn hostile takeover bid made by KNOC.
ROSNEFT
On its agreement with Petróleos de Venezuela S.A. (PdVSA) to acquire PdVSA’s 50% stake in Ruhr Oel GmbH for USD1.6bn.
MAERSK
On its acquisition of Kerr-McGee’s UK oil and gas assets for USD2.95bn.
MITSUBISHI
On its acquisition of a stake in the Dunlin cluster in the North Sea from Shell, Esso, OMV and Statoil.
CENTRICA
On its agreement with Bow Valley Energy to acquire its 66.67% equity in the UK segment of the Peik field for USD30m.
EMIRATES NATIONAL OIL COMPANY
On its GBP1.2bn recommended cash offer for Dragon Oil by way of a scheme of arrangement.
BG GROUP
On the sale of its 50% stake in Premier Transmission, the operator of the Scotland-Northern Ireland gas pipeline, for GBP85m.
REPSOL YPF
On the negotiation of an LNG storage and re-gasification services agreement with Excelerate Energy.
DANA PETROLEUM
On its agreement to acquire Bow Valley Energy for CAD219m.
DELEK BENELUX
On the USD516m acquisition of the Benelux fuels marketing business of Chevron.
LIONGAS LNG TERMINAL
Advising 4Gas on its proposed LionGas LNG terminal project to be located at Rotterdam’s Europort.
PETROPLUS
On the Dragon LNG joint venture with BG Group and Petronas.
SHELL
On the USD300m sale of its downstream businesses in Greece to Motor Oil (Hellas) Corinth Refineries S.A.
EXXONMOBIL
On the formation and dissolution of a downstream fuels and lubricants joint venture with BP in 25 European countries.
MURPHY PETROLEUM
On its USD400m acquisition of the Milford Haven refinery from Total.
SHELL
On the GBP4.4bn disposal of its interest in polyolefins division Basell to Access Industries; and on a refinery swap with Total.
PETROPLUS
On the USD1.4bn acquisition of BP’s Coryton Refinery.
SLOVINTEGRA AND SLOVBENA
On the sale of their remaining shares in Slovnaft a.s., a major Slovak oil company, to MOL Rt., Hungary’s largest oil and gas company.
DANA PETROLEUM
On its EUR328m acquisition of Petro Canada Netherlands BV (including its entire portfolio of Dutch North Sea upstream and gas storage assets) from Petro Canada (International) Holdings B.V.
SCHLUMBERGER
On its USD650m acquisition of PetroAlliance Services Company, a leading independent provider of oilfield services.
Our global Oil & Gas M&A practice6
www.allenovery.com
TRANS-BALKAN PIPELINE COMPANY
On the establishment of a joint venture with the Russian and Bulgarian shareholders for the construction of the Burgas-Alexandroupolis cross-border pipeline.
SHELL
On its agreement with Rontec Investments to acquire the UK Marketing assets of Total for GBP350m.
SCHLUMBERGER
On the sale of Schlumberger's drilling business to Eurasia Drilling Company and the purchase by Schlumberger of Eurasia Drilling Company's oilfield services business.
EXXONMOBIL
On a highly strategic multi-billion dollar joint venture with Rosneft regarding the joint exploration and development of hydrocarbon resources in the Arctic and the Black Sea. The total deal value is USD3.2bn.
MURPHY OIL CORPORATION
On the sale by its UK subsidiary Murco Petroleum Limited of its 450-site network of ‘Murco’ branded fuel retail stations to Motor Fuel Group, and on the sale of the Milford Haven oil refinery and associated terminals and logistics assets to Klesch Refining Limited, part of the Klesch group.
EWE
Germany’s fourth largest utility provider, on the sale of its interest in the A6/B4 field, Germany’s largest off-shore gas field, together with EWE’s interests in the A6-F3 gas and condensate pipeline systems in the German and the Netherlands sections of the North Sea.
ENI
On the sale of its wholly owned affiliates in the Czech Republic, Slovakia and Romania, including the sale of Eni’s stake in Czech Republic’s sole refinery, Česká rafinérská, to Hungarian oil and gas group, MOL.
HESS
On the sale of a stake in ACG, the Azerbaijan based oil and gas field and Baku Tbilisi Ceyhan Pipeline to India-based ONGC Videsh.
HESS
On the sale of its interest in the Beryl area field and Scottish Area Gas Evacuation System to Shell for USD525m.
SCHLUMBERGER
On the formation of a new joint venture between Schlumberger, Geotech and Integra. The total deal value is USD600m.
SCHLUMBERGER
On its joint venture with Integra Group, conducted through a new joint venture company called ISG Seismic Services, to provide seismic acquisition services, well interpretation and data processing in Russia and other CIS countries.
ROSNEFT
In relation to a multi-billion dollar merger of gas assets of Rosneft and ITERA Oil and Gas Company and their strategic operation.
MURPHY OIL CORPORATION
On the sale of its interests in the Schiehallion and Amethyst fields to Shell and Perenco respectively.
TAQA BRATANI
On the purchase of interests in the Harding (70%), Maclure (37.03%), and Devenick (88.7%) fields in the Central North Sea from BP.
ONGC VIDESH
On its acquisition of an 8.4% participating interest in the North Caspian Sea Production Sharing Agreement, which includes the Kashagan Field, from ConocoPhillips.
CUADRILLA RESOURCES
On the sale of a 25% interest in the Bowland shale gas licence to Centrica for up to GBP160m.
“They have in-depth oil and gas sector knowledge, and are very commercial on negotiations.” Chambers UK 2014 (Energy & Natural Resources)
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The AmericasBG GROUP
On the USD388m acquisition of upstream oil and gas assets from Enron.
SINOPEC INTERNATIONAL PETROLEUM
On its participation in the USD1.2bn 1,300km Gasene gas pipeline project in Brazil.
SHELL
On the disposal of its downstream business in Chile to Quiñenco for USD614m.
READING & BATES
On its merger with Falcon Drilling Company.
CONTOUR PRODUCTION COMPANY
On the USD75m acquisition of Kelley Oil & Gas.
BELCO OIL & GAS
On its USD758m sale to Westport Resources.
GOLDMAN SACHS (ARGENTINA)
On a USD16bn facility for Repsol to acquire YPF, an Argentinean oil company.
SINOPEC INTERNATIONAL PETROLEUM
On the USD850m acquisition of Omimex de Colombia, a corporation with significant upstream and midstream assets in Colombia.
PETROBRAS
On the acquisition of certain natural gas distribution assets in Brazil.
VALERO ENERGY
On the USD8bn acquisition of Premcor.
ABU DHABI NATIONAL ENERGY COMPANY
On the USD320m acquisition of a 50% equity stake in Marubeni’s downstream power assets in the Caribbean.
TOTAL
On the acquisition of ExxonMobil’s terminal, distribution and retail operations in Puerto Rico, the U.S. Virgin Islands and other Caribbean jurisdictions.
WB PARTNERS
On the proposed acquisition of MidCon Corp (subsequently purchased by Occidental Petroleum).
SHELL
On its sale of an interest in the Altimera LNG Project to Total.
MAGELLAN PETROLEUM
In relation to the farm-out of an interest in its shale oil interests in Montana to VAALCO.
TRIPETROL PETROLEUM
On its disposal of a 50% interest in the ‘Puesto Guardian’ Concession in Argentina to President Petroleum (together with new joint venture arrangements) in return for cash, shares and warrants in President Petroleum, lending arrangements and a development carry.
ONGC VIDESH
On the USD850m acquisition of Omimex de Colombia from Omimex Resources.
“They have a broad global reach, and so whenever there are pieces that are outside of the U.S. I know I have my one go-to person here who can leverage relationships across the globe.”Chambers USA 2013 (Corporate/M&A)
Our global Oil & Gas M&A practice8
www.allenovery.com
MUBADALA DEVELOPMENT COMPANY
On its USD833m acquisition of the Southeast Asian oil and gas exploration and production company Pearl Energy from Aabar Energy.
EGYPTIAN PETROLEUM
On the disposal of the Geisum field.
CITADEL CAPITAL SAE
On the acquisition by its wholly-owned subsidiary Nile Valley Petroleum of participating interests in petroleum exploration and production rights in Blocks A, 9 and 11 in Sudan.
PETRO-CANADA
On the USD2bn acquisition of the upstream assets of Veba Oil & Gas in a number of jurisdictions, including Egypt, Syria and Libya.
PREMIER & SHELL PAKISTAN
On its 50% sale to Kufpec from Premier Oil for USD105m.
THE LIBYAN INVESTMENT AUTHORITY
On its GBP169m acquisition of Verenex Energy.
IBERDROLA
On the EUR2bn sale of 6% of its shares to Qatar Holdings.
EXXONMOBIL AND QATAR PETROLEUM
On the acquisition of an LNG plant from Edison.
BOREALIS
On the GBP1.1bn acquisition by The International Petroleum Investment Company and OMV Aktiengesellschaft of Statoil’s 50% shareholding in Borealis.
PETROCHEMICAL COMPANY
On the sale to Ikarus Petroleum Industries Company of minority equity interests in International Acetyl Company and International Vinyl Acetate Company.
ABRAAJ CAPITAL
On the acquisition of GMMOS Group, a regional oil and gas services and industrial group operating in the Gulf and Caspian markets.
DNO
On the acquisition of RAK Petroleum’s MENA operating subsidiaries for USD250m.
INVESTCORP
On the acquisition of a 38% shareholding in Al Yusr Industrial Contracting Company, the Saudi-based oil and gas services firm.
MASRAF AL RAYAN
On the QAR600m acquisition of Doha Petroleum Construction Company and PEMCO Inspection Services.
“We were very happy – they have a very good, attentive team and lots of experience regionally and in the industry.”Chambers Global 2014 (Projects & Energy: Middle East)
Middle East
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© Allen & Overy LLP 2014
Asia PacificRELIANCE INDUSTRIES
On the sale to BP of a 30% stake in 23 production-sharing contracts for USD7.2bn and the formation of a joint venture for the sourcing and marketing of gas and development of related infrastructure in India.
CHINA DEVELOPMENT BANK
On the USD2.2bn financing of CITIC’s acquisition of Nations Energy.
BG GROUP
On the acquisition of Enron’s Indian oil and gas exploration and production interests for USD388m.
VEDANTA RESOURCES
On the financing of their acquisition of a 51% to 60% stake in Cairn India, a listed Indian oil and gas company, for GBP5.8bn.
SHELL
On a tripartite joint venture between Shell, BG and Total for an Indian LNG project.
HONG KONG AND CHINA GAS
On its participation in the Guangdong Dapeng LNG facilities in China (with CNOOC and BP).
THAI OIL PUBLIC COMPANY
On a USD120m acquisition of 80.52% of Sak Chaisidhi Company’s shares from Shell Overseas Investment B.V. and Pattanakij Chemical Co. and the purchase of a solvent distribution and marketing business from The Shell Company of Thailand.
MACQUARIE BANK
On the AUD1.9bn acquisition of the Dampier to Bunbury natural gas pipeline.
BG GROUP
On the UK aspects of the AUD13bn hostile takeover offer for Origin Energy in Australia.
SHELL
On the sale of producing North West Shelf oil interests, including the interest in the FPSO and associated exploration acreage, for AUD440m.
ABRAAJ CAPITAL
On the purchase of an interest in the Bosicor refinery in Pakistan and the subsequent expansion of the company’s operations.
TOKYO ELECTRIC POWER
On its agreement with Mitsubishi Corporation to acquire a 13.36% stake in Electricity Generating.
SINO GAS & ENERGY HOLDINGS LIMITED
In relation to MIE Holdings Corporation investing USD100m to acquire 51% of Sino Gas’ subsidiary, Sino Gas & Energy Limited.
SCHLUMBERGER
On its HKD620m acquisition of a 20.1% interest in Hong Kong-listed Anton Oilfield Services Group.
KEPPEL ENERGY
On its USD250m investment in Kris Energy, a leading ASEAN focussed independent oil and gas exploration, development and production company.
MIMI (a JV between Mitsubishi and Mitsui)
On the USD2bn acquisition of a 15% interest in the Browse LNG Project offshore Western Australia from Woodside Energy.
KEROGEN GENERAL PARTNER
On its SPV’s subscription of a cornerstone interest in Twinza Oil.
KUWAIT FOREIGN PETROLEUM EXPLORATION COMPANY
On the acquisition of Shell Development Australia Limited’s participating interest in Wheatstone LNG project and in the Wheatstone-lago Joint Venture for USD1.125bn and related off-take arrangements.
Our global Oil & Gas M&A practice10
www.allenovery.com
“They have very good knowledge and helped us a lot in a complex transaction.”Chambers Global 2014 (Energy: Africa-wide)
Africa SHELL
On the USD1bn sale of their entire downstream business in Africa, involving 14 countries across the continent, to Vitol and Helios Investment Partners.
RWE DEA
On the negotiation of new concession arrangements for the joint USD9bn development by RWE and BP of natural gas resources in the North Alexandria and West Mediterranean Deep Water Concessions with the Egyptian Ministry of Petroleum and the Egyptian General Petroleum.
RJI CAPITAL
On a bid for Libyan upstream interests.
PETRO-CANADA
On the USD2bn acquisition of the upstream assets of Veba Oil & Gas GmbH in a number of jurisdictions, including Libya.
AN INTERNATIONAL SPONSOR
On a transaction involving the disposal of several Mauritanian upstream interests.
AN INTERNATIONAL OIL MAJOR
On its disposal of upstream interests in Morocco.
SHELL
On issues relating to upstream interests in Nigeria and Cameroon.
ASHLAND
On the disposal of its upstream interests in Nigeria.
STANDARD CHARTERED BANK AND BNP PARIBAS
As arrangers and lenders in relation to Oando’s acquisition of certain upstream oil and gas assets in Nigeria.
MERCURY OIL & GAS
On the acquisition of upstream interests in Angola.
ABN AMRO
On the financial aspects of Tullow Oil’s USD500m acquisition of Energy Africa.
MARUBENI
On the acquisition of a stake in an Equatorial Guinean national company.
SINOPEC
On the USD2.5bn acquisition of the Block 18 offshore oil field in Angola.
MAUREL ET PROM SCA
On the spin-off of its Nigerian operation, Maurel & Prom Nigeria.
WOODSIDE
On the acquisition of a 40% participating interest in an exploration, exploitation and production sharing contract (EEPSC) for Block F15 in the Gabon Coastal Basin.
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© Allen & Overy LLP 2014 I CS1309_CDD-37026_ADD-48571
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