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.

Robert Aulsebrook
Partner, Akin Gump Strauss Hauer & Feld
[email protected]

Robert Aulsebrook is head of international finance and a partner at Akin Gump Strauss Hauer & Feld in London. He advises clients on a wide variety of cross-border lending, debt capital markets and derivatives transactions, with particular experience in energy-related financings in emerging markets. He has advised many clients on financing acquisitions of upstream and downstream oil and gas assets in various jurisdictions around the world. He recently advised the sponsor on the construction of a gas-processing plant in Uzbekistan and previously advised on the development of oil and gas fields in the Caspian Sea off the coast of Azerbaijan.
Fluent in Russian, he has worked in the Russian market for more than 25 years. He is a solicitor of the Senior Courts of England and Wales and an attorney qualified in New York. He received his BA magna cum laude from Vanderbilt University and his JD cum laude from Georgetown University.

Paul Bannister
Director, acquisitions and divestitures, GMP FirstEnergy
[email protected]

Paul Bannister joined FirstEnergy in early 2010 and has been involved in a range of M&A and acquisition and divestiture (A&D) transactions in the upstream oil and gas sector across multiple jurisdictions. Prior to this, Mr Bannister spent a decade gaining technical and commercial experience at both Schlumberger and Expro North Sea. During this period, Mr Bannister held a number of different roles and was based in a variety of locations across Europe, Africa and the Middle East, the most recent of which entailed management of an internal business unit providing data consulting and technical support to reservoir engineering and flow assurance projects. Mr Bannister attained a first-class honours degree in environmental chemistry and an MSc in petroleum engineering from Heriot Watt University. He is a member of the Society of Petroleum Engineers (SPE) and the European Petroleum Negotiators Group (EPNG).

Mary Bartle
Senior associate, Clifford Chance LLP
[email protected]

Mary Bartle is a senior associate in the M&A corporate group of Clifford Chance in London. She holds a BA in international relations and a JD in law. Prior to joining Clifford Chance, she spent several years advising on an array of corporate transactions in Vancouver, with a practice focused in particular on mergers and acquisitions involving listed natural resources companies.
In London, she regularly advises listed companies in a variety of sectors, with a focus on M&A transactions governed by the UK City Code on Takeovers and Mergers. She has also advised on private M&A transactions and investments, including in the alternative energy sector.

Mark Beeley
Partner, Orrick, Herrington & Sutcliffe (UK) LLP
[email protected]

International dispute resolution partner Mark Beeley primarily focuses on disputes arising in the energy sector (he is described by Chambers & Partners UK 2018 as “an excellent litigator” who knows “oil and gas inside out”). He regularly acts in disputes involving production sharing contracts, joint operating agreements, and farmin/ out agreements, as well as litigating matters under investment agreements/treaties. In addition, he has significant experience with construction, insurance, shareholder and whitecollar/ civil fraud matters as part of a broader commercial practice.
He has sat as an arbitrator (including as chair) in multiple cases, but primarily practises as counsel and advocate both in arbitrations and in English and Dubai International Financial Centre court proceedings (as well as supervising proceedings in other jurisdictions). Recognised and ranked by Chambers & Partners (since 2012) and the Legal 500 (since 2009) for his international arbitration practice, Mr Beeley has also been recognised as a foreign expert in disputes in both the United Arab Emirates and India by Chambers.

Paul Culliford
Associate, Bryan Cave Leighton Paisner LLP
[email protected]

Paul Culliford is a New Zealand-qualified associate based in Bryan Cave Leighton Paisner’s Brussels office since Spring 2015, where he specialises in antitrust and competition law. He has experience in all aspects of competition law, including merger control, restrictive practices, investigations and general compliance. Mr Culliford has advised clients active in all areas of the oil and gas industry, from exploration to retail, on mergers and acquisitions and competition law more generally.

Jubilee Easo
Legal director, Eversheds Sutherland
[email protected]

Jubilee Easo is a legal director at Eversheds Sutherland. She is an experienced international oil and gas lawyer, having advised state oil and gas entities, international oil and gas companies and financial institutions on a wide range of upstream and downstream acquisitions and developments, LNG development projects and offshore LNG projects. Jubilee has worked for leading law firms in London as well as in-house with oil and gas developers. In 2015, Jubilee was recognised in The Lawyer Hot 100 for her work in the energy sector. She was also recognised as a London Rising Star by Super Lawyers in 2013.

Marc Hammerson
Partner, Akin Gump Strauss Hauer & Feld LLP
[email protected]

Marc Hammerson is a solicitor and partner at Akin Gump Strauss Hauer & Feld LLP in London. He is an experienced upstream energy lawyer specialising in both M&A and project development. He has worked in private practice and in-house, and was based in the Far East in the early 2000s. Mr Hammerson has degrees in law from Manchester University and the London School of Economics, and is a member of the Association of International Petroleum Negotiators.

Andrew Hockley
Partner, head of Antitrust and Competition, Bryan Cave Leighton Paisner LLP
[email protected]

Andrew Hockley is the head of the Antitrust and Competition group at Bryan Cave Leighton Paisner LLP. He has extensive experience in advising on merger control and other antitrust and regulatory issues in the oil and gas sector. Prior to joining the firm as a partner in 2010, he was competition counsel at BP plc in London, responsible for advising all areas of the business on competition law and regulatory matters. Mr Hockley holds postgraduate qualifications in competition law and economics from Kings College London. He is an English-qualified solicitor and a former member of the Brussels Bar, and contributes actively to numerous competition and regulatory law publications, organisations and events. He is recognised as one of the United Kingdom’s leading competition lawyers by Global Competition Review Who’s Who 2018 and as a leading individual (Tier 1) by Legal 500 UK 2018.

Joanna Kay
Of counsel, Orrick, Herrington & Sutcliffe (UK) LLP
[email protected]

Joanna Kay, of counsel in the London office of Orrick, Herrington & Sutcliffe, works in the firm’s oil and gas practice and advises on domestic and international transactions, including country entry, mergers and acquisitions, joint ventures, LNG project developments and sales contracts. Prior to joining Orrick, she was an in-house lawyer in a FTSE 100 exploration and production company based in London, where she focused on upstream asset work and frontier exploration opportunities in a number of different jurisdictions. She is a committee member of the UK Energy Lawyers Group and has contributed to a number of leading oil and gas market publications.

Paula Kidd
Senior associate, CMS Cameron McKenna Nabarro Olswang LLP
[email protected]

Paula Kidd is a senior associate who specialises in oil and gas law, particularly in relation to mergers and acquisitions in the United Kingdom. Ms Kidd has extensive experience in oil and gas law in M&A transactions, upstream projects and the industry more generally. She has been involved in a number of transactions which, due to recent trends in the United Kingdom, have involved retention of decommissioning liability structures.
Ms Kidd is also noted for her expertise in decommissioning security arrangements, having assisted in updating the Oil & Gas UK Industry Standard Joint Operating Agreement in 2013 to reflect decommissioning tax relief. She has experience of both field-wide and bilateral arrangements, and has been involved in advising on a number of bespoke arrangements.

John C LaMaster
Partner, Akin Gump Strauss Hauer & Feld LLP
[email protected]

John C LaMaster has over 30 years of experience in virtually all areas of the oil and gas industry, including upstream, midstream and downstream, throughout Europe, Africa, Russia and the former Soviet Union, the Middle East and the United States. Mr LaMaster is highly rated by various publications, including being one of only six lawyers rated Band 1 in Energy & Natural Resources: Oil & Gas in the 2017 edition of Chambers & Partners. Mr LaMaster is a frequent author on oil and gas subjects, including coediting Oil & Gas in Africa – A Legal and Commercial Analysis of the Upstream Industry (2015) and Oil and Gas Sale and Purchase Agreements (2017), and contributing chapters to both of those books and several others. He holds a BA in economics and business administration from Vanderbilt University and a JD with honours from the Paul M Herbert Law Centre at Louisiana State University.

David Lewis
Partner, Clifford Chance LLP
[email protected]

David Lewis has been a partner in the London office of Clifford Chance since 2003. He specialises in mergers and acquisitions and equity capital market transactions, with a primary focus on the oil and gas sector. Mr Lewis studied land economy and law at Downing College Cambridge. David has advised on numerous M&A projects in both upstream and downstream. His recent experience includes advising Trans European Oil and Gas on its investment in IGas; Salamander Energy on its strategic review and the subsequent sale of a significant interest in one of its most material assets, which was then cancelled in favour of a competitive takeover process which was ultimately won by Ophir Energy; Gunvor in respect of its investments in PA Resources and its proposed acquisition of Chevron South Africa; Glencore on its takeover of Caracal Energy; and Dominion Petroleum on its takeover by Ophir Energy.

Mark W Llamas
Managing director, acquisitions and divestitures, GMP FirstEnergy
[email protected]

Mark Llamas joined FirstEnergy in November 2009 following 10 years of M&A and A&D advisory experience with Tristone Capital and Waterous & Co, where he was managing director of their respective London operations. Mr Llamas has managed projects across the globe including corporate M&A projects, production and development asset transactions, strategic alternative processes and exploration farm-outs. Previously, Mr Llamas gained 13 years of technical experience with Shell, where he held a variety of geological and geophysical roles in both exploration and development teams, and later as the lead geoscientist at a 3D visualisation centre located within Imperial College, London University serving both academia and the oil and gas industry. Mr Llamas holds an honours degree in geology and biology and an MSc in sedimentology, both from the University of London. He is a member of the Petroleum Exploration Society of Great Britain and serves as a member of the steering committee of the EPNG.

Christopher R K Moore
Managing director, Moyes & Co, Inc
[email protected]

Chris Moore is a managing director with upstream commercial advisers Moyes & Co, Inc. He provides a wide range of consulting services on technical, financial and economic issues, particularly fair market valuations and expert witness testimony. His experience in economic analysis includes many of the world’s fiscal regimes.
Mr Moore read natural sciences at the University of Cambridge. He joined BP as a geologist in 1975 and later joined Tricentrol. He subsequently joined ARCO in London and then at its international headquarters in Plano, Texas, where he held a variety of technical, commercial and management positions before joining Moyes & Co.
Mr Moore is a fellow of the Geological Society and a member of the SPE, the American Association of Petroleum Geologists and the Association of International Petroleum Negotiators. He teaches at the University of Texas, where he is an adjunct professor in the School of Law, and at the University of Texas at Dallas.

Caroline-Lucy Moran
Counsel, Akin Gump Strauss Hauer & Feld LLP
[email protected]

Caroline-Lucy Moran practises as counsel in the cross-border transactions department of Akin Gump Strauss Hauer & Feld LLP in London. She specialises in international mergers and acquisitions, joint ventures and project development, with a focus on upstream and downstream oil and gas and power sectors. Ms Moran was named an “Associate to watch” in the 2018, 2017 and 2016 editions of Chambers & Partners UK and won the Rising Star: Corporate award at the Euromoney/IFLR Women in Business Law Awards 2016.
Ms Moran has worked on transactions throughout Europe, Asia, the Middle East and Africa while based in London, Milan and Singapore. She has worked in-house on secondment at one of the world’s largest investment firms and also at one of the largest energy corporations.
Ms Moran graduated from the University of Oxford in 2006 and was admitted as a solicitor of the senior courts of England and Wales in 2010.

Maarten Overmars
Associate, Latham & Watkins
[email protected]

Maarten Overmars is an associate in the corporate department of Latham & Watkins LLP in London. He holds a degree in corporate law and has specialised in private equity transactions while based in London and Amsterdam, with a particular focus on investments by private equity sponsors in the oil and gas industry. In addition, he also advises frequently on stock options and other forms of share-based compensation, including international aspects of stock-based incentivisation and tax-efficient management incentives for private equity-sponsored companies. He is admitted to the Bar in both England and Wales and the Netherlands.

Alexander Reid
Partner, HFW
[email protected]

Alexander Reid is a partner in the energy and resources department of HFW. He has significant experience advising clients on a range of crossborder corporate and commercial transactions, including share and asset acquisitions and disposals, restructurings, joint ventures, commercial contracts and projects, with a particular focus on the energy and resources, transport and technology sectors. His experience in the energy sector covers a variety of upstream sale and purchase agreements, project development and oilfield services contracts, joint ventures and downstream agreements. He is qualified in England and Wales, and – having previously practised in London, Paris, Shanghai and Stockholm – is currently based in the Middle East.

Chris Searle
Partner, BDO LLP
[email protected]

Chris Searle is a partner in the corporate finance department of BDO LLP in London, where he specialises in transaction services work involving due diligence on acquisitions and reporting accountant work on initial public offerings (IPOs) and subsequent transactions. He has specialised in this type of work for 30 years, during which time he has worked on over 100 IPOs. In undertaking such work, he has worked with companies of all sizes in a wide range of sectors.
Mr Searle chairs the Technical Committee of the Corporate Finance Faculty of the Institute of Chartered Accountants in England and Wales and is a member of the faculty’s executive board.

Tamer A Soliman
Partner, Mayer Brown LLP
[email protected]

Tamer Soliman is a partner in Mayer Brown’s Washington DC and Dubai offices, global head of the firm’s export control and sanctions practice, and a member of the international trade practice. He advises corporate and government clients on a wide range of international trade issues governing cross-border investments, joint ventures and sales, manufacturing and the development of emerging technologies.
His practice focuses on export control, sanctions and related national security restrictions on trade. Mr Soliman has handled complex export control and sanctions regulatory issues and enforcement proceedings spanning multiple jurisdictions. He advises clients in a wide range of industries, including aerospace and defence, sovereign wealth and investment funds, private equity, internet technology and logistics.
Mr Soliman is known for handling cuttingedge issues involving application of export comtrol and sanctions laws to both US and non- US entities, and has successfully advised boards, audit committees and companies in high-stakes investigations and enforcement actions.

Simon Tysoe
Partner, Latham & Watkins
[email protected]

Simon Tysoe is a corporate partner and co-head of Latham & Watkins’ global oil and gas industry group. He specialises in mergers and acquisitions and joint ventures in the energy sector, with a particular emphasis on advising private equity investors looking to invest into the industry. He has advised on private equity investments in the United States, Latin America, Africa and Europe. He has been consistently ranked in the legal directories as being among the leading oil and gas lawyers in the United Kingdom.

Julie Vaughan
Senior associate, Herbert Smith Freehills LLP
[email protected]

Julie Vaughan leads Herbert Smith Freehills’ environmental advice in London and has been a practising lawyer for 24 years. Her environmental experience spans a broad range of regulatory regimes as well as health and safety regulation, and often involves her in significant oil and gas M&A transactions. She has considerable UK Continental Shelf offshore upstream experience, as well as in-depth involvement in onshore shale gas exploration and refineries, having also spent time seconded in-house to oil and gas client legal teams. She has a master’s degree in international and European environmental and natural resources law from University College London, and is individually ranked in the leading legal directories.

Norman Wisely
Partner, CMS Cameron McKenna Nabarro Olswang LLP
[email protected]

Norman Wisely is a partner who specialises in all areas of oil and gas law, in particular oil and gas M&A work. Mr Wisely has extensive experience in advising clients on oil and gas matters in the United Kingdom and internationally, including leading numerous acquisitions and disposals of UK Continental Shelf and international offshore and onshore oil and gas assets, oil and gas-related share transactions, transportation and infrastructure projects, decommissioning and decommissioning security, licensing, production sharing and joint venture matters, product sales arrangements and all matters relevant to the exploration, production and sale of hydrocarbons.
Mr Wisely’s predominant focus is on UK matters and given the recent trends in that market, his recent experience has included consideration of alternative M&A structures involving retention of decommissioning structures.

David Ziyambi
Senior associate, Latham & Watkins
[email protected]

David Ziyambi is an associate in the London office of Latham & Watkins and a member of the firm’s finance department and Africa practice. Mr Ziyambi’s practice focuses on project finance, investment-grade real estate and leveraged finance. He holds a law degree from the University of Cambridge.
David’s particular area of focus is on African financings in the project finance space and across the oil and gas value chain. He has advised on over $10 billion of financings in Nigeria’s oil and gas sector alone.