Oil and Gas Sale and Purchase Agreements

SPAs for International Oil and Gas Aquisitions and Divestitures, Second Edition

John LaMaster (Redaktør) ; Caroline-Lucy Moran (Redaktør)

Acquisitions and divestitures are common occurrences in the international oil and gas industry, ranging in size and complexity from transformational mergers between supermajors to transactions at an individual asset level. Les mer
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Om boka

Acquisitions and divestitures are common occurrences in the international oil and gas industry, ranging in size and complexity from transformational mergers between supermajors to transactions at an individual asset level. These transactions are used in order to manage both costs and risks. Although the recent oil price slump has somewhat reduced the level of transactional activity, that level is expected to increase again in the near term. Low oil prices are creating an increasing number of distressed sellers and an increasing number of opportunistic buyers, including some that have not traditionally participated in the upstream oil and gas industry.

Sale and purchase agreements relating to oil and gas assets are highly specialised, reflecting the unique nature and characteristics of the industry itself. This book, written by experienced and well-known practitioners from within the oil and gas industry, is intended to provide a practical review of the provisions typically included in such agreements.

The second edition of this title includes updated and revised chapters from the first edition, as well as new chapters on: preliminary agreements (memoranda of understanding, letters of intent); disclosure letters; private equity transactions; warranty and indemnity insurance; and material adverse changes.

This new edition aims to benefit lawyers and commercial negotiators working in the industry who handle sale and purchase transactions and who want to better understand the usual terms and conditions involved in those transactions. Legal professors and their students could also benefit from using the book as a teaching aid based on real-world experience.

Fakta

Innholdsfortegnelse

Foreword 5
J Scott Porter
Shell

Introduction 9
John C LaMaster
Caroline-Lucy Moran
Akin Gump Strauss Hauer & Feld LLP

Preliminary agreements 11
Afzaal Abidi
Christopher Strong
Suzana Vukasinovic
Vinson & Elkins RLLP

Sale structure 25
Joanna Kay
BW Offshore
Peter Roberts
Cross Keys Energy Limited

Consideration in oil and gas sale and purchase agreements 45
Olivier Chambord
Allison Soilihi
Morgan, Lewis & Bockius UK LLP

Conditions precedent and deferred completions 65
John C LaMaster
Akin Gump Strauss Hauer & Feld LLP

Covenants in upstream acquisitions and divestitures 99
Kevin Atkins
Matthew Daffurn
Locke Lord LLP

Oil and gas warranties 131
Caroline-Lucy Moran
Akin Gump Strauss Hauer & Feld LLP

Disclosure letters 165
Alexander Msimang
Suzana Vukasinovic
Freddie Wright
Vinson & Elkins RLLP

Warranty and indemnity insurance 179
Matthew Foster
Sophie O'Connor
Norton Rose Fulbright LLP

Liabilities and indemnities: allocation and limitations on liability, and the use of indemnities 195
Hussain Kubba
Holly Stebbing
Kimberley Wood
Norton Rose Fulbright LLP

Environmental provisions in oil and gas transactions 217
Julie Vaughan
Herbert Smith Freehills LLP

Decommissioning 231
Nicholas Antonas
Akin Gump Strauss Hauer & Feld LLP
Marc Hammerson
Stephenson Harwood LLP

Competition law provisions in sale and purchase agreements 253
Peter Crowther
Lisa Hatfield
Winston & Strawn LLP

Anti-corruption 275
Paige Berges
Amanda Raad
Sean Seelinger
Ropes & Gray (London)

Tax aspects of oil and gas mergers and acquisitions 309
Paul White
Druces LLP

Material adverse change clauses 327
John C LaMaster
Akin Gump Strauss Hauer & Feld LLP

Private equity considerations 349
Simon Tysoe
Latham & Watkins LLP

Governing law and jurisdiction clauses 375
Richard Ellison
Solicitor
David Waldron
Morgan, Lewis & Bockius UK LLP

Oil and gas boilerplate provisions 401
John C LaMaster
Akin Gump Strauss Hauer & Feld LLP

About the authors 415

Index 425

About Globe Law and Business 443