M&A and Divestments of O&G Assets and Companies

In the latest study, there is a significant increase in M&A in the oil and gas sector, as a result of oil prices falling below $50 from Brent’s $115 late June. Strategic approaches to M&A are critical to address the intense cost and cash-flow pressures.

Our M&A and Divestments course is developed to help you develop structured approach to execute successful M&A transactions through strategic legal and financial structuring of business deals.

Course Design Focuses on Both Perspectives of Buyer and Seller
This course emphasizes the theme for optimizing corporate and portfolio value through centric focus on the  role of business development both in the perspective of buyer and seller to ensure long term growth and improved returns.

Includes Practical Case Studies
This course provides a detailed look into the various types of M&A transactions and equipped with the case study examples that participants can learn from.

You will also learn what are the necessary steps in company valuation, deal structuring, negotiation, cross-border transactions and financing. After completing this course, you will be better equipped with key business considerations to make informed and strategic decisions on how to go about with M&A or divestment deals.

• Upstream Oil and Gas Operations and Transactions
• Types of Contract Agreements per stage in Exploration, Development, and Production
• Types of Assets / Companies / Operational Activities involved with MA&D
• Deal Structure:
  • Asset Swap Agreements
  • Corporate Deals
  • Asset Deals
  • Stock Deals
• Strategic Motivations & Operational Considerations
  • Examining the Seller’s Goals & Examining the Buyer’s Expectations
    Implications of the deal drivers to transactions (Increasing Cash Flow, Gaining
  • Technical Expertise, Managing Competition, Diversifying Company Portfolio, Business Synergy)
• External Parties in Deal Transaction
  • Asset Partners
  • Financial Institutions
  • Governments (Local and International)
  • Regulatory Consents (Petroleum Regulatory, Competition Agency)

• Historical Performance of Oil and Gas Transactions
• Recent Oil and Gas M&A and Divestment Transactions

EXERCISE: Analysis and discussion on M&As of major oil companies

Day 2: MERGERS & ACQUISITIONS & DIVESTMENT PROCESS

• Acquisition Process Workflow
• Divestment Process Workflow

EXERCISE: Analysis of Acquisition Targets

Day 3: BIDDING & DUE DILIGENCE

• SELLERS: Managing a Competitive Deal and Auction Process
• BUYERS: Advancing Position and Pursuing An Asset

EXERCISE: Flowchart and analysis of competitive bidding process and auction process.
CASE STUDY: When to engage in competitive bidding process? And when to walk away?

Day 4: VALUATION, NEGOTIATION, AND CLOSING

• Valuation Process

EXERCISE: Final Determination of Acceptable Value

• Negotiation Process and Key Provisions
• Transition phase of ownership and control following an acquisition or merger
• Latest Industry Trends in M&A

CASE STUDY: How to deal with inconsistent reserve analysis? Which experts win the battle? And why?

Robert A. Pasionek, JD & MBA, is a strategic growth and capital markets executive and attorney based in Mesa, Arizona. His focus is on creative and novel financial structures involving securities registration and exemption from registration for alternative energy, technology, and healthcare transactions in accordance with the Securities Exchange Commission and promulgated in the ’33, ’34 and ’40 Acts.

Pasionek has orchestrated 225 debt and equity private placements, 35 public offerings (i.e. debt, equity and mortgage securitizations), 51 mergers, acquisitions and divestitures, 25 venture capital and private equity transactions, 12 healthcare transactions, and 12 turnarounds.

Pasionek is nationally recognized for creating a novel form of security; that being a “mortgage servicing right” (MSR’s). Pasionek filed the first public debt instrument in the United States collateralized with “mortgage servicing rights” and educated and convinced the SEC that a “mortgage service right” was a legitimate form of collateral. During the last six years, Pasionek has focused almost exclusively on raising capital (equity, debt, and mezzanine) both domestically and internationally for the alternative energy, technology, and healthcare sectors.

Pasionek has acquired and merged Broker-Dealers and engaged BD’s to market and to distribute his clients’ securities. Pasionek has unique and distinguishable work experience in investment, commercial, and private banking, has tenure with two major Wall Street firms, and has led the capital markets and securities practice group for the oldest and second largest law firm in the State of Arizona. In addition, Pasionek has led numerous “road shows” for public and private companies in their pursuit of capital and investors. Pasionek has represented and assisted 168 domestic and international family offices with their investments, financial issues, mergers and acquisitions activities, and legal and tax matters. In addition, Pasionek has taught estate and tax planning and business succession planning for a major insurance company.