Consulting editor(s): John LaMaster and Caroline-Lucy Moran, Akin Gump Strauss Hauer & Feld LLP

Publication date: Nov 2020

Format: Hardback

Pages: 443

Price: £175.00

ISBN: 9781787423985

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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 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.

New chapters

  • Foreword by J Scott Porter
  • Preliminary agreements
  • Disclosure letters
  • Warranty and indemnity insurance
  • Material adverse change clauses
  • Private equity considerations

Also new to this edition: 

  • Sample clauses and provisions for SPAs, providing readers with a practical walkthrough of the typical terms and conditions involved in oil and gas sale and purchase transactions
  • Provides an understanding of the use of disclosure letters in upstream oil and gas transactions, including an overview of the disclosure process, drafting considerations and key issues from the perspective of both the seller and the buyer
  • Features new and up to date comments, including on the recently released AIPN 2020 model form Asset Sale and Purchase Agreement and the recently updated AIPN 2019 model form Farmout Agreement which illustrate various components of consideration
  • Reflects on current trends in the negotiation of covenants in various standard form sale documents, and additional covenants that are increasingly a feature of upstream transactions
  • Looks at the renewed focus and scrutiny on the allocation of liability in an M&A context by buyers and sellers alike, leading to more innovative allocation structures
  • Consideration of the practicalities of providing Notices when offices are shut and usual delivery services are not available