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Standard Contracts, Real-life
Case Studies & Scenario
-Based Exercises Included!
M&A and Divestments
of O&G Assets and Companies
Execute successful transactions through strategic legal and financial structuring of business deals
08th - 11th June 2015 at Bali, Indonesia
Petrosync Distinguished Lecturer:
ROBERT A. PASIONEK
Founder & President
MERGERS, CONSOLIDATIONS, & ACQUISITIONS LLC
Over 30 years experience in M&A transactions, with the last 20 plus years of professional
excellence in the oil and gas, energy, and technology sectors
Orchestrated over 50 mergers, acquisitions, & divestitures, 225 private placements (debt &
equity), 25 public offerings , 25 venture capital transactions, and 12 turnarounds for various
O&G, technology, and energy companies
Has served as expert consultant and has led a number of M&A upstream transactions and
some divestitures for O&G companies including Shell, Marathon Oil Corporation, Atlas
Energy LP, etc
Leads his own boutique investment bank providing legal, merger & acquisitions, and
turnkey investment banking services for oil & gas, alternative energy, and technology
transactions
State of Arizona Energy Awardee (2011)
Masterclass Objectives
UNDERSTAND the key influences on asset value and market value
IMPROVE deal preparations through better understanding of transaction and operation workflows for both
buyer and seller
IDENTIFY & OVERCOMEchallenges in deal completion especially on cross-border transactions
UNDERSTAND the financial valuation aspect and how it bridges to the legal implications in the deal execution
SAFEGUARD position by identifying key contractual terms before deal completion
DEVELOP an understanding of the due diligence process and learn how risk can be managed and mitigated
ANALYZE both buyer and seller positions in M&A transactions, for which buyers can maximize value and
completion of sale, for sellers to maximize their position without over-paying for assets
Specially Designed for
This program is specially designed for those who are involved with acquisitions and divestment of oil and gas assets
and companies.
Business Analysts
Financial Analysts - Valuation, Due Diligence
Economists
Commercial & Business Development Executives
Accounting and Operational Personnel
New Ventures - Executives & Managers
Business Unit Heads with responsibility for
Contract Lawyers & Attorneys - M&A
acquisition and divestment of assets
Contract Managers & Administrators - M&A
Pre-requisite: It is recommended that attendees have a basic understanding of corporate finance and/or business law to
fully appreciate the course.
Supported by
M&A and Divestment of O&G Assets and Companies
08th - 11th June 2015 at Bali, Indonesia
Masterclass Overview
The backbone of this program is on the key legal, financial, and economic considerations of M&A and divestment deals
for upstream operations. The aim of the course is to provide a structured approach to these types of transaction in a
strategic and timely manner. 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 the buyer and seller. This is to ensure
long-term growth and improved returns through mergers and acquisitions.
The course will provide a detailed look into the various types of M&A transactions, equipped with the case study
examples that participants can learn from. Moreover, delegates will be able to learn other necessary steps in company
valuation, deal structuring, negotiation, cross-border transactions, and financing. Participants will also be introduced
to international practices in executing mergers and acquisitions, including an appreciation of today's market practices
and procedures including due diligence, accounting issues, valuation techniques, and contract strategizing and risk
allocation.
After completing this course, attendees will be better equipped with the key business considerations to make
informed and strategic decisions on how to go about with M&A or divestment deals.
COURSE AGENDA
Day 1: KEY DRIVERS OF M&A AND DIVESTMENT OF UPSTREAM ASSETS
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 1 will examine the overview of upstream operation workflow and business structure, and will link this to the key
considerations why companies decide to sell or buy assets. This provides the initial factors that are critically considered to
position, whether on the buyer side or the seller side.
PROGRAM SCHEDULE
Registration (Day1)
Session I
Refreshment & Networking Session I
Session II
Lunch
Session III
15:30 – 15:45 Refreshment & Networking Session II
15:45 – 17:00 Session IV
08:00 – 09:00
09:00 – 11:00
11:00 – 11:15
11:15 – 13:00
13:00 – 14:00
14:00 – 15:30
17:00
End of Day
M&A and Divestment of O&G Assets and Companies
08th - 11th June 2015 at Bali, Indonesia
COURSE AGENDA
Day 2: MERGERS & ACQUISITIONS & DIVESTMENT PROCESS
Acquisition Process Workflow
Evaluating the asset fit to current company portfolio
- What can this acquisition do for the company?
Buyer Positioning
- Deal Funding
- Positioning and Competitor’s Analysis
- Preparation for Bidding
Divestment Process Workflow
Evaluating the industry’s market situation. Is it a good time to sell?
- Optimizing the Sales Process and Timing
Preparation for Market Offering
- Development of Key Documents (Executive Summary, Confidentiality Agreement, and Information
Memorandum)
- Preparation of Data Sets for Buyer’s Evaluation
- Engaging with the right buyers
- Sizing the Buyer’s Capability
- Developing Bidding Strategy
EXERCISE: Analysis of Acquisition Targets
Day 3: BIDDING & DUE DILIGENCE
SELLERS: Managing a Competitive Deal and Auction Process
- Solicitation of Offers
- Analyzing of Buyer’s Bids
- Short listing of Buyers
BUYERS: Advancing Position and Pursuing An Asset
- Prioritising Asset Opportunities
- Documentation (Prelimenary & Definitive Agreements)
Due Diligence & Risk Management
- Recognizing and accounting for risk and opportunity
- Analysis for technical and commercial aspects of the asset
- Risk factors applied to valuations of different categories of reserves
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
Reserve Audits and Valuations with Upstream Deals
Valuation Process for Targeted Assets or Divestiture
Valuation Methodologies
- Analyst and Balance Sheet approach in valuing assets and companies
- Valuation of Long-Life Assets - Discounted Cash Flow Techniques
- Portfolio evaluation and selection
Independent Third Party Valuation, if required by BODs
Scientific Valuation, if applicable
Battle of the Experts
EXERCISE: Final Determination of Acceptable Value
Negotiation Process and Key Provisions
Offers and Counter-Offers
M&A Contract Provision and Key Clauses (Conditions Precedent, Representations and Warranties, Effective
Dates, Trailing Liabilities)
Cross-Border Transactions (Dealing with Government Bodies, International Legislations)
Completion of Agreement
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?
M&A and Divestment of O&G Assets and Companies
08th - 11th June 2015 at Bali, Indonesia
ROBERT A. PASIONEK
Founder & President
MERGERS, CONSOLIDATIONS, & ACQUISITIONS LLC
Over 30 years experience in M&A transactions, with the last 20 plus years of professional
excellence in the oil and gas, energy, and technology sectors
Orchestrated over 50 mergers, acquisitions, & divestitures, 225 private placements (debt &
equity), 25 public offerings , 25 venture capital transactions, and 12 turnarounds for various
O&G, technology, and energy companies
Has served as expert consultant and has led a number of M&A upstream transactions and
some divestitures for O&G companies including Shell, Marathon Oil Corporation, Atlas
Energy LP, etc
Leads his own botique investment bank providing legal, merger & acquisitions, and
turnkey investment banking servies for oil & gas, alternative energy, and technology
transactions
State of Arizona Energy Awardee (2011)
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.
Robert Pasionek has spent two decades representing issuers, promoters, and underwriters of securities
transactions in the private and public sectors. His focus is on creative and novel financial structures involving
securities registration and exemption from registration for alternative energy (i.e., renewable diesel, biodiesel,
algae, ethanol, and solar), technology, and healthcare transactions in accordance with the Securities Exchange
Commission and promulgated in the ’33, ’34 and ’40 Acts.
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.
Throughout his career, Pasionek has been very successful working with government regulators at both the
federal and state level regarding creative and novel financing structures for capital raising endeavors and
securities fraud cases, including the FBI, SEC, NASD, State Attorney Generals, & State Corporate and Securities
Commissioners. Pasionek has testified before grand juries in securities fraud cases, and represented parties in
several securities fraud cases in Michigan, Arizona, Florida, and Nevada.
Pasionek’s formal education consists of JD, MBA, and BA degrees. In addition, Pasionek currently or has
previously held the following licenses: Series 7, 22, 39, and 66; life and health insurance; Michigan Real Estate
Broker; and law.
Course Details
PROGRAMME CONSULTANT
Title
: MERGERS AND ACQUISITIONS OF O&G ASSETS AND COMPANIES
Date
: 08th - 11th June 2015
Location : Bali, Indonesia
Name
Email
Phone
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INVESTMENT PACKAGES
: Cay Aagen
: [email protected]
: +65 6415 4500
: +65 6826 4322
TERMS AND CONDITIONS
FULL MASTERCLASS
Deadline
Investment Package
DISCLAIMER
Standard Price
05th June 2015
SGD $ 4,995
Early Bird Offer
08th May 2015
SGD $ 4,795
05th June 2015
10% discount for groups of 3 registering from the
same organization at the same time
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