Sayer Energy Advisors Real Life Examples
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1 Geophysical Data in M&A Transactions Sayer Energy Advisors Real Life Examples Presented to the November 30, 2016 Alan W. Tambosso, P.Eng. P.Geol. President Sayer Energy Advisors
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3 Sayer Energy Advisors 29.8 year history of oil and natural gas industry M&A services. Completely independent of the public markets we do not get involved in financings. Managed by individuals with varied backgrounds, each with significant related experience.
4 Sayer Energy Advisors 29.8 year history of oil and natural gas industry M&A services. Completely independent of the public markets we do not get involved in financings. Managed by individuals with varied backgrounds, each with significant related experience.
5 Sayer Energy Advisors Mergers & Acquisitions ( M&A ) Services Credible, repeatable process. Maintaining integrity is critical. Integrity of the Company. Integrity of our processes. Seismic handling guidelines are prominently displayed in our data rooms and on our website and in our data binders wherever seismic is referenced.
6 Seismic Handling Guidelines APEGA Guidelines are Adhered to by Sayer No interpretations of trade data are shown publicly. Interpretations are only shown to prospective purchasers who have signed Confidentiality Agreements Uninterpreted trade data is NOT available for review. Interpreted data is made available. No copying of data is permitted.
7 Seismic Data Integrity
8
9 Increased Number of Receiverships While they aren t in the business of putting their customers out of business, lenders have become increasingly impatient with the situation, particularly relating to juniors and LLR. This has led to an increase of work for the receivers. This has almost ended.
10 Increased Number of Receiverships There are typically around eight oil and natural gas companies that go into receivership each year. In 2015, 20* oil and natural gas companies went into receivership or CCAA, by far the most since the previous downturn, in 2009, when a total of 20 companies also went under. The number of receiverships increased in 2016, especially in the junior sector. So far in 2016 there have been 26 companies entering into receivership or CCAA. *includes three related entities (Conserve Oil Group Inc., COGI Limited Partnership and Canadian Oil & Gas International)
11 Receiverships & CCAA Sedna Oil & Gas Ltd. Barrier Reef Resources IVANHOE ENERGY INC. QWEST DIVERSIFIED ENERGY CORPORATION
12 Increased Number of Receiverships So far in 2016 there have been 26 companies entering into receivership or CCAA. It appears that the worst is over, as most of the distressed companies have been dealt with, one way or another.
13 2016 Receiverships & CCAA Bumper Development Corporation Ltd. Quicksilver Resources Canada Inc. Detector Exploration Ltd. Kinwest 2008 Energy Inc. Tudor Corporation Ltd.
14 Offer Letters Are Often Too General MANY purchasers are unaware of trade data licence terms Offer to purchase is often general, not specific, and it often includes the provision for the vending of the seismic held by the Company. In general, subsequent discussion can clear up the issue, but, not always.
15 Example of General Offer Letter MANY purchasers are unaware of trade data licence terms Offer to purchase is general, not specific, and it includes the vending of the seismic held by the Company. In general, subsequent discussion can clear up the issue, but, not always.
16 Example of an Offer Letter That Is Too General In the next example, the purchaser s offer was general, not specific. Vendor chose to go straight to a purchase and sale agreement. Well into the process the purchaser insisted his offer was to include ownership of all jointlyowned seismic data. It took a lot of intervention and negotiating to get the deal to the finish line.
17 Example 1 Offer Letter General
18 Example of Jointly-Owned Proprietary Data Partner in the data did NOT want the joint partner s interpretations shown publicly. Unless specifically prohibited in the Joint Operating Agreement or any agreements the parties have relating to the seismic, the partner has every right to show its interpretations in order to try to sell its interest in a property. When we advised the partner they were surprised to find out that we were correct they had no idea of the terms of their own agreement.
19 Example of Jointly-Owned Proprietary Data
20 Example of Multiple Transactions In a receivership there are often multiple transactions. If seismic is involved the order of closing the transactions and the wording of how the seismic is handled is critical. It is best to sell copies of the data and retain ownership for later sale.
21 Example of Multiple Transactions Several years ago we ran into a huge issue, created by lawyers and receivers who did not understand how data is owned and handled. We had one party which wanted to acquire one asset ( Excluded Asset ) from a company in receivership. The only way we could get agreement on an acceptable purchase price was to agree to include a copy of the proprietary data over the Excluded Asset. We arranged a second transaction whereby a different party was to purchase all of the remaining assets of the company ( Remaining Assets ).
22 Example of Multiple Transactions Our instructions were very clear sell the second purchaser a COPY of the proprietary data relating to the Remaining Assets, and to exclude the seismic over the Excluded Asset. Original Message From: Alan Tambosso [mailto:atambosso@sayeradvisors.com] To: xxx Subject: RE: Question on the xxx APA I would include in the agreement the provision to provide xxx with a copy of all proprietary seismic relating to the assets at closing. I would exclude the seismic over the excluded assets. Alan
23 Example of Multiple Transactions Our instructions were very clear sell the second purchaser a COPY of the proprietary data relating to the Remaining Assets, and to exclude the seismic over the Excluded Asset. However the lawyer for the Receiver, in preparing the paperwork and closing the deals, did not understand seismic. Neither did the Receiver. The deal to sell the Remaining Assets closed first. The paperwork was worded such that the purchaser was acquiring every asset of the company except the Excluded Asset. The Remaining Assets included ownership of proprietary seismic.
24 Example of Multiple Transactions After the deal to close the sale of the Excluded Asset closed, the purchaser asked for copies of the proprietary data over the asset. The purchaser of the Remaining Assets refused to allow the second purchaser to receive a copy of the data as it claimed ownership to all of the assets except the Excluded Asset. This claim was valid. The Receiver and the lawyer screwed up. A lawsuit was threatened but never materialized.
25 Conclusion Seismic should be handled as any other asset in a receivership. The asset potentially has value. The asset potentially has partners whose positions must be understood and considered. Trade data and proprietary data have different characteristics to consider.
26 Geophysical Data in M&A Transactions Sayer Energy Advisors Real Life Examples Presented to the November 30, 2016 Alan W. Tambosso, P.Eng. P.Geol. President Sayer Energy Advisors
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