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re: Chevron’s $53 Billion Deal for Hess in Jeopardy on Possible Exxon Challenge

Posted on 2/26/24 at 8:44 pm to
Posted by sneakytiger
Member since Oct 2007
2473 posts
Posted on 2/26/24 at 8:44 pm to
Yeah no one said it would be easy
Posted by slackster
Houston
Member since Mar 2009
85063 posts
Posted on 2/26/24 at 8:47 pm to
quote:

Some M&A senior associate in NYC has the tightest butthole right now for missing this in due diligence.


Who’s to say it was missed? They probably didn’t anticipate a challenge.
Posted by waiting4saturday
Covington, LA
Member since Sep 2005
9734 posts
Posted on 2/26/24 at 9:15 pm to
quote:

But that constitutes a change of control and XOM absolutely will have a rofr on that. Doesn’t matter if it’s a whole acquisition or not.


I would argue it doesn’t. Chevron is buying Hess, which owns Hess Guyana (or whatever they call their Guyanese entity). Hess Guyana will still exist and still control their share of the partnership, but will be wholly owned by Chevron.


Posted by Kingpenm3
Xanadu
Member since Aug 2011
8973 posts
Posted on 2/26/24 at 9:15 pm to
Is this because of the dude that was caught at the motel with two hookers?
Posted by Herschal
Land of the Free
Member since Sep 2011
1532 posts
Posted on 2/26/24 at 9:18 pm to
Would like to take a look at that JOA for shits and gigs.

quote:

Some JOAs allow existing partners, like Exxon, to participate in ownership changes, and pre-empt an offer for an ownership stake with an offer of their own.


The general standard form makes me wonder how such an over site occurred. The language is either there or it isn’t.
This post was edited on 2/26/24 at 9:23 pm
Posted by Capt ST
Hotel California
Member since Aug 2011
12854 posts
Posted on 2/26/24 at 9:23 pm to
You own 30%, Exxon owns 45% and you just think you can up and sell it without giving them first right of refusal?
Posted by Herschal
Land of the Free
Member since Sep 2011
1532 posts
Posted on 2/26/24 at 9:29 pm to
quote:

you just think you can up and sell it without giving them first right of refusal?


I would think that is dependent on the nature of your leasehold. Without supporting instruments, I really don’t know.

But I’m no title lawyer, those poor guys.
Posted by Mr Breeze
The Lunatic Fringe
Member since Dec 2010
5964 posts
Posted on 2/26/24 at 11:58 pm to
Classic PTB (Person To Blame) scramble frantically in progress.

We usually use Tammy in Accounting.
Posted by ragincajun03
Member since Nov 2007
21321 posts
Posted on 2/27/24 at 5:31 am to
quote:

You own 30%, Exxon owns 45% and you just think you can up and sell it without giving them first right of refusal?


Happens all the time in acquisitions. However, as others have stated, it depends on what the operating agreement states. Your standard, unedited AAPL JOA form, I THINK (it’s been a while since I read through one) allows for first right of refusal should a party decide to sell its interests in the leases/AMI area; however, I don’t believe that right applies should one of the parties be bought.

I’d imagine, though, that neither Exxon or Hess just simply went with the standard form and didn’t redline or amend anything.
This post was edited on 2/27/24 at 5:32 am
Posted by GREENHEAD22
Member since Nov 2009
19614 posts
Posted on 2/27/24 at 7:06 am to
This is one of the biggest reserves found in over 50 years. It single-handedly keep Hess from going under and turned Exxons trajectory completely around. They are still delineating the exact size and some think when its all said it done they will double the current reserves.

Will be interesting how this plays out.
Posted by CatfishJohn
Member since Jun 2020
13496 posts
Posted on 2/27/24 at 7:14 am to
(no message)
This post was edited on 2/27/24 at 7:15 am
Posted by ragincajun03
Member since Nov 2007
21321 posts
Posted on 2/27/24 at 7:18 am to
quote:

Happened 10 years ago. I’m guessing most who worked the deal have moved jobs.


I think he’s referring to the BD/M&A folks at Chevron who valued the Hess purchase and possibly missed any sort of ROFR in the operating agreement during the discovery/due diligence period.
Posted by CatfishJohn
Member since Jun 2020
13496 posts
Posted on 2/27/24 at 7:26 am to
Yeah I edited quick! Misread
Posted by TigerDog83
Member since Oct 2005
8274 posts
Posted on 2/27/24 at 7:29 am to
Chevron likely knew about it but wagered Exxon wouldn't want to expend the cash with them currently trying to push through/swallow the Pioneer merger. Worst Case CVX walks away with a 2.7 Billion fee akin to what they pulled with Oxy and goes somewhere else. Calculated Risk.
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