Due Diligence in Upstream Oil & Gas Acquisitions Dwight Howes Partner Reed Smith LLP

What are upstream oil and gas assets? Wells and well head equipment Tank batteries Initial processing facilities Water stations Pits Compressors Flow lines to interconnection with gathering Contracts People Leases Vehicles Equipment

Due Diligence Impacts on Transaction Timing of Signing PSA or Closing Transaction Terms Transaction Priorities Whether the Transaction Closes

Due Diligence Impacts on Transaction Meet with client early in process Find out what keeps client awake at night Cover the areas of due diligence with client Discuss what will be considered material Take a lot of notes – and keep them Prepare due diligence checklist with deadlines and specific accountability (by person) Get Seller buy in – Seller much more likely to be cooperative at start of process than when due diligence pain is being inflicted If an investment banker is involved, there will be an eRoom – find out how it is organized and pay special attention to the “Other” category

Areas to Cover Governance & Organization Approvals – Corporate & Contractual Securities Regulations Taxes HSR Title/Pref Rights Environmental – Phase I Employee Issues Post – Closing Integration