landowner

Mariner & Apache: Material Adverse Change Clause

A concise & understandable article exploring how the MAC clause may/may not be used.

 

http://dealbook.blogs.nytimes.com/2010/09/03/mariner-and-the-mac-qu...

 

"In this case the fire does not appear to rise to the level of a MAC. First, the acquisition agreement is governed by Delaware law. A MAC under Delaware law must be a long-term and durational event. Delaware courts have consistently interpreted this clause strictly. Indeed, Delaware courts have never found a MAC."

 

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Oil & Gas ProPermalink Reply by Les Bamburg on September 4, 2010 at 3:02
Sesport, the MAC clause would likely not apply because the damage related to the fire was probably small in comparison to the value of the acquistion. It could potentially trigger the ability to adjust the purchase price by the cost of repair.

landownerPermalink Reply by sesport on September 4, 2010 at 4:33
Well, Jay, I could have posted how Mariner's well-educated background has gotten them some violation notice.

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landownerPermalink Reply by sesport on September 4, 2010 at 13:06
LOL!!! You're arrogantly omnipotent enough to know about my pay grade, you must have gotten that intel from that inadequate LA education that's no surprise to you. Whip out that cyrstal snow globe and tell everyone what you think I know.

This should be gooooddddd!!!

BTW, I thought you told me to leave you alone?

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landownerPermalink Reply by sesport on September 5, 2010 at 2:14
Jay - I'm sure all your favorite HS and college teachers/mentors appreciate your disrespect. As well, your mother, since she was your first teacher.

You obviously have nothing better to do either. Again, you tell me to leave you alone, yet you repeatedly attempt to engage me in posts.

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landownerPermalink Reply by sesport on September 4, 2010 at 4:34
Thank you, Les. That's what I understood from this article AFTER checking around and reading.

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landownerPermalink Reply by Mac Davis on September 4, 2010 at 13:44
Unfortunately, MAC clauses are one of those things that can end up being one of those things that can be used to tie things up forever in the courts even if the case is weak.

landownerPermalink Reply by sesport on September 4, 2010 at 14:37
Mac - I don't know, they both have as their registered agent The Corporate Trust in Delaware. I'm wondering if it were to come to that whether the two would just come to some kind of agreement?

But, I'm thinking that the 2 will complete the transaction. It seems that the industry doesn't view this as much more than a hiccup. This article seems to indicate that Apache was all pumped about it back in April.

http://www.chron.com/disp/story.mpl/business/energy/6961335.html

"In a statement Thursday, Mariner’s Josey praised the merger, calling Apache a “world-class company with the financial and technical resources to fully exploit our assets.”

Apache and Mariner previously worked as partners in the deepwater Gulf of Mexico. They worked together on the 2008 Geauxpher discovery and development in an area of the offshore basin known as Garden Banks 462.

Apache also said, that while it is a small player today in the deepwater Gulf of Mexico, it has developed deepwater expertise with offshore projects in Egypt, the Nile Delta and Australia.

Farris said that over time Apache will develop its own projects in deepwater Gulf of Mexico, as well as those it is inheriting from Mariner. But the company will weigh opportunities there against others in its global portfolio, he said, noting, “it’s going to have to compete for capital just like any place else we invest in.”

And business rolls on ... TransCanada is looking to bring product to the lower 48, more ng pipeline companies are holding open seasons. It's still a flurry of energy activity, I tell ya' !

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landownerPermalink Reply by sesport on September 5, 2010 at 2:27
Also, even though the powers that be now have even more heightened sensitivity about drilling matters, in particular offshore practices, I think this will only serve to bolster opposition in areas that are already opposed and resisting offshore E&P. It doesn't look like Mariner is being forced to sell to Apache because of the recent spewke, it looks like this deal was done due to Mariner's financial limitations to develop deepwater holdings.

IMO, the industry will be allowed to continue to produce what we need. From what I can gather, there have been about 10 incidents in the past 4 years. Percentage-wise that's small to those who are swayed by numbers. With mid-term elections looming, no politician would push us to go "cold turkey" into alternative energies. And I'm still waiting to find even one statement from onshore operators saying they "dislike" this turn in opportunities. lol

Just my opinion.

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