PIPER ALDERMAN has helped to “break” through the structure controlling the oil and gas interests in the Cooper Basin, and allow Beach Petroleum to acquire an average 22 per cent interest in the assets.
The law firm said it appeared impossible to give value to “note holders” of FIELD, a listed hybrid instrument over the gas and oil interests in the Cooper Basin — straddling north-east South Australia and south-west Queensland — without using a scheme of arrangement.
“There was a structure put in place by a couple of entrepreneurs about three years ago to hold these oil and gas assets and have public investment in these assets through an interest called a field note,” said Piper Alderman managing partner Gordon Grieve.
“The trick for us, and our instructions were, to find a way for Beach to be able to buy the assets without going down a scheme of arrangement route.”
Beach Petroleum had been interested in the Cooper Basin Joint Venture Assets for some time, but its search for another method other than a scheme of arrangement became more urgent when Santos made a bid for the same assets earlier this year.
Grieve said the approach his firm devised, together with corporate advisers Adelaide Equity, enabled Beach Petroleum to lock up the assets without making any public announcement, which would have allowed Santos to make a counter bid.
The solution took into account debt, equity, structural and transactional issues.
He said the Piper Alderman lawyers had been looking at ways to purchase the asset for a couple of months, but “the pressure was on due to certain commercial considerations” from about two weeks ago.
A team then worked on the new legal approach and the bid for seven days until last Wednesday.
“The complex structure in which the assets were held and the incredibly tight timeframes for completion of the deal meant that Piper Alderman’s strategic advice had to be highly innovative and proactive,” said corporate partner Robert Postema.
As well as Grieve and Postema, the key partners working on the deal were Ros Persaud, dispute resolution in Sydney, Craig Wappett, corporate partner in Brisbane, and Owen Keen and James Dickson, both corporate partners in Adelaide.