Leading firms assist as energy giant makes $2.9bn acquisition

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Five leading law firms have confirmed their involvement in one of the largest M&A deals in the energy and resources sector this year.

Brookfield Business Partners and its institutional partners, as well as Macquarie Capital and its institutional partners, have agreed to sell Quadrant Energy to Santos Ltd for US$2.15bn, or about $2.94bn.

Herbert Smith Freehills (HSF) and Clayton Utz played lead roles in the deal, which also involved King & Wood Mallesons (KWM), Allens, and Gilbert + Tobin (G+T).

The announcement of the deal comes just weeks after Quadrant found more oil and gas in the Dorado well. Carnarvon Petroleum, Quadrant’s partner in Dorado, said the find has about 171 million barrels of oil, making it one of the largest ever oil discoveries in the north-western shelf.

HSF acted for Santos with a team, led by partner Robert Merrick, which included partners Baden Furphy, Matthew Bull, Quentin Digby, Miles Bastick, and Elizabeth Macknay.

HSF also fielded executive counsel Ben Landau, as well as senior associates Jane Ballard, Mark Hatfull, Chelsea Herman, Dylan McIntyre, Anna Coroneo, Kristen Hammond, Owen Alcorn, and Keara Stretton. Associates from across the firm’s Perth, Melbourne and Sydney offices also worked on the deal.

Nick Heggart from Greenwoods & Herbert Smith Freehills also advised Santos on tax matters.

Clayton Utz was the lead legal adviser of the consortium led by Brookfield and Macquarie Capital. The firm said that the transaction marks the culmination of more than a year of intensive due diligence, structuring, and negotiations after Quadrant’s owners decided to sell the business rather than conduct an IPO.

Clayton Utz partner Emma Covacevich led the firm's transaction team.  Partner Stuart Byrne led on IPO matters, while partner Peter Feros led on tax advice. Special counsels Ben Cansdale and Johnson Lo, senior associates Katy Warner and Kaz Field, and senior lawyer Kwan Leung also provided expert advice.

KWM advised Brookfield. The firm said that the acquisition is fully funded from existing cash and a newly committed US$1.2bn debt facility.

The KWM team was led by partner Adrian Perkins, who said the firm has advised Brookfield in its full investment cycle on Quadrant.

Allens assisted Macquarie with a team led by corporate partner Emin Altiparmak and tax partner Craig Milner.

G+T took the lead for Wesfarmers, with a team led by corporate advisory partner Justin Mannolini, senior associate Matt Watkins and lawyer Anthony Pizzolato. Tax partner Muhunthan Kanagaratnam supported the team.

Brookfield and its institutional partners hold a 48.3% stake in Quadrant. Macquarie Capital holds a 21.8% interests. Macquiarie’s institutional partners are The Australian Energy Consortium, Wesfarmers and AMB Holdings. Westfarmers and AMB each own 13.2% of Quadrant. Quadrant management owns the remaining stake in the company.

The deal, which is subject to regulatory approvals, is expected to complete late this year or early next year.