Energy Companies

Developments

Anadarko in 3-way merger with KerrMcGee - Western Gas

Energy Ptnrs makes competing offer for Stone Energy

ConocoPhilips closes acquisition of Burlington Resources

Southern Union to buy Sid Richardson Energy for $1.6B

Occidental Petroleum to buy Vintage Petroleum

Chesapeake Energy buys Columbia Natural Resources

Norsk Hydro to buy Spinnaker Exploration

Canadian energy trusts to merge; List on NYSE

CNOOC drops bid for Unocal; Chevron closes

Shareholders approve Royal Dutch / Shell unification

Dynegy sells natural gas business for $2.5 billion

SEC investigates Calpine's oil & gas reserves

Calpine sells English generating plant for $906 million

Kerr-McGee stock buyback settles Icahn threat

Chevron changes its name from ChevronTexaco

Select Companies

BP Plc

Chevron

Conocophillips

Exxon Mobil

Petrochina Company Ltd

Valero Energy

Notable Transactions

Kerr-McGee / Western Gas / Anadarko Three-Way Merger

Anardarko to buy Kerr-McGee in two cash mergers

Two deals valued at $21.1B

Announced 6.23.06

Advisors

Anadarko: UBS / Credit Suisse / Citigroup / Goldman Sachs / Akin Gump
Kerr-McGee: Lehman / JP Morgan / Covington & Burling
Western Gas: Petrie Parkman / Morgan Stanley /
Skadden Arps

Agreements

Merger agreement (Kerr-McGee)
Merger agreement (Western Gas)
Voting agreement (Anardarko)

Stone Energy Competing Offers

Energy Partners makes a competing offer

Tops current value of Plains Exploration deal by 26%

As value of Plains Exploration deal has fallen
As its stock has fallen from $42 to $34 since signing
PXP stock chart

Terms of competing proposal from Energy Partners

Offers $52 in cash and stock per SGY share
Announced 5.25.06

Original deal with Plains Exploration

$1.46B all-stock merger
Valued SGY at $52.46 per share at signing
Announced 4.24.06
Merger agreement
Lock-up voting agreement

Sid Richardson Energy / Southern Union LP Interest Purchase

Southern Union to buy natural gas company for $1.6B

Target is privately-held
SUG stock chart

Announced 12.12.05

Advisors

SUG: Merrill Lynch / Fleischman & Walsh / Kasowitz Benson
Sid Richardson: Lehman / Kelly Hart

Agreements

Purchase agreement

Burlington Resources / ConocoPhilips Stock - Cash Merger

COP to buy leading natural gas company for $35.6B

$46.50 plus 0.7214 COP share, per BR share

Valued at $92 per BR share
COP stock chart

Advisors

COP: Goldman / Citigroup / Wachtell Lipton
BR: Morgan Stanley / JP Morgan / Fried Frank

Announced 12.12.05

Closed 3.31.06

Proxy solicitation

Amendment #2 2.17.06
Amendment #1 2.14.06

Form S-4 1.11.06

Agreements

Merger agreement

Magnum Coal / Arch Coal Sale of Coal Mining Operations

Announced 12.31.05

Form 8-K

Agreements

Purchase and sale agreement

Interim communications

Slide presentation 11.02.05

Vintage Petroleum / Occidental Petroleum Stock-Cash Merger

$3.9 billion acquisition, including assumed debt

$20 plus 0.42 OXY share, per VPI share

Advisors

OXY: CSFB / Lehman / Sullivan & Cromwell
VPI: Petrie Parkman / Goldman Sachs / Conner & Winters

Announced 10.13.05

Proxy solicitation

Form S-4 Amendment #1 12.19.05

Form S-4 11.15.05

Table of contents

Agreements

Merger agreement

Interim communications

Slide presentation 11.02.05

Columbia / Chesapeake Energy Cash Merger

Chesapeake Energy buys natural gas producer

For $2.2 billion in cash
Target is owned by an affiliate of
Morgan Stanley Capital Partners

Announced 10.03.05

Press release

Closed 11.16.05

Agreements

Purchase agreement

Spinnaker Exploration / Norsk Hydro ASA Cash Merger

Norwegian company to buy US oil exploration company

For $65.50 per share; $2.45 billion total
Boosts Norsk Hydro presence in Gulf of Mexico

Advisors

Norsk Hydro: Bracewell & Giuliani
Spinnaker: Vinson & Elkins

Announced 9.19.05

Closed 12.14.05

Form 15

Proxy solicitation

Definitive proxy statement 11.10.05

Preliminary proxy statement 10.06.05

Agreements

Merger agreement

Unocal / Chevron / CNOOC Cash Election Merger - Competing Bid

Largest oil sector deal since 2001

Chevron wins Unocal after sweetening its initial offer
CNOOC (China) dropped competing offer 8.02.05

Maintains it would have increased its offer
but for US political resistance

SEC no-action letter

Initial Chevron deal: $62.07 per share

$16.8 billion, stock and cash
$18.4 billion, including assumption of debt

CNOOC (China) offers $67 per share, $18.5 billion total

8% higher than Chevron's signed agreement
Subject to Exon-Florio review
even though Unocal is in a commodity business

Revised Chevron deal: $63.01 per share

CNOOC bid now 6.3% higher
CNOOC maintained its offer was superior

Original Chevron deal 4.04.05

Press release
Slide presentation
75% stock / 25% cash
Cash election, subject to proration
Merger consideration
Valued at $62.07 on announcement
4% discount to prior day's close
Unocal was up 50% in 2005 over M&A rumors
Buyer (DE) / Target (LA)
Forward triangular merger with cash election

Revised Chevron deal 7.20.05

Amends merger agreement
60% stock / 40% cash
168 million Chevron shares / $7.5 billion cash

Cash election, subject to proration:

$69.00
1.03 Chevron share
$27.60 plus 0.618 Chevron share

Valued at $63.01 on announcement

Joint press release 7.20.05
Slide presentation

Competing offer from CNOOC Ltd (China)

CNOOC press release 6.23.05
Unocal response / Chevron response
CNOOC offer subject to Exon-Florio review
Increasing Chevron's timing advantage
Unocal meets with CNOOC / gets Chevron waiver

Unocal board met on 7.14.05

CNOOC was expected to raise offer beforehand
Failed to do so before Unocal board meeting
Said to have offered a $2.5 billion break-up fee
Unocal board reported to have met again on 7.17.05

Closed 8.10.05

Advisors

Chevron: Lehman / Pillsbury Winthrop
Unocal: Morgan Stanley / Wachtell Lipton
CNOOC: Goldman Sachs / JP Morgan / Davis Polk

Agreements

Notable terms (Original agreement)

Cash election provision - § 1.4
Seller representations - Article 3
Internal control representation - § 3.10
Environmental representation - § 3.19
Hydrocarbon contracts representation - § 3.21
Buyer representations - Article 4
Board recommendation to shareholders - § 5.2
Target employees - § 6.5
No shop covenant - § 7.9
Break-up fee - § 10.5, Up to $500 million (2.9%)

Chevron proxy solicitation

Proxy statement supplement

Wins ISS support 8.01.05

Proxy statement 7.01.05

Table of contents

Form S-4 5.26.05

Table of contents
Developments
Risk factors
Background
Tax consequences
Regulatory approvals
Appraisal rights
Morgan Stanley fairness opinion
Interests of Unocal management
Merger agreement summary
Merger consideration
Covenants
Representations
Closing conditions
Termination (including Break-up fee)
Comparison of shareholder rights:
◊ Chevron (DE)
◊ Unocal (DE)

Fairness opinions

Seller: Morgan Stanley

Proxy statement disclosure

Interim Communications

Unocal to sell Western Canadian assets 5.10.05
ChevronTexaco changes its name 5.09.05

Premcor / Valero Energy Cash Election Merger

Creates largest oil refiner in North America

$8.0 billion acquisition
Would leapfrog Exxon Mobil in refining capacity
Continuing consolidation in refining industry
expected to draw FTC scrutiny
Summary

Deal terms

50% stock / 50% cash
Cash election, subject to proration
Valued at $72.76 on announcement
4% discount to prior day's close
Unocal was up 50% in 2005 over M&A rumors
Buyer (DE) / Target (DE)
Direct statutory merger with cash election
$150 million break-up fee (~1.8%)

Advisors

Valero: Lehman / Wachtell
Premcor: Morgan Stanley / Stroock

Announced 4.25.05

Closed 9.01.05

Agreements

Merger agreement

Notable terms

Merger consideration / cash election - § 3.1
Treatment of stock options - § 3.2
Seller representations - § 4.1
Buyer representations - § 4.2
Reasonable best efforts covenant - § 6.3
No shop covenant - § 6.4
Target management indemnification - § 6.6
Quarterly dividends - § 6.6
Break-up fee ($150 million) - § 8.2(b)
Affiliate letter

Proxy solicitation

Form S-4 5.19.05

Fairness opinions

Seller: Morgan Stanley

Proxy statement disclosure

Royal Dutch Shell Reorganization Reorganization

Historically two separate companies

Royal Dutch Petroleum Company (Netherlands)
The "Shell" Transport and Trading Company plc (UK)
Affiliated through a 60%:40% share arrangement
Reorganization of dual company structure approved by shareholders 6.28.05

Will become subsidiaries of new holding company
Royal Dutch Shell plc

Incorporated in UK; headquartered in The Netherlands
One Board; Non-exec Chairman; "American style" CEO

Expected closing 7.20.05

Press release 5.19.05

Slide presentation 5.25.05
Deal FAQs

Exchange offer

Form F-4 5.18.04

Announced 10.28.04

Lukoil (Russia) / ConocoPhillips Strategic Investment

Strategic investment in Russian oil company

$2 billion investment for 7.6% stake
Joint venture to develop resources in Russia
Summary

Announced 9.29.04

Agreements

Shareholder agreement

RAG Coal / Peabody Energy Subsidiary Sale

Acquisition by world's largest private coal company

Buys Australian, Venezuelan and certain US coal operations of RAG Coal International for $441 mm
Form 8-K 3.10.04

Agreements

Stock purchase agreement 2.29.04
Share purchase agreement 2.29.04

Exxon / Mobil Stock Merger

Exxon acquires Mobil for $77B in stock

One of the largest-ever US M&A deals

Announced 12.01.98

Press release
Parties confirm merger discussions 11.27.98

Deal documents

Mobil proxy statement 4.08.99
Merger agreement Scroll down
Lock-up stock option agreements Scroll down

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