Mergers & Acquisitions

Resource Evaluation & Advisory

APPEA Brisbane Qld
May 2013
Deloitte LLP and affiliated entities.
Corporate Tax
International and M&A Tax
Transfer Pricing
Indirect Tax
Global Employer Services
Tax
Human Capital
Strategy & Operations
Technology
Consulting
Corporate Finance
M&A Transaction Services
Valuation Services
Forensic & Dispute Services
Reorganization Services
Financial Advisory
Control Assurance
Risk Consulting & Regular
Services
Capital Markets
Enterprise
Risk Services
Assurance & Advisory
High Value Transaction
Private Company Services
Audit
Financial Advisory
Core Service Pillars
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Valuation Reorganization M&A Transaction Forensic & Dispute Corporate Finance
Business and intangible
asset valuations
Fairness opinions
Goodwill impairment
Pricing analysis
Purchase price allocation
Structured finance
Real estate
Resource Evaluation &
Advisory
Technical & strategic advisory
services
Asset evaluations, resource
studies and business
optimization
Advisory services
Insolvency services
Liquidation
Loan portfolio
management
Performance improvement
Turnaround
M&A strategy
Acquisition due diligence
Lender due diligence
Sell side advisory
AIM listings
IPO readiness
Real estate advisory
Target screening
SPA advisory
Post merger integration
Analytical and forensic
technology
Anti-corruption services
Anti-money laundering
Arbitrational and dispute
resolution
Business insurance
consulting
Class action services
Construction advisory
Expert witness
Forensic audit assistance
Forensic investigations
Litigation advisory
Capital raising and
advisory
Flotations, acquisitions,
and reverse takeovers
Mergers, acquisitions and
divestitures
Private equity fundraising
Public-private partnerships
Strategic advice and value
enhancement and
realizations
350+ Professional Staff 60+ Partners & Associate Partners Financial Advisory Canada
Deloitte Canada at a glance
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Deloitte LLP and affiliated entities.
Financial, tax, IT, and commercial due
diligence
Transaction execution, closing and post
closing support
Integration advisory
Vendor due diligence
Corporate Finance Advisory
Upstream / Unconventional / mid-
stream / downstream / equipment
& services
Lead advisory
Management buy-outs and ins
Buy-side and sell-side
Privatisations, partnerships & joint
ventures
Asset & corporate acquisition /
disposal
Portfolio rationalisation
Public / private
Global & regional search
mandates
Acquisition structuring advisory
Acquisition financing advisory
Acquisition and merger integration
Cost reduction
Assisting with assessing and redefining
a competitive strategy
Assisting with developing and
implementing a divestiture strategy
Assisting with the development of
corporate and technological strategies
to increase innovation and growth
Acquisition structuring
Developing foreign tax strategies
International tax
Indirect tax
Transfer pricing
PetroView: Oil and gas upstream
data management and analysis
PetroScope: Economic modelling to
manage uncertainty
PetroReports: Suite of upstream oil
and gas reports
Global Network of
Oil & Gas Experts
Tax Advisory
Consulting
Transaction Services
Petroleum Services Group
Deloittes value proposition for the energy industry
2
Technical Advisory
Reservoir engineering
Geosciences
Resource Studies
Resource Evaluation & Advisory
A single point of contact for your requirements
Deloitte LLP and affiliated entities.
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Services
Reservoir Engineering
Year end corporate evaluations/audits and reports for regulatory
agencies and financial institutions
Government regulatory application filings
Geological, engineering, and economic evaluation services for
fledging enterprises and start-up companies
Computer simulation modeling for optimizing reservoir recoveries
Geosciences
Resource assessments and resource studies
Geological and subsurface mapping of reserves
Evaluation of exploratory and/or undeveloped lands
Prospect evaluation and play analysis
Property development strategies
Petrophysical analysis
Full complement of geophysical software and experience
Advanced geotechnical analysis
Advisory
Advising senior management on specific opportunities involving
acquisition or divestiture assets
Expert witness testimony
Private & Confidential
Deloitte acquired AJM Petroleum Consultants, one of the leading reservoir engineering
and geological consultancies in North America to provide a consolidated M&A, financial
and technical offering
Overview
Approx 50 employees
Technical staff includes 27 members of APEGGA
19 Registered Professionals
8 MITs (members in training)
Exploration & Production (E&P) experience held by 14 of
19 Registered Professionals
Executive/Senior Management E&P experience held by 6
of 19 Registered Professionals. Companies include
CNRL, Talisman, Encana, Encor, Amoco, Marathon,
Crestar, Rigel, Murphy, Westward
E&P experience held in core areas: CBM, Shale Gas,
Heavy Oil, Tight Gas, Unconventional Oil Reservoirs, ER-
EOR
Resource Evaluation & Advisory (REA)
Deloitte LLP and affiliated entities.
Acquisition and divestiture services
REAs expertise:
Independent engineering reports that define what is being acquired/divested
Detailed evaluation of the key properties and production
Extensive analysis of key factors influencing current and future potential
Evaluation of exploratory and/or undeveloped lands
Assessment and/or provision of exploitation enhancement plans
Economic analysis and cash flow forecasts
Consideration of the effect of price forecasts on transaction value
Transaction advice; bidding strategies
Reports and/or conversions provided in Mosaic, Energy Navigator, World PEEP
Intimate knowledge of industry reserve definitions and standards
Canadian Oil and Gas Evaluation Handbook (COGEH) and the Petroleum
Resources Management System (PRMS)
Well versed in regulatory regimes for securities filings
NI 51-101 (Canada), SEC (US), AIM (UK), PRMS (Australia, Hong Kong)
REA reports have been used for securities filings with the Toronto, New York,
London, Oslo and other international exchanges
4
Deloitte LLP and affiliated entities.
Acquisition and divestiture services
REAs expertise:
Over $13 Billion of transaction evaluation support over the past few years
Acquisitions in excess of $7 Billion: TAQA ($5.5B), Anadarko ($1.0B) plus
numerous smaller asset purchases (>$0.5B)
Divestitures in excess of $6 Billion: Talisman ($4.0B), Devon ($1.0B),
Samson ($1.0B) plus many more smaller companies
Work relationship with all major marketers in Canada:
RBC Rundle, Scotia Waterous, Macquarie, CIBC World Markets, TD
Securities, Sayer Energy Advisors
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Deloitte LLP and affiliated entities.
REAs A&D evaluation process
Meet with client
Access data
Clarify project scope and
deliverables
Generate database(s)
Review/analyze/prepare
geological
parameters/maps
Review/analyze/prepare
production and reserve
forecast
Categories include
contingent
resource, 3P, 2P,
and 1P
Review/analyze/prepare
operating and capital cost
history/projection,
royalties, and product
pricing
Prepare economic model
Liaise with client, discuss
additions/changes/needs
Prepare draft for client
Provide draft report to
client
Discuss any late
additions or changes
Client to sign-off on draft
Prepare final report
Deliver to client
Evaluate Assets Final Report Initial Project Client Review
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Deloitte LLP and affiliated entities.
Our suite of M&A services Oil and gas
M&A Lifecycle
Our suite of M&A services
Deloitte is the only professional services firm with the breadth and depth to offer a fully integrated suite of M&A services including a global footprint of
over 3,000 M&A professionals and a team of 50 in-house technical oil and gas experts through REA.
Our value proposition
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Deloitte LLP and affiliated entities.
Our suite of M&A services Oil and gas
Deloitte, one of Canada's leading professional services firms, provides audit, tax, consulting, and financial advisory services. Deloitte LLP, an Ontario limited liability partnership, is the Canadian member firm of Deloitte Touche Tohmatsu Limited. Deloitte operates in
Quebec as Deloitte s.e.n.c.r.l., a Quebec limited liability partnership.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of
the legal structure of Deloitte Touche Tohmatsu Limited and its member firmsDeloitte & Touche LLP and affiliated entities.
Deloitte LLP and affiliated entities.
Contact us
For more information about how Deloitte can help add value to
your M&A process, please contact one of our local M&A
professionals below:
Deal size: $19.0 billion
Purchase Price Allocation and
Post Merger Integration work
related to Petro-Canada merger
Financial and tax due diligence in
connection with multiple acquisitions
including:
Villanova Energy ($123.1m)
Gibraltar Exploration ($186.5m)
Wave Energy ($665.3m)
TriAxon Resources ($248.7m)
Wild River Resources ($136.3m)
Financial and tax due diligence in
connection with an equity and
project level investment in Penn
West Energy Trust
Deal size: $1.3 billion
Numerous valuation and M&A
advisory assignments.
M&A Qualifications
Advisory role in relation to the
formation of the TPG Partnership
by BP Canada and Value
Creation Inc.
Financial and tax due diligence and
M&A advisory in connection with
acquisition of a gas field asset from
Encana.
Deal size: $152 million
M&A Qualifications
AJ M Deloitte has prepared reserve
evaluations related to various
domestic asset dispositions.
AJ M Deloitte conducted reserve
evaluations and provided advisory
support in relation to the
acquisitions of Prime West Energy
Trust and Pioneer Canada Ltd.
Aggregate deal size: $5.5 billion Aggregate deal size: In excess of $4
billion
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J eff Lyons
Partner | Financial Advisory Leader,
Calgary
Email: jlyons@deloitte.ca
Tel: (403) 267-1708
Robin Mann
Partner | Resource Evaluation &
Advisory
Email: rcmann@deloitte.ca
Tel: (403) 648-3210
Michael R. Smith
Partner | M&A
Tax Email:michaesmith@deloitte.ca
Tel: (403) 267-0661
Barry Ashton
Executive Advisor | Resource
Evaluation & Advisory
Email: bashton@deloitte.ca
Tel: (403) 648-3232
J amie Avey
Senior Manager | M&A Transaction
Services
Email: javey@deloitte.ca
Tel: (403) 503-1353
J ohn Abbott
Senior Advisor | Capital Markets
Advisory
Email: joabbott@deloitte.ca
Tel: (403) 267-1809
Deloitte LLP and affiliated entities.
Merger strategy
development
Target
screening &
identification
Preliminary due
diligence
(financial,
operational &
strategic)
Projected
synergies and
value drivers
Negotiate letter
of intent
Definitive
due diligence
Negotiate final
transaction
Implementation
and transaction
closing
preparation
Closing and
execute
implementation
plan
Implementation planning
Phase 1 Phase 2 Phase 3
Phase 4
Board or
steering
committee
approval
Completed
letter
of intent
Term
sheet
Executed
purchase
agreement
Transfer of
ownership /
closing
documentation
Develop and Review
M&A strategy and
development of
acquisition criteria
Deloittes integrated capability throughout the M&A
process
Analyze tax cash flows post completion
Determine how buyers can minimize
transaction costs and post completion taxes
Determine how buyer can protect themselves
against post completion taxes
Advise how management can be incentivized
tax effectively
Assisting in the development of an overall
strategy including investment and negotiation
strategy, define action plans with timeframe
and steps to be taken
Determine relative fair market value of
targeted company by performing valuation
analysis using industry standard valuation
methodologies
Assist in the structuring of offers and
negotiation of Sale and Purchase Agreement
(the SPA) and other relevant transaction
documentation together with the your legal
advisor
Assist in the coordination of information flow
between the sellers and the buyer
Understand potential contingencies and
commitments
Understand underlying profitability of the
target
Determine impact of accounting policies and
financial reporting process
Assess the quality of management and
information
Convert diligence findings into value
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M&A Advisory
Tax Structuring & Due Diligence
Financial Due Diligence
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Deloitte LLP and affiliated entities.
Global
footprint
Full suite of
due
diligence
and other
transaction
services
Tax
structuring
and
optimization
Lead
complete
M&A
advisory
Independent
advice
Advisory
for
upstream
A&D
activities
Technical
Oil & Gas
team
Competitive
fee for
service
arrangements
Research,
trading
and
financing
Deloitte
Other
Big 4
Full service
I-banks
Boutique
I-banks
Our value proposition
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Deloitte LLP and affiliated entities.
Our global M&A network
With more than 3,000 dedicated M&A specialists around the globe, Deloitte delivers
comprehensive financial advisory, tax and consulting services to both private equity investors and
strategic corporate buyers
The breadth and depth of Deloittes global network allows our team to
execute successful transactions locally and globally
Canada &
United States
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Detroit
Los Angeles
Montreal
New York
Toronto
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Latin & South
America
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Mexico City
Santiago
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New Zealand
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Middle East
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Omar
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Egypt
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