advises Prax Group on ?249 million offer to acquire …

Prax is a British multinational independent refining, storage, distribution and sales conglomerate dealing in crude oil, petroleum products and biofuels. The acquisition, which is governed by the UK Takeover Code, is intended to be implemented by way of scheme of arrangement for a total potential consideration of GBP249 million. The deal will see Prax gain significant upstream capability and management know-how to complement its current extensive mid-stream and downstream offering.

It is a long-awaited and key milestone in Prax’s strategic aim to become fully integrated and will provide a platform from which its upstream division will grow. Hurricane is the holding company for the wider Hurricane group, which has a portfolio of contiguous offshore licences on the UK Continental Shelf, West of Shetland. It was established to discover, appraise and develop hydrocarbon resources from naturally fractured basement reservoirs.

The Pinsent Masons team devised a bespoke consideration structure, comprising an element of guaranteed cash consideration payable by Prax, dividend payments upon the Scheme becoming effective and a deferred consideration component, which also incorporates a loan note alternative. It is the intention for the deferred consideration units to be capable of being traded on a matched bargain facility following the Scheme becoming effective, which is another innovative feature of the transaction structure. The team advising Prax is being led by Corporate partner Rosalie Chadwick and public M&A specialist Adam Cain, supported by a core Corporate team of Chris Watts, Amy Moore, James Laird, Robert Lawless, and Hannah Docherty.

Other key members of the transaction team are Eloise Walker and Jamie Robson from a tax perspective and Lynette Jacobs and Brit Dodds who are assisting with incentives advice. Commenting on the deal Rosalie Chadwick said: “This is a highly complex deal which again demonstrates our ability to undertake sophisticated public M&A transactions alongside our significant oil and gas expertise. We are very pleased to be assisting Prax on this transformational acquisition, which marks an important milestone in the company’s development as it seeks to become fully integrated through establishing its upstream capability.

We continue to support our clients on strategically significant deals in the oil and gas sector.”