Well guys,
I really don't like opening up a new thread. Neither do I think this will be a sustaining discussion point but I really thought I want to bring this to the attention of all because it is pretty significant and casts a light on the COP/WPL deal.
Note that since WPL and COP's announcement this one tidbit have been swirling in my head.. I knew I read something about it in the 2002Model JOA but couldn't lay my fingers on it.
I'VE NOW FOUND IT!! Here it is.. Make of it what you will:
As background ...Article 12.3(C) of the 2002 Model JOA deals with "Change in Control" event ( as we have here.. Change of Control of the COP BV)
Now, let's leave aside the issues of "non-compliance" with proper notice under the JOA ( which FAR asserts) for the moment... and let's just think about the "completion" event that was announced over the weekend. In this respect Clause 12.3(C)(3) specifically states the following (I'm copying verbatim):
...." No Party may acquire the acquired Party's Participating Interest pursuant to this Article 12.3(C) unless and until completion of the Change in Control. If for any reason the Change in Control agreement terminates without completion, the other Parties' rights to acquire the Participating Interest subject to he proposed Change in Control shall also terminate."
Note: "Party"/"Parties" refer to the remaining parties in the JV (COP, Petrosen, FAR)
Is this the masterstroke by FAR.. keeping its silence... not stirring sleeping dogs ...so as to allow that this pre-condition stipulated in this clause (to be able to exercise PE ) first be met???
Food for thought!!
Big question... does these provisions exist in the operative JOA?? If not, then maybe FAR still needed this "completion" to first play out so that, if purposive interp is given to the current operative JOA, this criterium (i.e. completion of Change in Control must first take place) would have been met and the Parties rights can not be lost/fall away as the Change in Control agreement can now not be "unwound" by either COP or WPL.
Hmmmm.
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- The Deal HAD to Complete!!.
Well guys, I really don't like opening up a new thread. Neither...
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