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17 Oct 2019

Media Release: Clayton Utz advises ConocoPhillips on $US1.39 billion sale of Australia-West assets to Santos Limited

Sydney, 17 October 2019: Clayton Utz has acted as legal advisers to NYSE-listed ConocoPhillips on its arrangements with Santos Limited to acquire ConocoPhillips' Australia-West and East Timorese assets and operations for $US1.39 billion ($A2.2 billion), announced to the market on 13 October.

Led by Corporate partner and energy and resources specialist Emma Covacevich, a cross-specialist Clayton Utz team worked alongside ConocoPhillips' legal, tax and commercial teams for over six months on all aspects of this strategic sale process. Other core team members were partners Peter Feros (Tax), Saul Harben (Workplace Relations), Cameron Gascoyne (IT/IP) and Linda Evans (Competition), and senior associate Katy Warner (Corporate, Energy and Resources).

Under the terms of the deal, ConocoPhillips will sell all of its Australian and East Timorese assets, with the exception of its interest in the Australia Pacific LNG (APLNG) project.

The assets comprise a 37.5% interest in the Barossa project and Caldita Field, its 56.9% interest in the Darwin LNG facility and Bayu-Undan Field, its 40% interest in the Poseidon Field, and its 50% interest in the Athena Field. ConocoPhillips will retain its 37.5% interest in the APLNG project.

Emma said the team welcomed the opportunity to work with ConocoPhillips on a transaction of such scale and strategic significance to the business. "We enjoyed the challenge of being able to bring our team's expertise across a whole range of areas – in this case, tax, intellectual property, corporate, competition, and oil and gas – to navigate often complex issues and achieve a great outcome for our client. We congratulate both ConocoPhillips and Santos and their teams on reaching an agreement that meets both of their strategic objectives."

Subject to securing all necessary regulatory approvals, the sale will take retrospective effect from 1 January 2019, with completion expected in the first quarter of 2020.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.