September 22-23, 2014 JW Marriott Houston Houston, TX

Transcription

1 COurse Energy Joint Ventures JW Marriott Houston is authorized by IACET to offer 1.0 CEUs for the course. is authorized by CPE to offer 12.0 credits for this program. 1

2 Overview This course will provide comprehensive in-depth training for those in the energy sector who are involved in developing, owning or financing operating assets or activities in a multi-owner context, with a special focus on the oil and gas industry. Developers, consultants, attorneys, asset managers, accountants, tax professionals, lenders and other participants in the energy sector will benefit from this course, regardless of their level of experience. The course instructors have extensive experience in all aspects of the formation and operation of joint ownership structures and will provide practical and useful training on the process of deciding on an appropriate legal form of ownership, drafting and negotiation of venture agreements, tax, accounting and operational matters. Who Should Attend Representatives of companies considering a joint venture or currently owning interests in joint ventures In-house counsel Business development personnel Tax and finance personnel Developers Industry consultants Attorneys Asset managers Accountants Tax professionals Lenders Learning Outcomes Discuss what joint ventures are, in what legal forms they exist, why they are important, and how they are used Review tax issues and provisions including fundamentals of allocations and capital accounting Identify financing issues associated with joint ventures Analyze management structure and operations provisions Evaluate ways to resolve deadlocks Plan transfer restrictions and exit strategies Review accounting issues Review in-depth a sample joint venture agreement with specific negotiating/drafting issues and guidance REGISTER 4601 TODAY! DTC Blvd., CALL Suite OR VISIT 2

3 Agenda Monday, September 22, :00 8:30 a.m. registration and Continental Breakfast 8:30 8:45 a.m. introduction/overview 8:45 10:00 a.m. Overview and Choice of Entity Limited liability companies Partnerships JOAs taxed as partnerships vs. JOAs which opt out of tax partnership treatment Corporations Liability, income tax, self-employment tax, management, and other considerations 10:00 10:30 a.m. Overview of the Joint Venture Agreement Characteristic features of the oil and gas industry Nature and timing of cash flows Determination of success Typical provisions of joint venture agreements 10:30 10:45 a.m Morning Break 10:45 a.m. 12:00 p.m. Specific Issues in Joint Venture Agreements Describing the purpose/duration of the venture Providing for initial and ongoing capital contributions Admission of new members Transfer restrictions and exit strategies Financing provisions 12:00 1:00 p.m. Group Luncheon 1:00 2:15 p.m. Specific Issues in Joint Venture Agreements (Continued) Management structure and operations Deadlock resolution Defaults and remedies Dispute resolution Amendments 2:15 2:30 p.m Afternoon Break 3

4 Agenda Monday, September 22, 2014 (CONTINUED) 2:30 3:45 p.m. Accounting Issues in Joint Venture Agreements Whether a separate entity has been formed to own the oil and gas activities or not, the evaluation of the appropriate accounting model is often complex. We will look at: Accounting for joint operations o Pro rata consolidation o Joint interest billings Accounting for an investment in a legal entity o Consolidation o Equity method of accounting o Cost Other complexities in reporting o Variable interest entities o Production payments o General partner control issues 3:45 4:30 p.m. Panel Discussion Real-world challenges and solutions in joint ventures Tuesday, September 23, :00 8:30 a.m. continental Breakfast 8:30 9:45 a.m. Tax Issues and Provisions in Joint Venture Agreements Distribution waterfall (the heart of the deal) Allocations ( layer cake allocations vs. targeted allocations) 704(c) methods: What are they? Why do they matter? Interplay between allocations and distribution provisions to other commercial provisions, such as buysell, drag along, tag along and financing default provisions Tax matters partner Anticipating and drafting for potential tax consequences of an exit by one party and for distributions of noncash assets (including mixing bowl issues) Tax elections Disguised sales 9:45 10:00 a.m. Morning Break 10:00 11:45 a.m. In-depth Review of a Sample Joint Venture Agreement Specific negotiating/drafting issues and guidance 11:45 a.m. course Assessment and Adjournment 4

5 INSTRUCTORS John T. Bradford / Attorney / Liskow & Lewis Mr. Bradford practices energy and natural resources taxation at the state, federal, and international levels. His practice involves advising clients on the tax consequences of their acquisitions, dispositions, hedging activities, and day-to-day business operations. He has represented clients before the Internal Revenue Service on audit, administrative appeal, and for private letter ruling requests. He has extensive experience in the energy and natural resources industry, having practiced for more than 18 years as a tax lawyer for Exxon Corporation (now Exxon Mobil Corporation), having worked in energy and natural resource investment banking at JP Morgan Securities, and having most recently advised clients as a principal in KPMG LLP s Washington National Tax practice. Mr. Bradford is a frequent speaker on energy and natural resource taxation matters, having presented to the American Petroleum Institute Federal Tax Forum, the University of Texas Parker C. Fielder Oil and Gas Tax Conference, the Rocky Mountain Mineral Law Foundation, the American Bar Association Section of Taxation Energy and Environmental Taxes Committee, the Houston Bar Association Tax and Oil and Gas Sections, the South Texas College of Law Energy Symposium, and KPMG LLP s Global Energy Conference. His articles have been published by The Journal of Taxation, the Rocky Mountain Mineral Law Foundation, Oil, Gas & Energy Quarterly, Oil and Gas Financial Journal, and the KPMG Global Energy Institute. Mr. Bradford has been a guest lecturer on oil and gas taxation at Georgetown University School of Law and currently is Adjunct Professor at the University of Illinois College of Law, where he teaches a course on Energy and Natural Resources Transactions, including energy and natural resource taxation. Eric Dulany / Director / BKD, LLP Eric is the leader of BKD s national energy practice and is chairman of the energy and mining group for Praxity, AISBL, a global alliance of independent firms. Prior to joining BKD, Eric worked 12 years for PricewaterhouseCoopers in both the Houston and London offices. Eric has spent nearly 15 years in public accounting serving energy clients throughout the US, Europe, Africa and Asia. His clients have spanned the energy industry segments, from exploration and production to midstream to downstream to oilfield services, and he has worked with many different types of energy clients from small independent producers to large integrated oil and gas companies. Eric has substantial experience with SEC and IFRS reporting, regulatory reporting and compliance. Eric also completed a two year tour in London where he served a large IOC, a large oilfield services client and an AIM listed oil and gas client. Operations for which he was responsible while in London included the North Sea, Europe, Africa and Kazakhstan. Eric is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Eric has been an instructor at the Advanced International Program in Oil and Gas Financial Management at the University of Texas at Dallas. He is a contributing author and instructor to many oil and gas and audit methodology courses as well as many industry thought leadership articles. Richard Roth / Partner / Jackson Walker LLP Richard S. Roth s primary areas of practice are securities offerings, corporate finance transactions and mergers and acquisitions. Mr. Roth is co-head of his firm s Houston corporate practice and has been involved in numerous financing transactions, including financings for partnerships and joint ventures in the energy, construction, real estate and manufacturing sectors. He began his career in the Division of Corporation Finance at the Securities and Exchange Commission in Washington, D.C. 5

6 Instructional Methods Case studies and PowerPoint presentations will be used to instruct this course. Requirements for Successful Completion of Program Participants must sign in/out each day and be in attendance for the entirety of the course or higher to be eligible for continuing education credit. iacet Credits has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this accreditation, the (organization name) has demonstrated that it complies with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, (organization name) is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard. is authorized by IACET to offer 1.0 CEUs for the course. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion. is authorized by CPE to offer 12.0 credits for this program. Program Level - Beginner Group Method - Live Prerequisites - None EVENT LOCATION A room block has been reserved at the JW Marriott Houston, 5150 Westheimer Rd, 77056, for the nights of September 21-22, Room rates are $209, plus applicable tax. Call for reservations and mention the course to get the group rate. The cutoff date to receive the group rate is August 21, 2014, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. PROCEEDINGS A copy of the course proceedings will be distributed to attendees at the event. REGISTER 4601 TODAY! DTC Blvd., CALL Suite OR VISIT 6

7 REGISTRATION INFORMATION Mail Directly To: Electric Utility Consultants, Inc. () 4601 DTC Blvd., Ste. 800 OR, scan and to: please register the following Energy Joint Ventures : US $1395 Early bird on or before September 12, 2014: US $1195 EVENT LOCATION A room block has been reserved at the JW Marriott Houston, 5150 Westheimer Rd, 77056, for the nights of September 21-22, Room rates are $209, plus applicable tax. Call for reservations and mention the course to get the group rate. The cutoff date to receive the group rate is August 21, 2014, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. ENERG ZE WEEKLY s Energize Weekly newsletter compiles and reports on the latest news and trends in the energy industry. Newsletter recipients also receive a different, complimentary conference presentation every week on a relevant industry topic. The presentations are selected from a massive library of more than 1,000 current presentations that has gathered during its 26 years organizing conferences. Sign me up for Energize Weekly. How did you hear about this event? (direct , colleague, speaker(s), etc.) Print Name Job Title Company What name do you prefer on your name badge? Address City State/Province Zip/Postal Code Country Telephone List any dietary or accessibility needs here CREDIT CARD Name on Card Account Number Billing Address Billing City Billing State Billing Zip Code/Postal Code exp. Date Security Code (last 3 digits on the back of Visa and MC or 4 digits on front of AmEx) OR Enclosed is a check for $ to cover registrations. All cancellations received on or before August 22, 2014 will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other event or publication. This credit will be good for six months. In case of event cancellation, s liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at reserves the right to alter this program without prior notice. 7