Total’s $1.5 billion acquisition of Engie’s upstream LNG business

Total has signed an agreement with Engie to acquire its portfolio of upstream liquefied natural gas (LNG) assets for an overall enterprise value of $1.49 billion.

This portfolio includes participating interests in liquefaction plants, notably the interest in the Cameron LNG project in the US, long term LNG sales and purchase agreements, an LNG tanker fleet as well as access to regasification capacities in Europe. Additional payments of up to $ 550 million could be payable by Total in case of an improvement in the oil markets in the coming years.

The proposed transaction is subject to the applicable legally required consultation and notification processes with employee representatives as well as approvals by the relevant regulatory authorities and partners on certain contracts. The transaction is expected to close by mid 2018 and will have an effective date of 1st January 2018.

Following the transaction, Total will take over the teams in charge of the LNG activities at Engie, which represents around 180 employees.

In addition, in parallel with this transaction, Total and Engie agreed to cooperate to promote the use of biogas and renewable hydrogen, with Engie becoming Total’s priority supplier in this field.

ENGIE was advised internally by Marouan Niazy, Deputy Group General Counsel M&A, corporate and finance and Jérôme Jubineau, Head of Tax Laurence Jaton and Tanguy Stinglhamber.

Clifford Chance has advised ENGIE on the sale with a team led by Paris corporate partner Mathieu Remy (picture), with support from counsel Olivier Jouffroy and Sue Palmer and associates Marine Larrue-Duin and Adeline Nayagom; Finance counsel Pierre-Benoit Pabot du Châtelard; London corporate partners David Lewis and Graham Phillips with support from associates Alex Franks, Angela Becker and Claire Zhu; US partners David Evans and George Kleinfeld; Antitrust partner Alex Nourry with support from Jennifer Storey; Employment partner François Farmine with support from Alban Tourneux and Wassilla Kameche; Tax partner Alexandre Lagarrigue with support from Jitka Susankova; Shipping partner Gervais Green; Commercial contracts partner Dessislava Savova with support from counsel Alexander Kennedy; and James Shepherd in Environment.

PwC Société d’Avocats advised Engie on the tax due diligence with Xavier Etienne, Nicolas Thiroux and Julie Givernaud.

Allen & Overy advised TOTAL with Alexandre Ancel, Frédérique Dugué, Flora Leon-Servière (M&A), Claire Toumieux, Mathilde Lapostolle et Anaïta Massoumi (Employment), Florence Ninane (Antitrust), John Geraghty (M&A), Mark Friend (Antitrust), Oliver Bacon, Tom Betts (M&A) et Jean-François Willems (Antitrust).

Involved fees earner: Xavier Etienne – PWC Société d’Avocats; Nicolas Thiroux – PWC Société d’Avocats; Julie Givernaud – PWC Société d’Avocats; Alexandre Ancel – Allen & Overy; Frédérique Dugué – Allen & Overy; Flora Leon-Serviere – Allen & Overy; John Geraghty – Allen & Overy; Oliver Bacon – Allen & Overy; Tom Betts – Allen & Overy; Claire Toumieux – Allen & Overy; Mathilde Lapostolle – Allen & Overy; Anaïta Massoumi – Allen & Overy; Florence Ninane – Allen & Overy; Mark Friend – Allen & Overy; Jean-Francois Willems – Allen & Overy; Mathieu Rémy – Clifford Chance; Olivier Jouffroy – Clifford Chance; Sue Palmer – Clifford Chance; Marine Larrue-Duin – Clifford Chance; Adeline Nayagom – Clifford Chance; David Lewis – Clifford Chance; Graham Phillips – Clifford Chance; Alex Franks – Clifford Chance; Angela Becker – Clifford Chance; Claire Zhu – Clifford Chance; Pierre-Benoît Pabot du Chatelard – Clifford Chance; David Evans – Clifford Chance; Alex Nourry – Clifford Chance; Jennifer Storey – Clifford Chance; George Kleinfeld – Clifford Chance; François Farmine – Clifford Chance; Alban Tourneux – Clifford Chance; Wassilla Kameche – Clifford Chance; Jitka Susankova – Clifford Chance; Alexandre Lagarrigue – Clifford Chance; Gervais Green – Clifford Chance; James Shepherd – Clifford Chance; Dessislava Savova – Clifford Chance; Alexander Kennedy – Clifford Chance;

Law Firms: PWC Société d’Avocats; Allen & Overy; Clifford Chance;

Clients: ENGIE SA; Total;