Orrick Advises London SPAC Kistos on Acquisition of Tulip Oil Netherlands


Orrick is advising Kistos (AIM: KIST) on its proposed de-SPAC acquisition of the entire issued and outstanding share capital of Tulip Oil Netherlands from Tulip Oil Holding. The acquisition comprises a controlling interest in the Q10-A offshore gas field together with interests in a suite of offshore exploration and production licenses in the Dutch North Sea. Q10-A is reliant on solar and wind power.  Its carbon emissions from production operations were <10g C02e/boe1 in 2020 and 17g C02e/boe1 in 2019. These are significantly below the North Sea average of 21 kg C02/boe.

The total upfront consideration for the acquisition, subject to completion adjustments, is €220 million. This consideration will be satisfied through a combination of cash, the assumption by Kistos of an existing bond instrument, the issue of a new debt instrument and the issue to the Seller of equity in Kistos. In addition, contingent consideration of up to €163 million is payable on certain development milestones.

The Orrick team advising Kistos is led by Ed Lukins and includes Frankie Drake, Charlie Sheldon and Ed Dyson.