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Divesting in the

downstream oil and


gas industry
A current market view and a guide for
sell-side activities
Proactive portfolio management in the downstream sector has
Introduction been a feature of the large, vertically integrated oil companies
for many years. As strategic aims and market conditions
change, so do the requirements of the portfolio needed to
How companies manage their capital today will define their
achieve management and shareholder capital optimization
competitive position tomorrow.
objectives.
A strong capital agenda needs to be at the heart of all
Historically, oil and gas companies’ portfolio management
boardroom and management decisions. Given the dynamic
decisions have had a number of key drivers. These include:
economic environment, companies need to continually assess
their capital needs as well as potential sources of capital. The ► Potential market growth rates
ability to raise capital, quickly and efficiently, is both a buffer to ► Current and predicted levels of ROACE compared to
adversity and a means for seizing opportunity. competition
► Supply chain synergy with other parts of the downstream
The capital agenda business
Leading businesses are adopting a range of disciplines in four ► Market scale
key areas to build competitive advantage: ► Brand synergy
1. Preserving: reshaping the operational and capital base However, with the recent downstream divestments announced
2. Optimizing: driving cash and working capital, managing the by many of the super-majors, it is clear that there is a new factor
portfolio of assets playing a key role in the portfolio management decision-making
process: the need to raise capital to fund increasing upstream
3. Raising: assessing future funding requirements and
investment requirements.
evaluating sources
4. Investing: strengthening investment appraisal and In this paper, we look at the oil industry trends, offer our
transaction execution explanation for the current high levels of divestment activity
and explore some of the key issues associated with selling a
downstream asset.

Current trends 400


F&D reserves added per US$1000
(Three year averages)

350

In recent years, the costs associated with finding and developing 300
new oil and gas reserves have increased sharply. The charts to
250
the right detail the declining barrel of oil equivalent reserves that
US$1000 bought you from 1997 to 2008, and the increase in total 200

upstream expenditure from 1997 to 2009. 150

With the super-majors focused on reserves replacement — 100

consistently achieving less than 100% would put an oil and


50
gas exploration and production organization in a longer-term
0
closedown scenario — it is not surprising that a significant 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
reduction in the value of each upstream dollar spent has
correlated with a sharp increase in total upstream spending.
Global upstream spending
(upstream costs incurred)
The upstream sector has historically achieved higher levels
600
of return than the downstream. The chart on the next page
compares the market capitalization-weighted returns on average 500

capital employed (ROACE) that the major integrated oil companies Proved acquisitions
400 F&D spending
have earned in their upstream and downstream businesses
US$ billion

from 2000 to 2008. 300

200

100

0
97

98

99

00

01

02

03

04

05

06

07

08

09
19

19

19

20

20

20

20

20

20

20

20

20

20

Source: IHS Herold Inc.

Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 1
Segment returns: major integrated oils

Segment returns: major integrated oils US$ per bbl


45% $120
Upstream returns (left axis) Downstream returns (left axis) Oil price (right axis)

40%
$100
35%

Upstream range
of returns
30% $80

25%
ROACE

$60
20%

Downstream range
15% $40

of returns
10%
$20
5%

0% $0
2000 2001 2002 2003 2004 2005 2006 2007 2008

Source: Ernst & Young calculations from data compiled by Deutsche Bank AG
Note: The “major integrated oils” includes the “seven mega-majors” (BP, Royal Dutch Shell, ExxonMobil, Chevron, ConocoPhillips, Total SA, and Eni) along with:
BG, Hess, OMV, Petrochina, Repsol, Sinopec, StatoilHydro, and Suncor.

The evidence of the past decade is that the upstream business has non-core assets to generate capital for reallocation to their
produced higher levels of return than the downstream business. upstream businesses.
While oil was heading towards its peak of nearly US$150 per barrel These assets, although historically on average producing lower
in the early part of 2008, supplemented by strong downstream levels of ROACE than the upstream business, present an exciting
margins, the high levels of capital expenditure required in the opportunity. Potential purchasers of these assets are likely
upstream business could be maintained through record levels of to include:
earnings, strong cash flow and the relatively cheap and abundant
► International oil companies (IOCs) may look to create market
levels of capital in the market.
leadership and economies of scale in their preferred markets.
However, with the subsequent fall in the price of both oil and gas,
► National oil companies (NOCs) may look to secure markets
a reduction in demand and a decline in upstream and downstream
for their upstream activities, reduce their exposure to oil
margins, the ability to maintain capital expenditure at current high
price volatility and diversify their operations away from
levels has been adversely affected for all the oil majors.
the upstream.
In addition to the usual portfolio management issues that the oil
► Private equity (PE) firms may consider these assets to
majors consider, a significant new market dynamic has emerged
determine if they can extract additional value through control
over the past 18 months. The increasing capital requirements
over the real estate.
needed for very large exploration and production (E&P)
development projects, combined with the reduced availability of ► Hypermarkets and independent retailers usually have a lower
capital is forcing the majors to make tough decisions regarding cost base and may find retail marketing more profitable than
how they allocate their capital. The upstream, with historically the IOCs and NOCs.
higher levels of return, appears to be the winner of that debate.
► Property developers may be interested in sites and land banks
The downstream, particularly in mature Organization for Economic located on prime real estate for restoration and development
Cooperation and Development (OECD) markets, provides the of residential or commercial properties.
opportunity for the majors to divest what they perceive as

2 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
The downstream divestment process

Divestments require a number of phases from the initiation of the process with strategic analysis and review through until the transaction
is finalized and any post transaction (‘go live’) support is provided. The process can be summarized as follows:

Managing the sales process

Transaction Negotiation
Sales execution
preparation and completion
Positive decision

Exit readniess
assessment
to divest

Strategic analysis

Managing the divested asset separation process

Carve-out planning Carve-out implementation Post Go Live support

In this next section we look at the key issues that oil companies Based on these criteria assets can then be classified as hold,
face in each phase. restructure, grow or divest.
Over time, the broader corporate strategy or the underlying
Strategic analysis performance of an asset when evaluated against these criteria
may change. Indeed the criteria themselves may be periodically
The major oil companies will regularly review their downstream
updated for example as changes in economic conditions result in
businesses and consider whether their asset portfolios are aligned
more or less stringent financial hurdles.
with their overall strategy. Assets will be evaluated against a broad
range of criteria that are likely to include: In today’s constrained capital conditions, it is not unusual
for sellers to consider core businesses for divestment if their
Financial metrics:
requirements for additional capital cannot be economically
► What ROACE has the asset delivered, and what ROACE is it sourced externally and the seller has a better use for that capital.
likely to deliver in the future? How does this compare to the
We recommend that organizations regularly appraise their
performance of similar competitor assets?
portfolio to confirm that assets still fulfill all aspects of the
► What investment is required to maintain and develop the asset? evaluation criteria.
► What is the market valuation of the asset and “value to me”
versus its “value to others”? Exit readiness
Branding metrics: Once assets have been earmarked for divestment it is worthwhile
undertaking an initial readiness assessment to:
► Does the asset play an important part in the marketing
strategy? Are there critical brand interrelationships with other ► Make sure that strategic expectations are realistic
parts of the business? and achievable as well as identifying options and
value opportunities.
Supply chain metrics
► Consider the operational requirements for separating and
► How critical is the asset to the performance and overall
divesting the business (including the impact on the parent).
integrity of the upstream/downstream supply chain?

Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 3
► Consider the tax aspects of the divestment and whether cash The following graphic illustrates some of the areas that might be
received can be repatriated efficiently and at minimal cost. considered during a readiness session:
► Confirm the logistical requirements for the divestment process A readiness assessment is typically completed in 1-2 weeks and
(including the likely information requirements, organizational in our experience the outcome of that exercise adds value and
responsibilities, timelines and key milestones. enables the organization to prioritize key issues and shorten the
transaction timeline.

Exit perimeter and deal structure Identify and extract hidden value Robustness of value story
► Perimeter clearly defined (boundary)? ► Working capital savings predisposal? ► Projections consistent with market?
► Transition issues defined (scope of ► Operational Improvement/synergies? ► Proven management track record?
services)? ► Capital expenditure opportunities? ► Operational/capex plan?
► Alternatives which deliver more value? ► Outsourcing or offshoring of certain ► Recession case tested?
► Potential bidders considered? activities?

Tax Ernst & Young’s exit readiness Financial information


► Filings up to date? Transfer pricing? diagnostics ► Robustness of financial information?
► Tax structuring issues/opportunities? Assessing and addressing these topics ► Transparency and separability
► Value of tax losses carried forward? prior to exit can significantly ease the ► Restructuring impacts explained?
► Any potential tax costs on exit? disposal process and enhance value. ► Historical pro forma’s?

People IS/IT Material contracts


► Divisibility of teams and capabilities? ► IT strategy consistent with exit strategy? ► Strategy for joint customers/suppliers?
► Key personnel considered? ► Robust IT capability and efficient ► Change of control impacts considered?
► Reward systems for transition? cost base? ► Dissynergies?
► Pensions appropriately addressed? ► Quality of management info. systems? ► Stranded costs considered?

For oil and gas companies, making a decision on retaining or selling


downstream assets requires difficult trade-offs between expected
financial returns, risk, synergies with other parts of the business,
brand impact and a understanding as to how the proposed course
of action aligns with the broader strategy of the overall business.

4 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
Transaction preparation
Once the decision to divest has been made, the detailed When preparing for the sale
transaction preparation and carve out planning phases can be
initiated. Prior to beginning the preparation phase in earnest some
of a business or business
consideration should be given to: unit, detailed planning is key.
► Defining the package of the business(es) to be sold and
whether there are different packaging options available
Our experience shows that
(e.g., whether the asset will be sold in whole or in parts or many sales processes with poor
whether additional assets could be added to the package to
enhance value). outcomes are the result of a
► Considering who the potential buyers might be and tailoring lack of operational preparation
accordingly. For example a financial investor would likely
require a fully stand alone business whereas a strategic buyer of the assets for sale.
will likely already have its own back office functions.
This is the time to consider the potential risks and upsides
In addition to operational and physical aspects of the separation,
from the buyer’s perspective and anticipate what data they will
consideration needs to be given to the impact on the pro forma
need to adequately assess the opportunity. Detailed sell-side
financial performance of the divested entity (which in turn may
due diligence affords an in-depth view into the workings of the
have an impact on the valuation).
business, providing the seller a unique advantage in negotiations.
It highlights undiscovered value and prepares management to An early analysis of the functional and operational support to
respond to challenges that the buyer may discover. It is also an be provided to the divested entity by the parent is essential.
unparalleled opportunity to examine the divestiture’s impact on Service Level Agreements (SLAs) that detail timings, deliverables,
the retained business. response times and all the key dimensions of the services to be
provided will form part of any TSA.
A critical element of the work in this phase will be to assess the
marketability of the asset. Thinking about the value story and In every carve out there are a number of critical aspects to
whether the bridge between the current financial performance address, notably:
and the future financial performance reflects the value that the
► Identifying the employees who will transfer with the business
investor expects to receive for the business. Can anything be done
is vital to ensuring that the business is fully operational
to enhance that value within the sellers desired timetable?
post transfer. Equally important is the communication and
incentivization strategy that is essential to both the retention
Carve out planning of critical employees and ensuring that the business continues
As well as considering specifically the needs of the expected buyer to perform throughout the divestment process.
group, the seller needs to think about: ► Separation of IT systems can be both time consuming and
► The extent to which they are prepared to support a potential, costly particularly in the modern business world where
buyer with transition service agreements (TSAs) and over what centralization of IT in shared service and support centers is
time period. commonplace. Paramount in deciding the separation strategy
will be the ongoing needs for data security, the extent of
► The impact of the divestment on the remaining business, customization in existing systems and the likely needs of
in terms of both stranded costs but also potentially potential buyers.
lost synergies.
► Migrating contracts to the new owner also needs careful
► Finally the seller needs to think about the future relationships consideration. Existing third party contracts may include
with the divested business (for example where there is ongoing change of control clauses but also, and perhaps more
trading) and particularly if the entity being divested has importantly, those contracts may include beneficial terms
historically enjoyed beneficial (non-arms length) terms. which will be lost on transition to a new owner.

Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 5
A register of services that may need to be provided centrally ► They enable the seller to be pre-warned (and therefore better
by the current parent to the divested entity should be prepared) of potential transaction issues.
compiled. These items typically include, IT infrastructure and
► They enable the seller to address the diligence requirements
applications management, financial consolidation, compliance
of multiple investors thereby materially reducing the
and market reporting, internal audit, legal services, research
demands on management and enabling them to better focus
and development, human resources management and real
on the ongoing business.
estate management.
For those reasons an independent report can reduce investors
diligence requirements and significantly speed up the negotiation
Sales execution and completion phase.
There are a number of key activities that will need to be completed
in this phase:
4. Data room
The data room can be physical or virtual. The room will contain
1. Teaser all key performance, financial, organizational and legal data that
A high level concise summary of the asset for sale. This document potential buyers will need to assist in formulating their decision.
which contains only high level (generally non confidential) financial
It is important to run the data room process with discipline.
information would be provided to a relatively broad group of
That means:
potentially interested parties to couch interest.
► Ensuring that all the data placed in the room is relevant
2. Information memorandum (IM) and consistent.

A more detailed selling document containing investment highlights ► Formalize the process for asking and answering questions.
as well as key financial and operational considerations. The Ensure that important new information is disclosed to all
document is typically provided to a smaller group of qualified potential investors.
potential bidders inviting them to formally enter a non-binding ► Consider limiting the number of questions that may be asked
indicative bid. in the first round bidding process to ensure potential investors
remain focused on important issues.
3. Vendor Due Diligence (“VDD”) report or Seller ► Respond quickly and decisively to questions to ensure bids
Information Document (“SID”) arrive with minimal requirements for “confirmatory” diligence.
As opposed to the IM (which is seen as an overtly selling
document) the seller may also decide that he wants to provide 5. Management presentations and Q&A
potential investors with an independent report to assist them in
Irrespective of how comprehensive the preparation material has
their due diligence.
been for investor diligence there will always be questions that
A VDD is a comprehensive report on which the reporting are unique to individual investors and therefore a Q&A process
accountant will provide reliance (legal liability) to potential is inevitable, and in fact desirable, in order to close down any
purchasers. A SID tends to be more factual and more limited remaining objections.
in scope and is typically provided when the potential investor
In our experience investors will often ask many questions
group is limited to strategic investors (who already have a good
which seem to lack logic, therefore it is important that this is an
understanding of the business). There is no reliance on a SID.
interactive process, both to weed out those questions which are
Both reports can include not only the financial aspects of immaterial and to understand what impact an answer might have
the transaction but also the commercial, operational and on the investors interpretation of the business and their valuation.
separation considerations.
The management presentation is generally not the forum for
The advantages of both reports are: exchanging detailed information. More importantly it is the
opportunity for the management team to bond with the potential
► Particularly where the business is a complex carve out or has a
investors and to instill confidence in the achievability of its plans.
complex trading history, the reports can add clarity.

6 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
Negotiation and completion Under a completion accounts mechanism, the economic risks and
rewards transfer to the purchaser on the date of completion when
Evaluating and comparing bids will depend on a number of factors the purchaser pays an initial equity purchase price (which will
not only related to price. Important considerations will also include involve an enterprise value typically adjusted for working capital
the speed and ease with which a transaction can be completed. and net debt at a reference balance sheet date).
Some concerns may be whether certain combinations will come
under scrutiny of the competition authorities. In other cases a Subsequently, completion accounts are prepared and a purchase
more straightforward concern will be the ability of a potential price adjustment is calculated based on net debt and working
buyer to fund the transaction. capital on the date of completion (as compared with that at the
reference date).
Following the completion of the bidding process and the
identification of the preferred bidder, a sales and purchase Under a locked-box mechanism, the economic risks and rewards
agreement can be negotiated and agreed. This will include a transfer to the purchaser at a reference balance sheet date (known
detailed definition of the: as the “locked-box” date). The vendor usually agrees not to extract
value (no “leakage”) from the target business from the locked-
► Asset and legal entities that are being sold box date to the date of completion (when control passes to the
► Financial details of the sale including both the purchase price purchaser) except for certain defined or “permitted leakages”.
and any adjustments As the consideration is not paid to the vendor until the
► Assets or liabilities that will remain with the current owners completion date (rather than the locked-box date), the vendor
usually expects some compensation for the value that will accrue
► TSA’s and the accompanying SLA’s
in the business between the locked-box date and the completion
In recent years, the locked-box (or fixed) price mechanism date (the “value accrual”).
increased in popularity (compared with the more traditional
completion accounts mechanism).

Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 7
The following diagram illustrates the two pricing/closing mechanisms:

Post-deal true-up mechanism/completion accounts


Vendor receives actual cash
e.g., Dec 2009/Mar 2010/Jun 2010 e.g., Dec 2010 e.g., March 2011
Reference date Signing Completion ► Completion accounts prepared.
► Reference balance sheet. ► Headline enterprise value as well ► Economic risks and rewards ► Purchase price adjustments,
as net debt and working capital transfer to bidder. i.e., to adjust to final equity.
definitions are agreed upon,
► Equity purchase price paid
SPA signed.
(initial), based on estimated or
reference balance sheet.
Locked box mechanism
Vendor forecast cash profit
e.g., Dec 2009/Mar 2010/Jun 2010 e.g., Dec 2010 e.g., March 2011
Locked box date Signing Completion ► Completion accounts prepared.
► Reference balance sheet. ► Final fixed equity price as well ► Equity price paid reflecting ► Purchase price adjustments,
as basis for calculating “value locked-box equity price plus i.e., to adjust to final equity.
► Economic risks and rewards
accrual” and definitions of value accrual adjusted for
transfer to bidder (subject to any
leakage and permitted leakage permitted leakage.
other protection in the SPA).
are agreed upon, SPA signed.
► Actual cash profits may be better
than expected.

Although the benefits of a locked-box price mechanism include Carve out implementation
certainty over the price to be paid at completion and the potential
The carve out implementation plan will need to be refined during
avoidance of long, protracted completion accounts disputes, it
the negotiation phase as the identity of the likely buyer becomes
has meant additional risk being taken by the buyer. As economic
clearer. Close coordination will be required to help ensure that
conditions have become more volatile so buyers have tended to
the pre-completion activities and the sales process time lines are
become more cautious and risk-averse. As a result, we have seen a
aligned and stay aligned until the sale is completed. Key areas of
return to the more traditional approach to completions.
focus in this phase should be:
Whether a transaction is suitable for a locked box style completion
► Continuing communication and dialogue with management,
mechanism will depend on whether the transaction object can be
the employees and their representatives (unions etc.).
audited which is often not the case in a complex carve out or an
Expectations need to be managed around issues such as
asset sale.
pensions, employee transfers and future opportunities.
Where a price adjustment mechanism on completion is included it
► Establishing the new legal and operating structure.
is critical to ensure that it is appropriate and that any agreement
addresses the key areas of risk. In our experience identifying ► Finalizing and implementing TSAs and the relevant service
potentially contentious accounting issues up front, including a level agreements.
clear and unambiguous definition and hierarchy of accounting
► Novating third party contracts to the new legal entity/owners.
policies to be applied in the completion accounts, significantly
reduces the chances of disputes arising post closing. ► Ensuring that redesigned processes have been adequately
communicated and tested.

8 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 9
Post ”go live” support
In a carve out situation ongoing support is commonly provided to the divested asset via TSAs. Tactically the seller needs to decide
whether he wants to price the TSAs at a level which either:
► Encourages the buyer to migrate off the agreement quickly. The seller bears the risk of continuing to provide the services (i.e., the
sellers employees providing the service may leave as they know they are delivering on a time limited agreement); or
► Ensures cost coverage for the seller, allowing time for the seller to mitigate the impact of stranded costs in an orderly manner.
The level of detail and accuracy of the accompanying SLAs will be important in ensuring that the expectations of both the buyer and the
seller are met.

Final thoughts
There are a number of key areas to focus on that will help the vendor avoid value leakage through the sales process.

Avoiding common areas of value leakage


Pre-sale During the sales process Completion

Poorly defined scope of assets to be divested . Not providing the appropriate level and type of Completion account disputes can be protracted
This can create uncertainty and wasted effort in information for the data room. In the absence and can result in value leakage. A clearly defined
all of the subsequent phases. of information, buyers will factor a worst-case “locked-box” mechanism can help prevent this.
scenario into their valuation of the business. If this approach is not acceptable to the buyer,
Ensuring that the time between the publication then ensure that “normal” working capital levels
of recent audited accounts and the sales process are identified and factored into the negotiations.
is as short as possible ensures that up-to-date
information is readily available.

Failure to assess and manage the consequences Not having researched potential buyers. Lack of clarity and resolution for pensions,
of the divestment on the cost and organizational Understanding to whom the asset may be environmental and other ongoing liability issues.
structure of the retained business. of most value to is critical to increasing the This can delay the sales process and result in
sales value. last-minute surprises.

Failure to provide the appropriate level and type Not understanding the true value of the
of information for the information memorandum. business. Ensure that you have a clear
This can slow the sales process and discourage understanding of the assets:
potential buyers.
► EBITDA (earnings before interest, taxes,
depreciation and amortization)
► Working capital
► Individual asset values

Failure to engage with the appropriate expertise


both internally and externally. Internal sensitivity
regarding the sale of the asset needs to be
balanced with the need for fast, accurate data
gathering and process support.

10 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
Downstream divestment contacts

Andy Brogan
Global Oil & Gas Transaction Advisory Leader
abrogan@uk.ey.com
+44 (0)20 7951 7009

David Fairhurst
Partner, Transaction Advisory Services
dfairhurst@uk.ey.com
+44 (0)20 7951 4516

Jon McCarter
Partner, Transaction Advisory Services
jon.mccarter@ey.com
+1 713 750 1395

Sanjeev Gupta
Partner, Transaction Advisory Services
sanjeev-a.gupta@sg.ey.com
+65 6309 8688

Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities 11
Ernst & Young capabilities

Ernst & Young has a long track record of assisting clients to ► Our geographic coverage — Ernst & Young has over 7,500 oil
achieve a smooth exit from non-core businesses within the oil and gas professionals dedicated to serving our clients in over
and gas sector. Clients benefit from: 100 countries.
► Our breadth of experience in the oil and gas sector — we have ► The strength of our client relationships across the sector.
worked with many of the leading and emerging organizations
These factors enable our oil and gas professionals to offer an
— around the world and across the upstream, midstream,
integrated service for clients, with the seamless coordination of
downstream and oil field services sectors.
both the sales and the asset separation processes.
► Our broad range of service offerings across the sales and asset
separation processes.

Ernst & Young supports clients through the divestment process with subject matter resource and experience across a broad range of issues:

Divestment phase Ernst & Young services

Strategic analysis ► M&A strategy advisory


► Financial and business modeling
Transaction structuring ► Valuation
► International tax structuring
Sales execution ► Sell-side M&A lead advisory
► Commercial due diligence — sell-side
Completion ► Financial, operational, pensions, HR, IT, real estate, due diligence
► Transaction carve out services
► Debt and capital advisory

Carve out planning ► Organization and governance


► Financial, operational, pensions, HR, IT, real estate, due diligence
Carve out implementation ► Financial and business modeling
► Finance transformation and consolidation
Post ”go live” support ► Financial reporting and IT advisory
► Financial reporting valuations
► SOX/JSOX/internal controls advisory
► Supply chain optimization
► Statutory audit and reporting
► Tax structuring
► Tax compliance and advisory
► Transaction carve out and integration services
► Transaction effectiveness services
► Internal audit
► Risk advisory
► Supply chain and tax efficiency
► Shared services planning
► Performance management
► IT effectiveness
► Cost reduction
► Dispute advisory

12 Divesting in the downstream oil and gas industry A current market view and a guide for sell-side activities
Ernst & Young
Our Global Oil & Gas
Assurance | Tax | Transactions | Advisory
contacts:

About Ernst & Young Dale Nijoka


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About Ernst & Young’s Global Oil & Gas Center
Far East
The oil and gas industry is constantly changing. +65 6309 8688
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Global Oil & Gas Center brings together a Far East
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