Status: Clearance

Acquirer: Woodside Petroleum Ltd. (Australia)

Acquired: BHP Group Ltd. (Australia); BHP Petroleum International Pty Ltd (Australia; U.S.)

Value: Est. $19.6 billion

Industry Tags: Oil and Gas; Energy

On 17 August 2021, Woodside Petroleum Ltd. (NYSE:WDS) publicly announced its entry into a merger commitment deed with BHP Group Ltd. (ASX: BPH) “to facilitate the combination of their respective oil and gas portfolios through an all-stock merger.” (Woodside Petroleum Ltd., Form F-4, Apr. 13, 2022, SEC Filing.) On November 22, 2021, the parties “publicly announced they had entered into a share sale agreement (the “Share Sale Agreement”) under which . . . Woodside (or its nominee) will acquire all of the ordinary shares in BHP Petroleum International Pty Ltd (“BHP Petroleum”), a wholly owned subsidiary of BHP that will hold the oil and gas assets of BHP, in exchange for the issuance of new ordinary shares of Woodside.” (Id.) Woodside “operates as an explorer for and producer of energy products,” and BHP Petroleum’s principal activity is the “exploration, development and production of oil and gas,” including the Gulf of Mexico, which are “sold into the U.S. domestic and global oil market . . .” (Id.) CFIUS Approval was a condition to closing the transaction. (Id.)   “Woodside and BHP have received a written notice issued by CFIUS that CFIUS has “determined that there are no unresolved national security concerns with respect to the Merger, and has concluded all action under the DPA.” (Id.)  The transaction closed June 1, 2022. (See Public Announcement, Woodside Energy Group Ltd., Form 6-k, Ex. 99.3, SEC Filing, June 1, 2022).

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