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Mw Petroleum Corporation B

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Harvard Business School

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Rev. November 21, 1994

MW Petroleum Corporation (A)
In late 1990, executives, engineers, and financial advisors working for Amoco Corporation and Apache Corporation began serious discussions about the sale to Apache of MW Petroleum
Corporation, a wholly-owned subsidiary of Amoco Production Company. Amoco had transferred to
MW certain of its own assets that it regarded as non-strategic. MW's size, location, and operations were all very attractive to Apache, which had grown nearly 30% per year since the mid-1980s, largely through acquisitions. The transaction being discussed with Amoco would be Apache's largest to date. It would more than double the size of Apache's current operations, as well as its reserves of oil and natural gas.
By the end of January 1991, Apache's executives and advisors were sufficiently familiar with the properties in MW to begin refining their estimates of operating and financial performance in order to structure a formal offer. Apache's chief financial officer, Mr. Wayne Murdy, knew that financing would be a challenge, given the size of the proposed transaction. In fact, the availability of external financing, bank debt in particular, was likely to impose some practical limits on both the amount and form of consideration that Apache could offer to Amoco. It was essential that
Apache carefully evaluate MW, both the whole and its parts, and study the likely patterns of cash flows so that some creative financing alternatives could be developed.

Amoco Corporation
Amoco Corporation was an integrated petroleum and chemical company based in Chicago,
Illinois. With $28 billion in operating revenues and $1.9 billion in net income in 1990, Amoco was the fifth largest oil company in the United States. Its three primary businesses were oil and gas exploration and production (Amoco

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