Squire Patton Boggs Advises Tamboran Resources Corporation on a ‘Market-First’ Succession of Transactions

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Squire Patton Boggs has advised Tamboran Resources Corporation (Tamboran, ASX:TBN) on a ‘market-first’ succession of transactions. The transactions include its ‘Top-hat’ scheme of arrangement in the Federal Court involving the re-domiciliation of Tamboran Resources Limited and its subsidiaries (Tamboran Group) to the US by superimposing a newly incorporated entity (Tamboran Resources Corporation) in the State of Delaware; and its concurrent AU$55 million institutional placement and accelerated non-renounceable pro rata entitlement offer to institutional and retail investors.

This immediate succession of transactions (being a re-domiciliation scheme of arrangement, de-listing, re-listing and subsequent capital raise in the form of a placement and accelerated entitlement offer) is a market first on ASX.     

Tamboran is a natural gas company focused on supporting the global energy transition by delivering low-reservoir CO2 resources in the Beetaloo Sub-Basin in the Northern Territory of Australia. Through its subsidiaries, Tamboran focuses on shale gas exploration in onshore basins in the Northern Territory of Australia.

These transactions have positioned Tamboran Group for the next phase of its growth as it seeks to accelerate the commercialisation of the Beetaloo Sub-Basin, including by:

  • better positioning Tamboran Group in a bigger, deeper capital market in the US for continuing international growth where exploration and production investors are more active;
  • providing access to a broader US investor pool that previously could not, or were unlikely to, invest in non-US securities;
  • improving access to lower-cost US debt and equity capital markets;
  • simplifying Tamboran Group’s corporate structure for a potential future US merger, sale or acquisition transaction; and
  • in the event of a listing on a US securities exchange such as NYSE, potentially increasing demand for its shares due to its possible inclusion in important US stock market indices.

This follows several other significant achievements for Tamboran, including the completion of two successful capital raises (valued at AU$54 million and AU$137 million respectively) each involving a two-tranche placement and share purchase plan.

Ashley Rose, Corporate partner in the firm’s Sydney office, advised Tamboran on these transactions. He was supported by colleagues from various offices, including Corporate partner Michael Gajic, Litigation partner Graeme Slattery, Tax Strategy & Benefits counsel Louise Boyce, Litigation senior associate Jon Baker and Corporate associates Sarah Roper, Sophie Davey and Georgia Mateer from the firm’s Sydney office, Corporate partner Jayson Marks (London), and Corporate partners Michael Helmer (New Jersey) and Aaron Seamon (Columbus), Tax Strategy & Benefits partner Jeffrey Koppele (New York), Financial Services senior associate Michael Fisher (Columbus) and Corporate associate Gabrielle Galante (New York).

Ashley Rose said: “Led out of Australia, this multifaceted cross-jurisdictional matter has closely involved a number of the firm’s offices in the UK and US over the past 12 months. We were delighted to assist Tamboran with its ongoing operations and look forward to following its journey as it continues to assist in Australia’s energy transition, and particularly to assist with the East Coast domestic market’s supply of energy.”

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Angelo Kakolyris +1 973 848 5621