§ 52-606. Valid transfers - Application for approval of transfer - Standards for approval - Waiver - Hearings, adjudications and appeals - Contracts for certain services.

A.  A transfer shall not be valid or effective unless exempted under Section 5 of this act or approved by the Commission.

B.  Prior to or simultaneous with the making of an offer, solicitation of an offer, or agreement to effect a transfer, the transferee shall file with the Commission an application for approval in compliance with subsection C of this section, and the transferor shall have received a copy of such application not later than two (2) business days after the filing date of the application.

C.  The application for approval of transfer shall be filed on forms prescribed by rule of the Commission, and shall contain, as applicable, the following information:

1.  As to the transferor:  The full name, state of residence or jurisdiction and date of organization, form of organization, address and telephone number of principal executive office, address and telephone number of the principal place of business within the State of Oklahoma, the name and address of any person who holds a partnership or other managing interest in the transferor or who directly or indirectly owns five percent (5%) or more of any class of any outstanding equity securities of transferor, the name and address of any agent of transferor for service of process within the State of Oklahoma, a valuation and description, insofar as practicable, of the energy resource assets owned by transferor and the business operations conducted by transferor in the State of Oklahoma relating to such energy resource assets, information as to any existing contractual obligations of transferor to explore, produce, purchase, sell, gather, refine, process, deliver, transport, or transmit hydrocarbons or hydrocarbon products gathered or produced within the state, and information as to current financial condition of transferor; and

2.  As to the transferee:  Full name, state of residence or year, form, and jurisdiction of organization, address and telephone number of principal executive office, address and telephone number of principal place of business within the State of Oklahoma, the name and address of any person who holds a partnership or other managing interest in the transferee or who directly or indirectly owns five percent (5%) or more of any class of any outstanding equity securities of transferee, a description of any and each class of equity securities or long-term debt of transferee, the extent of any equity or creditor position transferee holds as to transferor, the name and address of any agent of transferee for service of process within the State of Oklahoma, a description of the business operations of transferee and any material changes therein during the past three (3) years, a description of any material pending legal or administrative proceedings in which transferee is a party, information as to the manner and financing of the proposed transfer and the financial condition of the transferee, the names of any and all directors, executive officers, or partners of the transferee and their material business activities and affiliations during the past three (3) years, a description of transferee's relevant experience and familiarity with the management of energy resource assets, a description of transferee's future business plans for management of the energy resource assets owned by transferor including any plans for the further disposition or division of such assets, or any plans to make material changes in the organization of transferor or to materially alter transferor's relationships with suppliers, customers, or other businesses with which it conducts business, information as to the background, business experience, character and integrity of the transferee and persons proposed to be responsible for future management and development of such assets, and evidence of transferee's ability following the proposed transfer to meet any contractual obligations assumed by transferee as a result of the proposed transfer.

D.  A transfer shall be approved only if the Commission determines that the transfer satisfies the following standards:

1.  That it is reasonable to expect that the proposed transfer will not adversely impact or retard the timely and efficient development of the energy resource assets proposed to be transferred;

2.  That the proposed transfer will not, as a result of changes in managing personnel, policy or practices, or financial ability, adversely affect the public interest in orderly future exploration, development, production, refining, processing, transportation or transmission of hydrocarbons or hydrocarbon products gathered or produced within the state;

3.  That it is reasonable to expect that transferee will manage and develop such energy resource assets in compliance with all applicable statutes, and the rules and regulations of the Commission governing the management and development of such assets;

4.  That the proposed transfer will not interfere with or impair any contractual obligations to explore, produce, sell, purchase, gather, refine or process, deliver, transport or transmit hydrocarbons or hydrocarbon products gathered or produced within the state; and

5.  That the proposed transfer will not impede conservation of energy resource assets, promote or result in waste or inefficient use of energy resource assets, interfere with correlative rights in underground mineral resources, or disrupt collection or realization of state tax revenues derived from the orderly and efficient development, management and production of the state's energy resource assets.

E.  1.  The Commission shall waive the requirements of this act relating to application and hearing if:

a.the transferee and transferor file affidavits with the Commission attesting their belief that there are no substantial issues requiring an application and hearing; and

b.the Commission determines on the basis of the affidavits and any accompanying supporting data that there are no substantial issues requiring an application and hearing.

The Commission shall act within seven (7) calendar days of the filing of such affidavits.

2.  In all other cases, a hearing shall be held within ten (10) calendar days of the date a filing is made pursuant to this section. Unless otherwise specified in this act, all hearings and proceedings shall be conducted in accordance with the rules and regulations of the Commission.

3.  Any person aggrieved by any order of the Commission made pursuant to this act may appeal therefrom to the Supreme Court of Oklahoma upon the same conditions, within the same time, and in the same manner, as is provided in Sections 86.1 to 135, inclusive, of Title 52 of the Oklahoma Statutes, for the taking of appeal from the orders of the Commission made thereunder.

F.  Final adjudications made pursuant to this section shall be made within twenty (20) calendar days after filing of the application.  Upon request of either the transferor or the transferee and a showing that no significant harm to the public interest or to either party to the transfer will result, the hearing and adjudication process may be expedited.  The hearing and adjudication process may be extended upon agreement of both parties to the transfer.

G.  If, upon initial review of the application, or immediately following the hearing on the application, the Commission shall determine that a substantial likelihood exists that the proposed transfer will not meet the standards set forth in subsection D of this section, or that the application is materially deficient in some respect, the public interest in the protection of the energy resource assets is significantly threatened by the proposed transfer and that such threat substantially outweighs the interest of the parties in effecting such a transfer, the Commission may order either party to defer, cease and desist from taking any action to effect such a transfer, pending final determination or additional hearings on the application.

H.  If, upon hearing, the Commission finds that the proposed transfer does not or reasonably cannot be expected to meet the standards of subsection D of this section, the Commission shall so adjudicate.  If the Commission finds that the proposed transfer would comply with subsection D of this section if amended in certain respects, including personnel qualifications and policies and practices affecting the exploration, development and production of energy resource assets, the Commission may approve the transfer subject to certain conditions.  If the Commission finds that the proposed transfer meets the standards of subsection D of this section the Commission shall approve the transfer.

I.  For the purposes of complying with and performing its responsibilities within the time limits prescribed by this act, the Commission may contract for such professional and technical services as are necessary to complete the hearing and determination process in accordance with the provisions of the act.  In contracting for such necessary services the Commission shall be exempt from the competitive bidding requirements of Section 85.7 of Title 74 of the Oklahoma Statutes.

Added by Laws 1985, c. 2, § 6, emerg. eff. Feb. 13, 1985.