Curriculum Vitae

SCOTT BAXTER BERKELEY RESEARCH GROUP, LLC 700 Louisiana Street, Suite 2600 | Houston, TX 77002

SUMMARY

Scott Baxter is a managing director with BRG’s Energy & Climate practice and has over 30 years of global investment banking experience. He has been a primary advisor in executing over $200 billion in corporate mergers and acquisitions, restructurings, private equity capital raises, and independent fairness opinions to special committees. He has also provided expert witness testimony in several litigation matters. His energy-industry expertise spans the upstream, midstream, downstream, oil services, power and renewable energy sectors.

Corporate Mergers, Acquisitions and Strategic Advisories Mr. Baxter has been a primary advisor on over $150 billion in global M&A advisory transactions including many with international majors and integrated energy companies. He has expertise in executing corporate M&A transactions across geographies and industry subsegments. Some of the notable advisory transactions include having served as team leader in advising on Noble Energy's stock-for-stock acquisition of Rosetta Resources (noble assets in US DJ, Middle East, Africa, Falkland Islands/Suriname; and Rosetta in US Permian); advised ARCO (upstream/downstream operations in the US, South America, Pakistan, Alaska) in its sale to BP; advised Santa Fe (assets in US and several South American countries) in its stock-for-stock merger with Devon; advised Conoco (upstream/downstream assets in the US, Middle East, Venezuela, Canada) in its stock-for-stock merger with Phillips; advised Union Texas Petroleum (assets in Venezuela, US, and Pakistan, and interests in Kazakhstan) in its sale to ARCO; advised UPRC on its midstream sale to Duke and their acquisition of Norcen (Canadian assets); advised on selling Basis Petroleum’s three refineries to Valero; advised Shell on the sale of its two Colombian upstream companies (Hocol and Homcol) to Nimir Petroleum; advised Cook Inlet Resources on its sale of Peak Oil Field Services (Alaskan assets) to Nabors; and advised Conoco on its acquisition of Gulf Canada (assets in Canada, Indonesia, and Australia).

Mr. Baxter’s experience includes advising on complex M&A and securities transaction structures including spin-offs, carve-outs, related-party divestitures, parent-subsidiary drop-down asset transactions (including significant expertise with master limited partnerships), advising on reverse- morris-trust transactions (combination of spin-offs and mergers), minority equity buy-ins and floats, etc.

Government and State-Owned Energy Experience Mr. Baxter also has significant experience advising governments and state-owned energy companies on strategic transactions, M&A, privatizations, joint ventures and production-sharing agreements. These transactions include advising the Government of Argentina on the sale of several petrochemical and refining companies; YPF (Argentinian state controlled) on its acquisition of Maxus Energy (assets in several South American countries, Indonesia, and the US), along with advising on the Argentine

government's privatization of YPF and several subsequent equity offerings; the Government of Bolivia on the privatization of YPFB; and Ecopetrol (Colombian state controlled) and PDVSA (Venezuelan state controlled) on various debt offerings. He has been a primary advisor to energy companies in structuring and negotiating production sharing agreements, farm-in agreements, and joint ventures with state- owned energy companies, such as with Ecopetrol. He was the advisor to Lyondell/ARCO in structuring and negotiating their refining joint venture with PDVSA and CITGO. He has advised clients involving upstream assets in African countries both on and offshore.

Restructuring Advisory and Expert Witness Testimony Mr. Baxter has been the primary industry advisor for some of the highest-profile energy restructurings in the industry, involving over $30 billion in transactions, including Ultra Petroleum (US exploration and production), Penn West Petroleum (Canadian E&P), SemGroup (US midstream), Ineos (European downstream), Aventine (US ethanol), and Flying J (US refining and marketing). He has rendered expert witness testimony in litigations, including in Transamerican Energy v. Enron Oil & Gas and several other cases.

Private Equity Capital Raises Mr. Baxter has extensive experience raising private capital for energy-related companies and is seasoned at maximizing the probability of securing funding on favorable market terms. Examples include advising on Darby's exit and Metalmark's entrance into PetroSantander (international E&P with operations in Colombia, Brazil, and Romania) alongside Yorktown Partners; advising the management of Laramie Energy (US E&P) in raising private equity with Encap and Avista; and advising COSCO (a private equity capital-raising advisory firm) in its sale to Rodman Renshaw.

International Experience Mr. Baxter’s international energy experience spans over thirty countries. He has direct energy transaction experiences in the United States, Canada, Argentina, Bolivia, Colombia, Venezuela, Chile, Brazil, Peru, Ecuador, Mexico, Guatemala, Trinidad and Tobago, the United Kingdom, Norway, Netherlands, Sweden, Denmark, Finland, France, Spain, Italy, Hungary, Romania, South Africa, Equatorial Guinea, Singapore, Indonesia, Australia, China, and other countries.

EDUCATION

M.B.A. University of Chicago Graduate School of Business B.S. Weber State University, Cum laude, Economics

CREDENTIALS

FINRA, Series 24, 79, 7, and 63

PREVIOUS POSITIONS

Mergers & Acquisitions Securities Group Managing Director New York, NY 2019--2020

Sagent Advisors: Managing Director Head of Global Energy Investment Banking New York, NY 2016—2018

Petrie Partners Senior Partner Energy Investment Banking Houston, TX 2013—2016

Green River Energy Advisors Managing Director Head of Energy Investment Banking New York, NY 2011-2012

Houlihan Lokey Managing Director Head of Global Energy Investment Banking New York, NY 2007—2010

Baxter Bold & Company Managing Director Head of Energy Investment Banking New York, NY, Houston, TX, Calgary, CAN 2002-2007

JPMorgan Managing Director Head of Americas Global Energy Investment Banking Group New York, NY 1999—2001

Citigroup (Salomon Brothers) Managing Director Global Energy Investment Banking Group New York, NY 1989—1999

BUSINESS AND NON-PROFIT AFFILIATIONS

Star Group (NYSE “SGU”), Director, Audit Committee 2006—present

Weber State University, President’s National Advisory Council,1996—present

Columbia University Graduate School of Business, Adjunct Professor of Finance, 2002—2006

Mr. Baxter is active in supporting many not-for-profit organizations including the Menil Collection (Houston), the MOMA (NYC), the Loft Artists Association (CT), the Navy SEAL Foundation and others.

PROFESSIONAL MEMBERSHIPS

Independent Petroleum Association of America (“IPAA”)

Houston Producers Forum

Coronado Club (Houston)

Union League Club (NYC)

PRESENTATIONS & CONFERENCES

Mr. Baxter is a frequent speaker and moderator at various industry conferences.