Petroland Gas is the third largest downstream fuel distributor in Kuwait. Launched in 2010, Petroland operates over 50 petrol stations and convenience stores across the country while also supplying commercial and industrial clients. Original founder Khaled Alwazzan has aggressively grown Petroland\'s market share through sharp operations, creative promotions, and cultivating business collaborations. Today Petroland generates over $200 million in annual revenues and $50 million in operating profits. Now 61 years old, Alwazzan wishes to take a step back from management duties. He appoints Gulftainer Investment Bank to advise Petroland on potential strategic acquisition offers and private equity buyers able to grow it further. In January 2022, Arabian Energy Partners (AEP) - a Dubai-based oil & gas buyout fund - submits a letter of intent to fully acquire Petroland Gas at a valuation of $1.2 billion based on Petroland\'s strong financial profile and leading regional brand stature. AEP\'s offer letter specifies customary due diligence and financing contingencies but declares \"our price recognizes Petroland\'s current market dominance and future expansion potential.\" Petroland\'s board is elated with the acquisition price proposed. They view AEP as the ideal partner equipped with the capital and industry expertise to accelerate Petroland\'s growth trajectory further. After consulting Gulftainer bankers, Petroland signs an acceptance letter on February 15th noting excitement on both sides to combine forces officially. Over the next three months, AEP undertakes detailed operational, financial, tax and legal due diligence requiring substantial data disclosures from Petroland. In tandem, Gulftainer bankers and AEP executives collaborate intensively on drafting final transaction documentation for deal completion by June 30th. However, just days before closing, AEP submits heavily revised contracts that slash their purchase price 30% to $850 million based on mundane issues surfaced around environmental liabilities. AEP argues they cannot complete any acquisition above the revised terms. Stunned by this dramatic reversal, Alwazzan urgently consults Gulftainer bankers on how Petroland should respond and potentially save the original transaction.

In retrospect, should Petroland have secured stronger contractual protections around breakup/cancellation fees or access to diligence processes? Why or why not? Realistically, what are the reasonable potential legal outcomes if Petroland pursues action against AEP over their demands?