Upstream M&A Perspectives December 2011

Transcription

1 M&A PERSPECTIVES UPSTREAM IHS Herold Transaction Valuation Research Christopher W. Sheehan, Anna Wuchek January 13, 2011 Upstream M&A Perspectives December 2011 Key Trends and Insights from the Current Global Market Table of Contents Key Implications Summary M&A Upstream Deal Activity Through December 2011 KazMunaiGas Acquires 10% stake in Karachaganak Project from BG Group, ENI, Chevron, and Lukoil for $3.0 Billion South Korean Private Equity Fund Acquires Conventional Gas-Weighted Texas Gulf Coast Properties from Apache for $200 Million Repsol YPF Enters Onshore North American Unconventional Resources Market via $1.0 Billion Joint Venture in US Mississippian Oil Play with SandRidge Energy Spotlight: Mississippian Tight Oil Play M&A Alerts December 2011 Insights 1

2 Key Implications December 2011 The stable legal and regulatory environment in the US continues to attract international buyers looking to enter and/or expand unconventional resource positions via joint ventures with major acreage holders. Financially strong international buyers in the North American shale market have the leverage to negotiate higher drilling carries in exchange for lower upfront cash payment with capital constrained sellers. We expect further consolidation in the Mississippian tight oil play led by cross border investors. Continued low US natural gas prices offer historically cheap acquisition opportunities for buyers optimistic about the long-term recovery of North American gas prices. Despite challenges, investment in Kazakhstan s upstream sector continues to be less risky than in Russia, because companies generally receive open-market prices from state-owned buyers. 2

3 M&A Upstream Deal Activity Through December 2011 MONTHLY GLOBAL DEAL ACTIVITY VS. AVERAGE COMMODITY Deal Count Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Outside North America North America Deal Count (period avg.) Avg. Blended Commodity Price $/boe *Figures represent all acquisition, merger and swap reserve transactions >US$10MM, including transactions with no disclosure on reserves and/or production. $60 $50 $40 $30 $20 $10 $0 Avg. Blended Price $/boe MONTHLY GLOBAL TRANSACTION VALUE VS. AVERAGE COMMODITY PRICE* Transaction Value (US$Billion) $50.0 $40.0 $30.0 $20.0 $10.0 $0.0 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Corporate Asset Transaction Value (period avg.) Avg. Blended Commodity Price $/boe *Figures represent all acquisition, merger and swap reserve transactions >US$10MM, including transactions with no disclosure on reserves and/or production. $60 $50 $40 $30 $20 $10 $0 Avg. Blended Price $/boe Deal flow was dominated by smaller (<$500MM) transactions, causing total transaction value to plunge after a three month rise. North American deal count dipped, as Canadian deal activity remained stagnant. The largest deal, and half of the top ten, announced in December were transacted outside North America. Total S.A. was disclosed as the buyer of Utica Shale $2.3 billion JV with Chesapeake Energy and EnerVest which had been announced in November Source: IHS Herold Inc. M&A Database 3

4 State-Owned KazMunaiGas Acquired 10% Stake in Kazakhstan s Karachaganak Onshore Producing Field For $3 Billion From Project Partners Following a long legal dispute over taxation and cost recovery claims, Karachaganak project partners BG Group, ENI, Chevron, and Lukoil agreed to transfer a 10% stake in the field to KazMuniGas (KMG). The project consortium partners will receive $1.5 billion in cash pre-tax in exchange for a 5% interest and a further $500 million in cash plus $1 billion of non-cash considerations, including settlement of cost recovery and other related claims, and the allocation of an additional 2 million tonnes per annum capacity for the project in the Caspian Pipeline Consortium export pipeline. The sellers will make a $1 billion loan to KMG, to be repaid over three years from proceeds of KMG s share of project oil and gas sales. Source: BG Group 4

5 Karachaganak Agreement Expected to Unlock Phase III Development UPSTREAM RESERVE TRANSACTIONS IN KAZAKHSTAN WITH 2P DEAL PRICING $10.00 $ P Deal Pricing ($/boe)) $8.00 $6.00 $4.00 $2.00 $120.0 $90.0 $60.0 $30.0 Brent Crude Price (Us$/boe) $0.00 $0.0 Jan-03 May-03 Sep-03 Jan-04 Jun-04 Oct-04 Feb-05 Jun-05 Nov-05 Mar-06 Jul-06 Dec-06 Apr-07 Aug-07 Dec-07 May-08 Sep-08 Jan-09 May-09 Oct-09 Feb-10 Jun-10 Oct-10 Mar-11 Jul-11 Nov-11 2P Deal Pricing 2P Deal Pricing Brent Crude Price NOTE: Green indicates transactions with Gov't of Kazakhstan as a buyer Source: IHS Herold Despite remaining uncertainties related to 2010 and 2011 Karachaganak taxes, the agreement should unlock Phase III development of the field, providing all parties come to an agreement on costs. The deal price of $6.00 per 2P boe for producing reserves paid by KazMuniGas illustrates that while securing shares in its country s energy projects, the state owned company generally compensates project partners with open-market prices unlike state-owned Russian companies. 5

6 Buyer s Market for Conventional US Gas Reserves GULF COAST ONSHORE GAS-WEIGHTED RESERVE ASSET TRANSACTIONS $6.00 $15.00 Implied Proved Res. Value US$/ Mcfe $5.00 $4.00 $3.00 $2.00 $1.00 Implied Proved Res. Value US$/Mcfe NYMEX Gas 12-Mo Strip $12.00 $9.00 $6.00 $3.00 NYMEX Gas 12-Month Strip Price $0.00 $0.00 1/1/00 7/1/00 1/1/01 7/1/01 1/1/02 7/1/02 1/1/03 7/1/03 1/1/04 7/1/04 1/1/05 7/1/05 1/1/06 7/1/06 1/1/07 7/1/07 1/1/08 7/1/08 1/1/09 7/1/09 1/1/10 7/1/10 1/1/11 7/1/11 A South Korean private equity consortium reportedly purchased conventional producing Gulf Coast onshore conventional gas assets from Apache for $0.75 per proved Mcfe, the lowest price in the region in ten years. Apache s exit from its east Texas properties for $200 million represents the first significant asset sale in more than a year of highly gas-weighted producing US onshore Gulf Coast reserves. With many E&Ps focused on acquisition and development of unconventional properties or offshore projects, financial firms betting on a natural gas price rebound will be opportunistic buyers of North American conventional gas-weighted assets. Source: IHS Herold Inc. M&A Database 6

7 Korean State-Owned Firms and Conglomerates Seeking Global Upstream Acquisitions Transaction Value US$ Billion UPSTREAM PURCHASES BY KOREAN NOCs, SWFs AND $7.0 Africa & Middle East $6.0 Latin America Former Soviet Union $5.0 Europe $4.0 Asia Pacific Canada $3.0 United States $2.0 Transaction Value US$ Billion UPSTREAM PURCHASES BY KOREAN NOC, SWF AND CONGLOMERATES $7.0 $6.0 $5.0 $4.0 $3.0 60% 40% $2.0 20% $ % KNOC 80% Samsung % Spend LG Int'l Atinum Partners Korea Gas Corp. UI Energy Corp. $1.0 $- 0% SK Energy Co $ YTD Source: IHS Herold Source: IHS Herold % of Korea-based spend by non-state owned Korean Conglomerates Korean national oil companies and conglomerates have spent about $15 billion on overseas M&A upstream acquisitions in the past three years, primarily in Europe and North America. Recently, non-state owned Korean companies have accounted for an increasing percentage of Korean upstream cross border acquisitions. 7

8 Repsol YPF Enters US Unconventional Resource Market Through $1 Billion Mississippian Tight Oil JV with SandRidge Energy REPSOL'S M&A SPENDING BY REGION YTD (TTV>US$10MM) 23% Africa & Middle East 49% 1% Former Soviet Union Latin America Source: IHS Herold 27% United States Repsol YPF s acquisition of 363,636 net acres in the Mississippian Lime tight oil play in Oklahoma and Kansas for $1.0 billion in cash (25% of purchase price) and drilling carry (75%) at $2,750 per acre represents Repsol s first large US onshore deal and its entry into the North American unconventional resources market. The acquired assets are currently non-producing, but Repsol expects its share of production from the properties to be 90,000 boe/d by SandRidge continues to monetize its original and extension Mississippian play holdings through M&A and capital markets. 8

9 Percentage of Drill Carry in Joint Ventures Has Risen Significantly in North American Resource Plays $ % Ttansaction Valus (US$ Billion) $8.0 $6.0 $4.0 80% 60% 40% % Drill Carry $2.0 20% $0.0 0% Transaction Value 2010 % Drill Carry 2011 YTD Source: IHS Herold The higher drill carry component in recent transactions indicates that financially strong buyers have leverage to reduce the upfront cash payments in deals with capital-constrained sellers holding large acreage positions in need of development. 9

10 Spotlight: Mississippian Tight Oil Play SIGNIFICANT UPSTREAM TRANSACTIONS IN MISSISSIPPIAN PLAY (TTV>US$5.0 MILLION) TOTAL TRANS. ANN'D DATE BUYER SELLER VALUE US$MM SECTOR US$/ ACRE KEY ASSETS 12/22/11 Repsol YPF SandRidge E'gy $1,000.0 Acreage $2, ,636 net acre 12/15/11 Blugrass E'gy Undisclosed $10.3 Reserves $3,498* Producing oil and gas assets 08/04/11 Atinum Partners SandRidge E'gy $500.0 Acreage $4, ,520 net acres 07/31/11 PetroQuest Undisclosed $24.1 Acreage $720 Mississippian Lime acreage 06/30/11 SandRidge Undisclosed $350.0 Acreage $ million acres 01/05/11 Institnl. Invstrs. SandRidge Mississip. $338.7 Reserves - Sandridge Mississip. Trust I IPO * Based on applying TTV to net acreage being acquired Source: IHS Herold The US Mississippian is an emerging horizontal tight oil play led by SandRidge Energy, Chesapeake Energy, Range Resources, Devon Energy, and Eagle Energy. SandRidge and Chesapeake are currently the largest acreage holders. The play, although not shale, requires the same drilling techniques, including horizontal drilling and hydraulic fracturing. We expect further consolidation in the play through cross border cash and drill carry joint ventures with major acreage holders in need of capital to advance development. Source: SandRidge Energy 10

11 Key Insights from IHS Herold December 2011 Deals Repsol YPF in First Large North American Onshore Acquisition Agrees to Acquire Stake in SandRidge Energy's Mississippian Oil Play in Kansas and Oklahoma for $1.0 Billion in Cash-Plus-Drilling Carry JV (January 2, 2012 M&A Alert) The joint venture marks Repsol YPF s first major onshore deal in the US Lower 48 and, more importantly, its first foray into North American unconventional resources; until now it has been one of the only international integrated oil companies absent from the play. KazMunaiGas Agrees to Acquire 10% Stake in Karachaganak Project from BG Group, ENI, Lukoil, and Chevron for US$3 Billion (December 28, 2011 M&A Alert) The long-lasting dispute over Karachaganak taxes and other government-related claims, followed by a complex structure of the current agreement, illustrates the risks of doing business in Kazakhstan. However, while KazMunaiGas takes firm actions to secure stakes in the country s energy projects, it generally compensates project partners with open-market rates, unlike Russian state owned companies. South Korean Private Equity Fund Reportedly Acquires Producing Gas-Weighted Texas Gulf Coast Properties from Apache for $200 Million, Highlighting Decade-Low Valuation for Conventional US Onshore Gas Assets (December 20, 2011 M&A Alert) Given a shift in capital focus by many E&Ps to unconventional and international resource plays, and the availability of conventional gas reserves at considerably lower prices than recent historical norms, we believe that financial firms will be prime buyers of North American conventional gas-weighted assets. 11

12 All charts and graphs used in this report are available upon request. Please contact IHS Research Services at for more information. Christopher W. Sheehan Anna Wuchek Copyright 2012 IHS Inc. All rights reserved. Reproduction of this presentation without permission of IHS Inc. is strictly prohibited. The information in this presentation has been obtained from sources believed to be reliable. However, neither its accuracy and completeness, nor the opinions based thereon are guaranteed. From time to time this firm and/or its officers may have long or short positions in the securities mentioned. If you have any questions regarding the contents of this presentation, contact IHS Inc. at (203)