BP Christmas shopping

BP has announced a series of high profile acquisitions in the past few weeks. The deals are in line with BP's longer term strategy of building in regions where they can gain "scale and materiality", although the company has moved more quickly than expected based on OGInsight's recent conversation with them, where BP said they were in divestment and portfolio rationalisation mode. This potentially signals a view of an improving oil price environment and willingness to move from balance sheet conservatism to growth.

At the end of November, BP acquired a 10% interest in Zohr from Eni. Since then, BP has announced two further acquisitions:

ADCO Concession

BP announced over the weekend that it had secured a 10% stake in the Abu Dhabi’s multi-billion barrel resource ADCO concession. BP previously held 9.5% in the concession prior to the expiry of its licence in January 2014. Other holders of the concession are currently Total (10%), INPEX (5%) and GS Energy (3%).

The concession is for 40 years and will add 1.8bnboe of 2P reserves to BP (net). The agreement includes various fields in the country with a total resource base estimated at c.20bnboe and represents a long term, low decline, sizeable resource for BP. The timing of the transaction will allow BP to book the reserves for the year end.

BP will pay a signature bonus of $2.2bn for its 10% stake, in line with the bonuses paid by other participants. However, the key noticeable difference is that BP will be paying in shares and will be issuing 393 million shares at £4.47 or a 9% discount, equating to 2% of its stock. The shares will be held by Mubudala and signals flexibility on the part of Abu Dhabi to secure a deal in a tough environment.

Mauritania and Senegal with Kosmos Energy

On 19^th December, BP announced that it had reached agreement with Kosmos Energy to acquire an operated interest in the Tortue field and surrounding blocks offshore Mauritania and Senegal. This will comprise of a 62% operated interest in C-6, C-8, C-12 and C-13 on the Mauritania side and 32.5% interest in Saint-Louis Profond and Cayar Profond on the Senegal side.

As part of the deal, BP will pay USD162 million upon closing of the transaction, appraisal carry of USD221 million and development carry of USD533 million bring total consideration to USD916 million. BP will also pay a contingent bonus of up to USD2/bbl for up to 1bnbbl of liquids structured as a royalty, should liquids be discovered. Kosmos will continue as exploration operator of the blocks.

The blocks contain the Tortue field, which is estimated to hold 15tcf of gas resources with potential for 1bnbbl of liquids. Project sanction is expected to be in 2018 with the most likely development scenario being a phased near-shore FLNG development.

Greater Tortue Area
Source: Kosmos Energy

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Eni: Bringing in successive partners for Zohr

On 28^th November, Eni announced the divestment a 10% interest in Zohr to BP for USD375 million plus pro-rata reimbursement of past costs (c.USD150 million net), bringing total consideration to USD525 million. BP also has an option to acquire an additional 5% interest on the same terms before the end of 2017.

On 12^th December, Eni announced that it had divested a further 30% interest in Zohr to Rosneft for USD1.125 billion and USD450 million of back costs - i.e. on substantially the same terms as BP. Rosneft also has an option to acquire an additional 5% interest on the same terms.

The transactions reduce Eni's exposure to the Zohr development by 40% from 100% to 60%; this could fall to 50% if BP and Rosneft exercise their options for additional interests. The divestment will also reduce Eni's capex by c.USD900 million in 2017 ahead of first gas at the end of 2017. A similar capex saving is expected to be made in 2018.

Eni has successfully demonstrated its ability to monetise large resource finds. The farm-out significantly derisks the upcoming development and it is promising to see buyers for good quality assets despite the current oil price environment.

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TransGlobe: Branching out...back to roots

This week saw Canadian listed, Egyptian focussed TransGlobe ‎announce an acquisition of producing assets in Western Canada. The company will be paying USD80 million to Bellatrix Exploration for Cardium light oil and Mannville liquid-rich gas acreage in the Harmattan Area. The portfolio comes with 21mmboe of 2P reserves and 3,100boepd of production.

The acquisition is a shift away from the company's ‎historic strategy of being an Egyptian focussed player. However this had been pre-announced with TransGlobe stating earlier this year that it was seeking to diversify its asset base with more exposure to OECD. Although shareholders would have initially invested in TransGlobe for the attractive story at the time of low risk, onshore exploration and production in the Middle East, the company has failed to deliver that story for a variety of reasons and this acquisition appears to be a sensible first step in redefining the company.

Having lost its position in Yemen followed by a series of disappointments in Egypt, TransGlobe has fallen short of its aspirations which would have seen Egyptian production of c.20mbopd today instead of the current c.13mbopd. The Arab Spring which began at the end of 2010 coupled with the more recent spread of Islamic State has deterred investor interest from the Middle East. For TransGlobe specifically, the lack of a stable government in Egypt until the arrival of President Sisi and a ballooning budget deficit hampered TransGlobe's efforts to progress its portfolio in the country as well as being paid for its production by EGPC.

While production cash flow should help strengthen the company's financial position, the mix of Canadian and Egyptian cash flow presents an eclectic mix of assets and it will be interesting to see how TransGlobe will continue to transform over time.

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International Petroleum Investment Company: A fresh start

IPIC has been on a journey to rebuild its business following the extraordinary downfall of Khadem al-Qubaisi, the company’s managing director who was made to step down in April 2015. In the months that followed, there was a major shakeup across all levels of the organisation including in the portfolio companies, with many of the roles previously held by al-Qubaisi reassigned to new officers. At the time, IPIC did not release any statements around al-Qubaisi’s dismissal, but in the months that followed, there was increasing newsflow in the media around alleged embezzlement of funds from business dealings between IPIC and 1MDB, a Malaysian sovereign wealth fund. Al-Qubaisi was arrested in August 2016.

OGInsights spoke with representatives of IPIC to find out more about the restructuring within IPIC. Suhail Mohammed Faraj Al Mazroui, the UAE energy minister, now heads IPIC with the group split into two divisions: Upstream and Downstream & Diversified.

The Upstream division is headed by Alyazia Ali Al Kuwaiti and includes the holdings in CEPSA, OMV and Oil Search.

Downstream & Diversified is headed by Saeed Mohamed Al Mehairbi  and includes the holdings in Nova Chemicals and Borealis and various business interests previously held by Aabar (including real estate and private jet businesses).

The IPIC team also act as source deals for Qatar Abu Dhabi Investment Company (“QADIC”), which is a joint Qatar and Abu Dhabi fund. The fund has a size of USD2 billion and aims to target investments with a link to IPIC’s downstream holdings. However, IPIC and QADIC will be cautious with making new investments given the recent tumult and will have plenty to focus on managing its existing portfolio.

In the upstream space IPIC will continue to look for acquisitions, which will be routed through CEPSA or OMV. IPIC aims to maintain a balanced portfolio with existing or near-term production / cash flow and keen to avoid heavy capex commitments. Africa remains a keen focus area (excluding Nigeria) as is Latin America, which will neatly complement the CEPSA portfolio.

In the downstream space, North American chemicals and fertiliser businesses are of interest. In Europe, only specialty chemicals are seen as a good fit (i.e. with Borealis).

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Oda to Joy!

On 30^th November, Centrica announced that it had submitted the Plan for Development and Operation (PDO) for the Oda field to the Norwegian Ministry of Petroleum and Energy. Oda, previously called Butch, is owned by the following partners:

• Centrica (40% operator)
• Suncor (30%)
• Aker BP (15%)
• Faroe (15%)

Oda is an oil field, discovered in 2011 and lies in the Norwegian North Sea. The field will be developed as a subsea tie-back to the Ula patform, located c.13km away. The field will be developed with two production wells and one water injection well. Oil will be onward transported via the Norpipe system to the Teeside Terminal in the UK. The gas will be sold to Ula for injection to improve recovery in the Ula reservoir.

Ula is located in shallow water depths (66m) and is good quality reservoir with light oil. The development is planned to cost c.USD640 million, with first oil in 2019. The field has reserves of 42mmboe and plateau production is planned to reach 35mboepd.

Ula Area
Source: Faroe Petroleum September 2016 investor presentation

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Siccar Point is building up its business

OGInsights recently caught up with the Siccar Point team following its successful acquisition of the OMV North Sea business, which includes an 11.8% stake in the flagship Schiehallion oil field. Together with the acquisition of a stake in the Mariner field earlier this year, Siccar Point has now built up a North Sea business of relevant scale.

Siccar Point is a North Sea focussed E&P, with financial backing from Blackstone, Blue Water Energy and GIC. It was set up in 2014 and after extensive screening of the North Sea over the past two years, the team are pleased to have finally closed a couple of transactions – the team have looked at over 50 potentially acquisitions including, not surprisingly, the ConocoPhillips and Shell North Sea assets.

The minority, non-operated stake (8.9%) in Mariner was acquired from JX Nippon with expectations of first oil in 2018. However, it was clear that this was only a first step to building a bigger North Sea business, which a small stake in a single asset is not. In that regard, the OMV package came along at an opportune time.

Having looked at the Shell North Sea assets, Siccar Point and its owners/financiers believed it was best to pass on the opportunity. As well as being a large portfolio for someone the size of Siccar Point, the substantial number of gas assets and attempt to package in the stranded Corrib asset offshore Ireland, made it strategically less attractive. The decommissioning liability that would come along with the Shell portfolio was also challenging. The OMV portfolio, which came with a smaller number of long life assets was therefore much more desirable.

The financing of North Sea assets has been an ongoing challenge for vehicles such as Siccar Point which are backed by private equity money. The business model requires for acquisitions to be financed with substantial amounts of debt, and in most cases, the amount of debt that can be raised is based on the amount of reserves. However, the UK has a regulatory regime which requires operators to provide financial guarantees (generally in the form of letters of credit) for decommissioning liabilities – these are now coming to the forefront of attention given the maturity of the North Sea and imminent or near-term cessation of production across the basin. These guarantees consume much of the debt capacity and therefore require larger cash or “equity cheques” to be fronted by acquirers. Ultimately the OMV North Sea portfolio was one that worked well for Siccar Point in terms of size and ability to finance.

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Not so Stella

Following Ithaca’s recent update on Stella, it has now announced that there will be a short delay to first production with the operation coming on stream in January.

The offshore commissioning of the FPF-1 platform is well advanced and continues. However during routine inspections, faults were found on a number of electrical junction boxes on the vessels processing facilities. Repairs are now underway but this will delay field start up. The repair costs are expected to be immaterial.

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Near-term appraisal for FAR

FAR has announced that the partners of the SNE field have contracted the Stena DrillMax for a minimum two well programme starting in Q2 2017. The ship is currently in the Canary Islands and ready to be deployed with crew assembled.

The two firm wells, SNE-5 and SNE-6, will target the upper reservoir units and will include drill stem testing and likely an interference test between SNE-3 and SNE-5. The programme aims to firm up the resource base to help scope and refine the field development plan.

It is noted that the new rig has been contracted at a significant discount to the previous rig contract and a two well program could cost as little at USD50 million.

Separately, Woodside (35%) has settled its deal to acquire ConocoPhillips' interest in the SNE field as announced on 31^st October and was involved in the approval of this work programme.

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Eland's OML40 ready to ramp up

Eland this morning reported impressive test results from the Opuama-3 well on OML 40. The Long and Short Strings tested at 5,955bopd and 5,067bopd, respectively, and no water. Management now expects Opuama-3 and Opuama-1 to generate gross output to ~14,500bopd.

Unfortunately, OML 40 remains shut in as a result of interruptions to third party export facilities. In light of these export issues, the company intends to accelerate plans to barge crude, with deliveries commencing by January. The company is in discussion with its partner NPDC to accelerate work on a permanent alternative export solution in advance of the material increase in production that is expected from the side-tracking of Opuama-7 and the re-entry and completion of Gbetiokun-1. However, there is no intention to commence these work-overs until production can be regularised.

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Canacol: Second pipeline to double export capacity

Canacol has executed a major agreement with Promigas to expand the gas transmission network from Jobo to the Colombian coast by constructing a second pipeline. The project will be fully funded by Promigas and expected to commence by the end of this year. Permitting is planned to take up to 18 months with construction taking 6 months - the pipeline should be commissioned in 2018/19. The pipeline will more than double Canacol's capacity from 90mmcfpd to 190mmcfpd. Gas supply contracts have been secured for this additional capacity and the company will now need to find additional reserves to fulfil the contracts.

During 2016 Canacol raised USD36 million to accelerate drilling targeting c.100bcf reserves in the Lower Magdalena basin‎. So far the company has successfully drilled the Nispero-1, Trombon-1 and Nelson-6 near field exploration wells. By year end, the Clarinete-3 and Nelson-8 development wells are scheduled to be drilled and tested.

Canacol plans to keep one rig active in 2017 to drill through the company's prospect inventory. This drilling campaign is crucial to establish the gas reserves necessary to underpin the long term contracts. Canacol's reserve base of 79mmboe has a RLI of 12 years at current production levels, but would fall to 6 years if production rises to 190mmcfpd.

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BP: Adapting to the times - Where were they now? (Part 2)

The OGInsights team recently met with the BP corporate strategy department to discuss how the strategic direction of the company has changed since the collapse in oil prices. In this two part entry, we look at where BP were a year ago and where they are now in terms of strategic thinking.

Part 2: Where are they now?
With oil prices appearing to stay lower for longer, BP’s priorities have changed and all large M&A is on hold. Focus is on cost cutting, targeting breakeven of USD 50-55/bbl over the next year and farming down high working interests and material exploration commitments.

On the opposite end of the scale, the BP team remains busy on divestment with a target of offloading USD 3-5 billion this year – this compares with a run rate of USD 2-3 billion per year for BP. However recognising the oil price environment, divestments are aimed at non-oil price linked assets, namely midstream and refining. BP shared that there are no country exits on the mid/downstream side, so the portfolio tidy-up will very much be pruning within the portfolio.

As oil prices recover, BP will begin looking at reshaping the portfolio for the longer term and the focus will be on OECD assets (i.e. as opposed to companies like Tullow, which BP have been reported to be monitoring for years). Of note, BP noted that any material acquisitions will likely be in US tight oil, where BP see a clear gap compared with its peers. Oil sands are a “no” following COP21 and despite other majors investing in renewables, there is currently no interest in this area given the loss making nature of this division historically.

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Stella progress

‎Ithaca has reported that the Stella field is expected to come onstream at the end of November. Production will commence initially from one well, before bringing the remaining four wells online soon after which will ramp up production to plateau by year end.

The vessel hook-up is well advanced and tanker trials have now been completed.‎ The 44km spurline connecting the field to the Norpipe system was also successfully installed with switching from tanker to pipeline export to occur during 2017.

Ithaca expects to add a tie-back to the FPF-1 platform every two years to maintain production efficiency. As a result, it is expected that the Harrier development will soon commence with contracting in the near future to make the most of current low rates; separately Vorlich will be progressed towards FDP approval.

The commissioning of Stella will more than double Ithaca's existing production and reduces group opex towards USD17/bbl and cash break-even to USD22/bbl. Ithaca's balance sheet will begin to materially de-lever from the beginning of next year, putting the company in a good position ahead of its upcoming debt refinancing.

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One day in November: A Colombian visit to the UK

At the beginning of November, President Manuel Santos and his delegation from Colombia were in the UK on an official state visit. The Wednesday of that week was dedicated to showcasing Colombia’s oil & gas industry with senior members from the industry presenting in London. The next day, the delegation continued their tour in Aberdeen to build ties with the historic oil & gas city.

OGInsights attended the event and had an opportunity to speak with Germán Arce, the Minister of Energy and Mines, and Orlando Velandia, President of the ANH. They shared their views on the current state of and the outlook for the Colombian oil & gas industry.

The delegation was clearly excited to be in London and Aberdeen and keen to talk about the future of Colombian offshore oil & gas. The offshore is very early stage, but critical to sustaining the country’s longer term production levels. Before the offshore can make material progress, it was recognised that a whole supporting industry together with offshore expertise would need to be established (its offshore experience is minimal with Colombia being an onshore producer to date). For example, this would include support for offshore drilling, rig servicing, helicopter services, vessels among a much longer list of things. Forming strong ties with Aberdeen, which is seen as a “centre of excellence” in the offshore and where the North Sea industry was born, is therefore a priority for Colombia.

Barranquilla, a coastal city in northern Colombia, has been appropriately chosen and aspires to be the “Aberdeen of Colombia”. The ties between the two cities are set to strengthen and Barranquilla will call on Aberdeen’s expertise, learnings and experience as it sets to build up the city to support the emerging offshore industry in Colombia. Academics, service companies and oil & gas companies were all present at the event with the mayor of Barranquilla, the charismatic Alejandro Char, emphasising the importance of knowledge transfer and desire to “learn everything”.

To date, 22 offshore areas have been licensed: 9 TEAs which are for technical evaluation only (not drilling), and 13 exploration contracts. In total, 45 areas have been drawn up with 33 in the Caribbean and 12 in the Pacific. The infancy of the offshore, together with the lack of a supporting industry translates into high risk; however the size of the prize is large enough to attract major international players including ExxonMobil, Anadarko, Shell and Repsol.

Despite the excitement around the offshore, the importance of the onshore was not forgotten. Managing surface risk is still very much top of mind. Minister Arce elaborated on the situation - the onshore has seen a reduction in the level of attacks but an increase in social activity. He therefore encourages E&Ps to evolve their corporate social strategy away from employing on-the-ground protection to negotiation and dialogue, which is a very different skill set. In the south of the country, the ANH believes there is vast potential, underexplored in part due to militant activity and sees the continuation of peace as critical to maximising hydrocarbon recovery in the onshore.

The Colombian oil & gas industry is at a turning point, with attracting international investment very much key to advancing the industry. The government has made significant effort in opening up the country and building a business friendly environment. With the offshore on the brink of being the next frontier, the world will be keeping a close eye on Colombia and how it will use its potential new found hydrocarbon wealth.

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BP: Adapting to the times - Where were they then? (Part 1)

The OGInsights team recently met with the BP corporate strategy department to discuss how the strategic direction of the company has changed since the collapse in oil prices. In this two part entry, we look at where BP were a year ago and where they are now in terms of strategic thinking.

Part 1: Where were they then?
At the beginning of 2015, BP already began planning for a "lower for longer" scenario, however growth was still very much top of mind. Reserve replacement was a key challenge to the company's longer term existence and the USD2 billion annual exploration programme at the time, assuming a USD5/boe finding cost, would only yield 400mmboe of new reserves compared to BP's annual production of c.750mmboe. BP wanted to maintain a quality exploration programme, but it was increasingly recognised that M&A would be needed to meet the necessary level of reserve replacement.

In terms of M&A, BP were looking for "scale and materiality" and needed to be in a position where it would be relevant to a country. They shared a few key themes of their strategic thinking back in 2015, with a focus on their African portfolio:

1. Existing portfolio sufficient

• They were satisfied with their positions in Africa (Angola, Egypt, Algeria) and did not see other opportunities in the region of sufficient scale to justify a new country entry.

2. Brazil over West Africa

• Although the West African Transform Margin was an attractive play, BP's position in the conjugate Brazil offshore was seen as an easier play on the geology without the need to deal with multiple countries/governments along the West African coast.

3. Angolan monetisation

• Angolan geology was clearly a coveted part of the African portfolio, and in 2015, BP were reaching a critical phase of exploration testing with a series of wells in the year (which were technical successes).
• However, the Angolan position was littered with a lot of stranded discoveries and could not be developed on the current cost base.
• Options to monetisation being considered were sharing of costs, or acquiring to build critical mass there.
• Acquiring Cobalt was clearly something being considered.

4. Rebalancing to the onshore

• The company's portfolio was viewed as over exposed to deepwater and not the balance BP would like to be in a low oil price environment.
• They were glad to have missed out on East African gas story which has been plagued by delays and upcoming expensive developments.
• Tullow and Africa Oil continue to be monitored in the background, as an opportunity to rebalance the onshore portfolio, and NewAge's Congo position and Savannah Petroleum in Niger were added to the company's M&A screening hopper as emerging candidates.

In Part 2, we look at how BP's strategic direction has changed since 2015.

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Downgrade coming at Taq Taq?

Genel released a disappointing production update this morning with Q3 2016 working interest production of 53.1mbopd. For the quarter, Taq Taq and Tawke gross production averaged 58.6mbopd and 109.2mbopd respectively. Taq Taq’s production compares with 130mbopd a year ago.

A workover campaign on Taq Taq is ongoing with TT-27x and TT-07z completed in Q3 2016; a third side track, TT-16y, is currently underway.

As a result of the recent performance, FY16 production is expected to be at the bottom end of the 53-60mbopd guidance range and revenue will also be at the lower end of USD90-110 million guidance. There is increasing concern around a further reserves downgrade at Taq Taq and DNO’s Tawke field is the more prudent investment for now.

Separately, management continues to talk positively about the gas resources, but the development of Miran and Bina Bawi to look challenging in the current environment.

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Kenya First Oil

On 9th October, a government spokesperson said that President Kenyatta had held meetings with the Lokichar Basin oil companies (Tullow, Africa Oil, Maersk) on the Early Oil Pilot Scheme (“EOPS”). The EOPS has already received FID and will produce 2,000bbl/d, starting in June 2017. The oil will be trucked from the Lokichar Basin to Mombasa. The EOPS will allow the partners to establish a production history, providing valuable dynamic reservoir data. This implementation experience will assist in the planning of the full field development.

In the run up to the launch of the EOPS, the operator commissioned two trucks for the transport of a trial batch of crude from Block 10BB to Kenya Refineries. This trial is currently in progress and will help the partners to understand how the oil behaves under different operating conditions while on transit, and will help in determining the design, cost and type of equipment needed for the EOPS.

The Government expects to sign additional agreements in due course, including the Joint Partnership Agreement (“JPA”) that deals with the work related to the transportation of the crude oil to Lamu by pipeline.

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Support for the Danish DUC

On Wednesday 21st September Lars Christian Lilleholt, the Danish energy minister said that the government is determined to find an economically viable solution that will allow the Trya complex to continue production. This follows Maersk Oil’s announcement in April that it would cease production at the Tyra complex if no solution to extend its economic life during 2016.

The Tyra complex is operated by Maersk Oil on behalf of the DUC, a partnership between A.P. Moller Maersk (31.2%), Shell (36.8%), Nordsøfonden (20%) and Chevron (12%). Tyra is Denmark’s largest gas accumulation and the facilities are the processing and export centre for all gas produced by the Danish Underground Consortium (“DUC”). More than 90% of Denmark’s gas production is processed through the facilities, including production from Norway’s Trym field.

The government’s announcement is potentially positive for the Trym partners (Bayerngas 50%, Faroe 50% operator). Trym was acquired by Faroe from DONG E&P in July 2016 as part of a wider package; the transaction is expected to close in the coming months. Faroe’s acquisition case assumed Trym would cease production in 2018, so any extension of the Tyra complex could allow Faroe to book additional reserves.

Danish North Sea - DUC Network (Northern Segment)
Source: Maersk Oil

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Canacol doesn’t lose sleep over oil prices

Canacol is distinct from its Colombian E&P peers‎, being a gas-weighted producer with operations focussed in the Lower Magdalena Basin. Its gas operations and gas offtake contracts mean that the company has a much lower exposure to oil prices. In the company's recent investor update, it noted that it would generate EBITDA of USD107 million if the oil price was zero! Given this special situation within the Colombian and wider international E&P universe, we look to dedicate a few articles looking at Canacol in more detail.

Canacol: Sensitivity to WTI
Source: Investor presentation

Canacol was initially established as a Latin American focussed E&P and listed on the Toronto stock exchange in 2009 through a reverse takeover. The company has somewhat haphazardly experimented with different strategies and now appears to have settled on one that works: gas production supplying the growing domestic market. As a result of its past, the company has now amassed a position of 23 blocks in the Magdalena, Llanos and Putumayo Basins as well as a service contract in Ecuador, through a series of acquisitions and licensing rounds. It also previously held assets in Brazil and Guyana which have now been sold off.

Key acquisitions in the company’s history include:

• Carrao Energy (November 2011) which came with LLA-23 and Middle Madalena blocks Santa Isabel, VMM-2 and VMM-3
• Shona Energy (December 2012) which had a 100% interest in Esperanza and production in four blocks across Colombia
• 100% interest in VIM-5 and VIM-9, acquired from OGX in December 2014

Esperanza and VIM-5 are now the key assets in the company’s portfolio.

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Shell Gulf of Mexico divestment

On 29^th August, Shell announced that it had agreed to sell 100% of its interests in the Gulf of Mexico Green Canyon Blocks 114, 158, 202 and 248 (the Brutus/Glider assets), to EnVen Energy Corporation for USD425 million in cash. These assets do not appear to form part of Shell's core strategy in the region, with recent activity focusing on the Mars/Vito/Na Kika areas to the east.

The Brutus/Glider assets include the Brutus Tension Leg Platform, and the Glider subsea production system, as well as the pipelines used to evacuate production from the platform. The assets have a combined current production of 25mboepd, although the Brutus platform has capacity to produce 130mboepd.

Given investors' key concern is around the company's debt levels (Shell has over USD75 billion in net debt following the acquisition of BG), and negative free cash flow at current oil price levels, the divestment is welcome and is a step towards the USD30 billion divestment programme mentioned last year.



Source: Shell

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Kurdistan consolidation? DNO's proposed offer for Gulf Keystone

On Friday 29^th July, DNO made a proposal to acquire Gulf Keystone for USD300 million in cash and shares. The tactics around the timing of this offer are unclear, given that Gulf Keystone are part way through a creditor restructuring. Negotiations during creditor processes are generally messy with the potential acquirer having to become involved in discussions with the debt holders, who hold significant power given their ability to "pull the plug" on the distressed company and/or dictate restructuring terms that lead to massive dilution of the existing shareholder base.

The offer of USD300 million, which comprises c.USD120 million in cash and the remainder in shares, represents:

• a 20% premium to the share price of $0.0109 at which, on 14^th July 2016, Gulf Keystone issued shares representing 5.6% of its share capital; and
• a 20% premium to the price at which Gulf Keystone intends to issue further shares. 

DNO further noted that the cash element of the offer would provide an early exit for noteholders and bondholders unable or unwilling to hold equity in DNO.

The acquisition of Gulf Keystone would create further scale and operational synergies for DNO in Kurdistan, and the enlarged entity would operate the Tawke and Shaikan oil fields, with current combined net production of c.89mbopd. Gulf Keystone holds a 58% stake in and operates the Shaikan oil field at a current level of ~40,000b/d, which is transported daily by road tanker to DNO's unloading and storage hub at Fish Khabur for onward pipeline transport to export markets.

For the past couple of years, Gulf Keystone's debt has dominated its story and a combination with DNO together with a clean balance sheet is likely to be viewed favourably by the KRG. However, it is noted that the heavy-oil Shaikan project is a high capex and low margin business that would generate a relatively low rate of return for DNO. As with Genel at Miran, DNO will likely need the support of a farminee to push ahead with the full field development.

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Gulf Keystone debt restructuring

On 14^th July, Gulf Keystone announced the terms of its proposed balance sheet restructuring, marking the culmination of months of discussions with the company's debt holders. The restructuring, if approved by shareholders, will be implemented by way of a debt-for-equity swap and will see existing shareholders significantly diluted.

The company has c.USD600 million of debt, comprising USD335 million of Convertible Bonds and USD266 million of Notes. The restructuring proposes:

• USD335 million of Convertible Bonds: Complete equitisation
• USD266 million of Notes: Refinanced with USD100 million of new notes (the "Reinstated Notes") and through equitisation

Pro forma capital structure

Post transaction, balance sheet debt will be reduced from c.USD600 million to USD100 million. As part of the restructuring, it is envisaged that an USD25 million equity raise be launched as an open offer to the existing shareholders, equating to 10% of the restructured entity if fully subscribed.

Existing shareholders will be significantly diluted and will hold 5% of the company post transaction (pre-open offer) and 14.5% of the company if they fully subscribe to the open offer. Convertible bondholders will represent 20% of the company and the current noteholders will hold 65.5% of the company.

Pro forma ownership

The restructuring is subject to shareholder approval and will be implemented through a UK scheme of arrangement. The board of Gulf Keystone has recommended that shareholders support the transaction, failing which, the company is expected to enter into a formal insolvency and liquidation process.

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