Centrica and Bayerngas combine forces

On 17^th July 2017, Centrica and SWM/Bayerngas announced that they had reached agreement to combine their E&P businesses. The respective E&P businesses will be vended into a newly incorporated JV with Centrica holding 69% and SWM holding the remainder 31% in the JV. Key assets in the combined business include Kvitebjorn, Stratfjord and Ivar Assen in Norway, Cygnus in UK and Hejre in Denmark.

Source: Centrica investor presentation

The combination will create a leading pan-European E&P with Centrica’s assets providing a strong production base and Bayerngas providing a development weighted portfolio. The JV will become one of the largest players across the North Sea and will be the biggest producer in 2017.

European E&P 2017E production rankings
Source: Centrica investor presentation

European E&P reserves rankings
Source: Centrica investor presentation

There is no consideration for the transaction, but Centrica will make a series of deferred payments totalling GBP340 million (on a post-tax basis) into the JV between 2017 and 2022; these payments are in respect of upcoming decommissioning in Centrica’s E&P portfolio.

The move signals Centrica’s and SWM’s desire of moving away from E&P to focus on their core utility businesses, in line with other European utilities in recent years, some of whom have completely exited E&P. This follows on from Centrica’s efforts of streamlining its upstream portfolio with the exit of Canada and Trinidad & Tobago earlier this year and SWM’s search for a buyer of its Bayerngas business.

Centrica was known to be in discussions with ENGIE E&P on a potential combination, however following the latter’s sale to Neptune, Centrica turned its efforts to other partners which likely included other “loose” North Sea portfolios such as Dong (now sold to Ineos) and Maersk Oil as well as consolidator Ineos. Bayerngas has also spent the last couple of years searching for a public E&P merger partner, but a lack of success in finding a suitable candidate eventually led to consideration of Centrica.

The rationale for this deal centers on the positioning of the combined business for an exit. In their standalone forms, the Centrica portfolio was likely to be too large to find a private equity buyer with the two large North Sea vehicles having done their deals (i.e. Chrysaor and Neptune) and with the Bayerngas portfolio having too much development to be attractive.

The combined business is now more balanced and is of a size that one day will appeal to private equity when more money is available in this space. Alternatively, an IPO is another exit option but will have to wait until the equity markets show signs of being open again to the oil & gas sector. Nevertheless the combined portfolio in its current form, whilst sizeable and sustainable for years to come, lacks a growth story needed to entice a buyer, whether that is private equity or the public markets.

The creation of an E&P focussed business through this JV should allow it to pursue a strategy independent of its utility owners, and this includes implementing investment and the portfolio rationalisation necessary to steer the business to an exit in the mid to longer term.