Private equity backed Neptune Energy acquires Engie E&P

On 11^th May, Neptune Energy announced that it had agreed to acquire Engie's upstream portfolio, Engie E&P International ("EPI"). In 2011, Engie had sold 30% of EPI to China Investment Corporation ("CIC"), retaining a 70% interest in the business. As part of the transaction, Neptune Energy will pay USD3.9 billion for the 70% stake and also take over CIC's 30% stake, in return for CIC becoming a 49% shareholder in Neptune Energy. The Carlyle Group and CVC Capital Partners will together hold 51% in Neptune Energy.

The USD3.9 billion headline transaction value includes c.USD95 million of contingent payments linked to certain operational milestones. EPI will also retain the decommissioning liabilities associated with the portfolio (i.e. transferred to Neptune Energy), allowing Engie to deconsolidate c.USD1.2 billion of decommissioning liabilities from its balance sheet. The deal implies a transaction multiple of EV/2P of USD6.3/boe (based on transaction value of USD3.9 billion).

The EPI portfolio is focussed on North West Europe with additional operations in North Africa and South East Asia and includes a mix of exploration, development and production assets. However, Engie has agreed to retain the Algerian gas development as part of the deal. The portfolio will be gas weighted and is underpinned by a number of key long-term assets including Snøhvit and Njord in Norway, Cygnus in the UK, Römerberg in Germany and Jangkrik in Indonesia.

The acquisition will propel Neptune Energy into one of the largest international E&Ps with the deal expected to close at the beginning of 2018.

International E&P reserve rankings
Source: Company disclosure, OGInsights

International E&P 2016 production rankings
Source: Company disclosure, OGInsights

Neptune was established in 2015 by The Carlyle Group and CVC Capital Partners, targeting large oil & gas opportunities becoming available during the oil price downturn It is headed by industry veteran and former Centrica CEO Sam Laidlaw. Neptune intends to grow the portfolio organically and through bolt-on acquisitions, with ambitions to create a “large, independent E&P company” over the next five years.

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Shell sells onshore Gabon to Carlyle

On 24^th March, Shell announced the sale of its onshore Gabon assets to Assala Energy Holdings (a portfolio company backed by Carlyle Group).

Assala will pay USD587 million and assume debt of USD285 million, taking “enterprise value” to c.USD870 million. Shell will also receive up to a further USD150 million in contingent payments depending on oil prices and performance. This compares with a Wood Mackenzie NPV10 of c.USD600 million and implies that some value being placed on the gas resources.

The onshore portfolio comprises c.60mmbbl of oil (commercial) and c.160bcf of contingent gas. The gas is currently undeveloped due to a limited market, but could one day be used to supply local power generation. The portfolio produces c.35mbopd of and Shell Trading will retain lifting rights from the assets for the next five years.

The licences being acquired are a mix of PSCs and concessions with some of the concessions being converted into PSCs over the last 10-20 years when they came up for renewal. The licences are owned directly and indirectly through a JV with the Gabonese government (75% Shell, 25% State). The largest asset in the portfolio is Toucan which commenced production in 2003 – significant investment was made between 2012-2014 as part of an additional phase of development to extend the field life to c.2030.

The offshore licences (BC9 and BC10) are excluded from the same, where Shell made the large Leopard-1 discovery in 2014 which is estimated to contain close to 1tcf of recoverable gas.

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