OVL and GeoPark announce strategic partnership across Latin America

ONGC Videsh, the international arm of Indian oil & gas giant ONGC, and GeoPark have entered into a long-term partnership to acquire and invest in upstream projects across Latin America. Both companies have an existing presence in the region and the partnership will help the two companies work together as a consolidator of assets to build a large scale business.

GeoPark has a sporadic portfolio throughout Latin America and has aspired to build a large portfolio. It has been semi-successful at doing so with recent growth underpinned by its Colombian position in LLA-34 (55% operator, with Parex 45%) and current production of c.30mboepd. In Chile, Argentina and Peru, GeoPark is also operator and one of the few Latin American focused E&Ps that has made an attempt at venturing beyond Colombia.

GeoPark acreage
Source: GeoPark

ONGC has a small presence in Latin America with production of c.34mboepd. It has built its position through a series of compact partnerships and assets dominated by heavy oil. ONGC aspires to build its international business noting that it announced its intention to spend USD10-12 billion in overseas acquisitions and partnerships back in 2015. It now appears to have found its niche in Latin America where it can build up a larger platform having tested the waters.

GeoPark and ONGC acreage
Source: Wood Mackenzie, OGInsights

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Petroamerica’s call for cash

A sign of the times, another independent raises funding as the low oil price environment continues to hit small producers hard. On 27th October 2015, Petroamerica became the next in line to ask for cash, raising USD20 million in debentures. The expensive cost of the debt at 13.5% reflects the high risk which investors are attributing to the sector, and also that of Petroamerica. The USD20 million will consist of two USD10 million tranches, with the first expected to close on or around 16 November 2015, and the second six months later.

This fund raise comes shortly after the acquisition of PetroNova and raises the question of whether Petroamerica acquired more than it could take on. A review of the PetroNova asset base suggests that the acquisition appears sensible – the CPO-7 and CPO-13 blocks provide existing production with commitment wells not required to be drilled until July 2016 and July 2017 respectively, the Tinigua block has attractive fiscal terms (0% X-factor) although a commitment well is also required by July 2016 and Petroamerica’s Put-2 position is consolidated to 100%.

Petroamerica - PetroNova combined portfolio
Source: Petroamerica

In hindsight, it can be seen that Petroamerica’s woes stem from pre-PetroNova. At the end of 2014, the company had seven exploration wells and seismic commitments and balance sheet cash of USD73 million, out of which the redemption of a c.USD40 million debenture would be required (essentially leaving the company with c.USD33 million to fund its activities). The exploration portfolio is clearly one for a USD100/bbl oil price environment where production cash flows would have funded drilling. However, at current low oil prices, Petroamerica has been loss making – balance sheet cash as at the end of June 2015 was USD23 million; netbacks fell to USD9.1/bbl for the six months ended 30 June 2015 compared with USD54.2/bbl for the same period last year. The company has spent minimal capex in 2015 to date, conserving precious cash and only spending what it needs to maintain or manage production at its producing assets (Los Ocarros and Sur Oriente).

Some of the exploration commitment deadlines have now passed without being met (no drilling has been reported to date), yet no licences appear to have been relinquished. It is expected that Petroamerica are negotiating hard with the ANH to extend these deadlines; most likely, other cash-strapped Colombian E&Ps are doing the same. Petroamerica should be able to keep the lights on for now with the new USD20 million funding going towards satisfying the commitments. However, unless Petroamerica makes a significant discovery which it can bring onstream quickly, it will be stuck between a rock and a hard place as it continues to battle a declining production base, dwindling cash flows and a shrinking cash balance. It would not be a surprise if the company brings in partners to help with some of its commitments or raises more financing. In the meantime, Petroamerica’s case is not unique and there remains a long line of E&Ps that need more cash.

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Colombia calling: Petroamerica acquires PetroNova

Cartagena, Colombia
Source: http://www.backtrackers.nl/colombia/

The Colombian E&P landscape is characterised by a few IOCs with 100mmbbl+ of reserves (e.g. Repsol, Chevron, Occidental) and a large number of independent E&Ps. The smaller end of the scale is dominated by many small players with more than 25 companies with less than 2.5mmboe of reserves.

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Vetra: A Colombian story

Vetra Energia is a private Colombian based E&P with a sole focus on Colombia.

Its main asset is a 69.5% operated interest in the Sur Oriente block; Petroamerica is the partner on the block with 30.5% WI which it acquired through the merger with Suroco in 2014. Vetra Energia also has a 100% WI in the La Punta block and a 60% operated interest in VMM2 (40% Canacol) which contains the Mono Araña field.

In July 2013, Vetra Energia was acquired by a consortium led by ACON Investments and Capital International. The Vetra management team, along with private investors including oil & gas veteran Atul Gupta also participated in the acquisition. The Vetra management team and private investors participated through a vehicle called New VEG.

Vetra Holdings SARL was incorporated for the acquisition of Vetra Energia and is owned by the consortium members. Based on the company’s filings, the acquisition consideration is estimated to be c.USD440mm. This has largely been funded through pseudo-debt with USD265mm of Preferred Equity Certificates (“PECs”) issued to the consortium members and USD187mm of promissory notes issued to Vetra’s selling shareholders. The PECs carry no interest whereas the promissory notes carry a rate of 10% per annum.

In 2013, Vetra produced 5.6mmbbl or 15.4mbbl/d. However, latest filings with the ANH show that production had plummeted to 6mbbl/d in2014 suggesting that the consortium may have significantly overpaid for the acquisition. This view is supported by the valuation of the assets from public sources:

• Broker consensus read-through valuations of $92mm for Sur Oriente and <$1mm for the other assets
• Wood Mackenzie valuation of $63mm for Sur Oriente and <$1mm for the other assets
• Furthermore, Petroamerica recorded a write-down of $30.4mm on Sur Oriente in 2014

Sur Oriente is Vetra’s main asset and is located in the Putumayo Basin. It is owned through Consorcio Colombia Energy (“CCE”) in which Vetra holds a 69.5% interest and Petroamerica 30.5% interest. CCE holds a Crude Incremental Production Contract with Ecopetrol on Sur Oriente which entitles Ecopetrol a share of the block’s production which is determined by an R-factor. Petroamerica’s disclosure notes that Ecopetrol is entitled to 52% of production; the remaining 48% of production is shared between Vetra and Petroamerica per their interests in CCE. The block produces from three fields (Pinuna-Quillacinga, Cohembi and Quinde) and in 2014, gross production was c.14.3mbbl/d from six wells.

Production from Sur Oriente was historically trucked to the nearby Orito facilities and then exported via the Trans-Andean Pipeline (“OTA”) to the port of Tumaco on the Pacific coast where it is sold as the Colombian South Blend. In November 2014, a new export route was established for the Cohembi and Quinde fields with crude trucked to the Amazonas Station in Ecuador and transported through the Oleoducto de Crudos Pesados (“OCP”) pipeline which is expected to result in $8-10/bbl improvement in netbacks over time.

Pipeline export routes from Putumayo
Source: Petroamerica January 2015 corporate presentation

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Gran Tierra's little pain

Gran Tierra is a TSX and NYSE listed E&P with a focus on Colombia. Its main assets are the Costayaco and Moqueta fields in the Putumayo Basin which accounted for 88% of the company’s Colombian NAR production of 18.4mboe/d in 2014. The company also has an exploration portfolio in Brazil (supported by minimal production of 900bbl/d NAR in 2014) and Peru. In March 2015, Gran Tierra announced that it was suspending development operations on the Bretana field in Peru following disappointing drilling results at the end of 2015; all reserves related to the development have now been re-categorised as contingent resources. Exploration activities are expected to continue in the Peru with outstanding commitments of USD160mm over the next three years.

Although the company’s flagship assets are performing strongly, there are two unwelcome pieces of information buried in the company’s 10-K filing – there is an overriding royalty on the Putumayo blocks and a legal claim filed by the ANH against Gran Tierra over royalties.

Gran Tierra entered Colombia in 2006 through the acquisition of Argosy Energy’s assets in the country (Santana, Guayuyaco, Chaza and Azar blocks). Gran Tierra increased its interests in certain assets through the subsequent acquisition of Solana Resources, most importantly, taking the interest in the Chaza block from 50% to 100% in 2008. The original interests in 2006 are subject to a third party overriding royalty under an agreement entered into between Gran Tierra and Crosby Capital in June 2006. The agreement also allows for Crosby Capital to convert its royalty into a net profit interest (“NPI”) in certain circumstances. As at the end of 2014, the following arrangements were in place with Crosby Capital:

·         10% NPI on the originally acquired 50% WI in the Costayaco and Moqueta fields which lie in the Chaza block

·         35% NPI on the 35% WI in the Juanambu field in the Guayuyaco block

·         Various overriding royalty on production in the Santana block and Guayuyaco field in the Guayuyaco block

The ANH has also filed a claim against Gran Tierra in relation to the HPR royalty. This is a royalty which is paid on top of normal royalties and is triggered when the oil sale price exceeds c.USD37/bbl and cumulative production from an exploitation area exceeds 5mmbbl. The HPR royalty affects Gran Tierra’s Costayaco and Moqueta fields which are separate exploitation areas, but lie within the same block (Chaza).

Given the two fields, Costayaco and Moqueta, are separate exploitation areas (with the company further emphasising that they are separate hydrocarbon accumulations), Gran Tierra is currently only paying the HPR royalty on the Moqueta field which has recovered in excess of 5mmbbl to date. As at the end of 2014, recovery on Costayaco had reached 4.2mmbbl and therefore Gran Tierra has not yet commenced the payment of HPR royalty on this field.

The ANH have taken a different interpretation of the Chaza contract and view that the 5mmbbl threshold should be applied to aggregate cumulative production across all exploitation contracts within the Chaza block, meaning that Costayaco would also be subject to the HPR royalty. The ANH has challenged Gran Tierra’s position with a claim of USD64mm in respect of Costayaco HPR royalties. Gran Tierra and its legal advisers do not view that the ANH claim will be successful and the company has not made a provision in its accounts for this potential liability.

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