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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Brasse - Brage's younger sibling

On 11^th July, Faroe announced the completion of a successful side-track appraisal well on the Brasse discovery in PL740 (50% WI) in the Norwegian North Sea and revised volume estimates for the discovery.

The objective of the Brasse side-track well was to appraise the south-eastern part of the structure previously identified by the main discovery well. The side-track reached a depth of c.2,530m and encountered a 25m gross oil column and a 6m gross gas column. The side-tack encountered oil and gas in good quality Jurassic reservoir sandstones, similar to those seen in the main well.

Total gross volumes of recoverable hydrocarbons are now estimated to be 28 – 54mmbbl of oil and 89 – 158bcf gas (43 – 80mmboe in aggregate, which compares with pre-drill estimate of 14 – 33mmbbl). The reservoir is of good quality and believed to be analogous to the effective reservoir at the Brage producing oil field in which Faroe has a 14.3% interest.

The Brasse discovery is located within tie-back distance to existing infrastructure with available capacity. It is c.15km to the south of the Brage field platform, c.15km east of the Oseberg Sør field platform, and c.15km to the south east of the Oseberg field platform. Faroe and its partner, Point Resources (50% WI), will now begin assessing options for monetising this discovery.

Brasse area map

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Det Norske-BP: the Norwegian megaforce

On 10th June, Det Norske announced that it will merge with BP Norge through a share purchase transaction to create the leading independent E&P company on the Norwegian Continental Shelf. The company will be renamed Aker BP, with Aker and BP as main industrial shareholders holding 40% and 30% of the company respectively; the remaining 30% in Aker BP will be held by Det Norske’s other current shareholders. Note that Aker is currently Det Norske’s main shareholder with a 49.99% of the company. The effective date of the transaction is 1st January 2016 and it is expected to close at the end of 2016, subject to approval by the relevant authorities.

For some time, BP have been looking to sell down their Norwegian position but having been unable to do so for cash, it is interesting to note that they have now accepted shares and follows the trend of Statoil’s recent acquisition of a shareholding in Lundin. The BP branding on the name of the new company now suggests that they may see themselves as longer term players in the Norwegian Continental Shelf.

Det Norske will issue 135.1million new shares at a price of NOK80/share to BP as consideration for all the shares in BP Norge. BP Norge will subsequently be a wholly owned subsidiary of Det Norske. Concurrently, Aker will acquire 33.8million of these shares from BP at the same share price to achieve the agreed-upon ownership structure. The acquisition of BP Norge includes the assets, a tax loss of USD267million and a net cash position of USD178million. All of BP Norge's roughly 850 employees will transfer to the combined organization upon completion of the deal.

Aker BP will hold a portfolio of 97 licences on the Norwegian Continental Shelf, of which 46 are operated. The combined company will have an estimated 723mmboe 2P reserves, with joint production of c120mboepd, with scope to organically double production to more than 250mboepd by the early 2020s. Aker BP will benefit from the combined strength of Det Norske's efficient, streamlined operating model and BP's long experience in Norwegian offshore operations, asset knowledge, technical skills and international experience. Det Norske and BP believe the larger independent company will be able to actively pursue M&A opportunities on the NCS.

Øyvind Eriksen, chairman of the board of directors of Det Norske commented: "Aker BP will leverage on Det Norske's efficient operations, BP's international capabilities and Aker's 175 years of industrial experience. Together, we are establishing a strong platform for creating value for our shareholders through our unique industrial capabilities, a world-class asset base, and financial robustness."

BP group chief executive Bob Dudley commented: "BP and Aker have matured a close collaboration through decades, and we are pleased to take advantage of the industrial expertise of both companies to create a large independent E&P company. The Norwegian Continental Shelf represents a significant opportunity going forward and we are looking forward to working together with Aker to unlock the long term value of the company through growth and efficient operations. This innovative deal demonstrates how we can adapt our business model with strong and talented partners to remain competitive and grow where we see long-term benefit for our shareholders."

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Barents Sea licence awards

The Norwegian Ministry of Petroleum and Energy has issued ten new production licences in the Barents Sea as part of Norway’s 23rd licencing round, following applications made by 26 companies in January. This is the first time since 1994 that new exploration acreage has been made available to the industry in the southeastern Barents Sea. 

From the International E&P names:

• Lundin has been awarded interests in five licences (three as operator)
• Det Norske has been awarded interests in three licences (one as operator)
• Tullow has been awarded an interest in one licence (non-operated)
• Cairn (through its Capricorn Norge subsidiary) has been awarded three licences (one as operator)

The companies have committed to binding work programmes that primarily include a drill or drop decision to be made within two years.

Barents Sea licence areas
Source: NPD

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Statoil acquires a further stake in Lundin Petroleum

On 14^th January, Statoil announced that it had acquired 37.1 million shares in Lundin Petroleum, corresponding to 11.9% of the company. Statoil says that it paid c.SEK4.6 billion for the shares, which equates to a price of SEK120/share or a 28% premium to the share price close as of yesterday at SEK97. Statoil purchased the shares over the past few weeks and says it is supportive of Lundin management, its board of directors and strategy, but there is currently no plan to increase its shareholding in the company.

This article was originally posted on 14^th January 2016 and has since been updated

Statoil says "this is a long term shareholding. The Norwegian Continental Shelf is the backbone of Statoil's business, and this transaction indirectly strengthens our total share of the value creation from core, high value assets on the NCS". Despite the longer term strategic rationale, the move is unexpected. Lundin is one of the more expensive E&P stocks and the transaction further increases Statoil’s exposure to the giant Johan Sverdrup development. Questions are now being asked by the market on whether Statoil can continue to pay its dividend.

From an E&P sector perspective, the move is encouraging as it demonstrates industry interest in the subsector, and the news should help shore-up Lundin’s share price. Nevertheless, corporate activity is likely to remain muted until the oil price starts to recover and confidence returns to the sector.

**Update**
On 3rd May, Statoil and Lundin announced than it had acquired an additional 15% in  Edvard Grieg (licence PL388) from Statoil in exchange for issuing 31.3million shares to Statoil worth USD578million. The transaction is expected to close on 30^th June 2016, pending regulatory approvals.

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Ophir's Fortuna farm-out terminated

On 29^th April 2016, Ophir announced that it had terminated its Fortuna farm-out discussions with Schlumberger. Back in January, Ophir announced that it had entered into a non-binding Heads of Terms Agreement with Schlumberger for upstream participation in the Fortuna FLNG development that would result in the oilfield service company carrying Ophir to first oil. However, the two companies have been unable to complete the transaction on the terms agreed and discussions have been terminated.

Ophir’s management must now demonstrate its continued confidence in its ability to attract an alternative partner for the FLNG project. Although development costs have continued to fall as studies continue, reservations still exist about any plans for Ophir to self-fund and sole risk this development.

Having completed the upstream FEED studies, gross upstream capex requirement from FID to first gas has been reduced again, to USD450-500million from USD600million. Ophir continues to progress the project, and fully-termed LNG sales agreements are nearing completion. Offtake selection has progressed to a decision between three alternative solutions. But given additional time is required to fully develop these options to binding agreements, FID has been pushed back to Q4 2016 with first gas now forecast for 2020.

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