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Posts Tagged ‘merger’

Reuters has published an interesting article on the Exxon/CNOOC vs. Chevron/Hess dispute scheduled for arbitration next year in Paris. According to Reuters (emphasis added):

Getting the panel to consider the appraised value is central to Exxon’s claim that the deal is an asset acquisition disguised as a merger. Exxon believes the Guyana asset is so valuable that the merger would trigger a change of control and give Exxon and CNOOC a right of first refusal to the asset sale, the people said.

The Exxon argument implies that Hess’s only major asset is its share of Stabroek, which is hardly the case. Hess’s 30% Stabroek share is without question an important asset with great long-term potential, but Hess is also a major player elsewhere, most notably in the Bakken formation in North Dakota and the Gulf of Mexico. Implying that Hess was a single asset acquisition is thus misleading:

  • In Q4 of 2023, Hess produced 194,000 boepd in the Bakken formation vs. a Stabroek share of 128,000 bopd.
  • In 2023, Hess produced 20 million barrels of oil in the GoM and 40 bcf of gas making them the 8th highest oil producer and 7th highest gas producer.
  • Hess acquired 20 GoM leases in Sale 261, ranking first in total high bids ($88 million) among all participants.
  • Chevron and Hess GoM assets have significant potential for synergy. The combined company would be the 3rd largest GoM oil producer (behind Shell and bp) and the second largest gas producer (behind only Shell).

Exxon’s ally in this dispute is state owned China National Offshore Oil Corporation. CNOOC acquired their 25% Stabroek share when they purchased Nexen, a Canadian company (sound familiar?). Both the Canadian and US governments had reservations about this acquisition and nearly nixed the deal.

This dispute will continue to smolder given the delay in the arbitration hearings until May 2025. As previously mentioned, I believe the Government of Guyana should have intervened. I’m all for companies settling their disputes privately, but this dispute is over Guyanese resources, and the protracted delay could have implications for Guyana.

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Noble’s acquisition of Diamond Offshore will unite two safety management pioneers and long-time offshore safety leaders. The press release stresses the importance of their “culture commonality around safety, operational excellence and service posture,” and their “shared commitment to these foundational principles is expected to be a driving force toward a successful and seamless integration.” While such statements are common in corporate merger announcements, Noble and Diamond “walked-the-walk” for decades, so their statement is more than corporate lip service.

Noble and Diamond have been driving company and industry safety performance through their management and culture programs like Zero Incident Operations (ZIO), Global Excellence Management Systems (GEMS), SAFE Days, and Live Safe Code, and through participation in IADC safety initiatives.

Because of their outstanding safety, environmental, and compliance records, both companies received multiple Minerals Management Service SAFE Awards.

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Safety first: As a descendant of troubled Fieldwood Energy, which had a very poor safety and compliance record, QuarterNorth Energy (QNE) had much to prove. That said, QNE has had a good compliance record in its brief 2 year history. During 76 facility inspections in 2022 and 2023, QNE was cited for only 15 Incidents of noncompliance, all but 2 of which were warnings. This is on par with the companies that had the best compliance records during that period.

BSEE’s incident statistics are hopelessly out-of-date, with the latest data being for 2021, so we have limited information on QNE safety incidents. However, BSEE’s District Investigation Reports, which document the more significant incidents, are relatively current and no QNE incidents were investigated in 2022 and 2023.

Platforms: Consistent with the general sense that QNE inherited the best of Fieldwood’s facilities, the company’s 15 platforms include Bullwinkle, the Thunder Hawk floating production unit in 6050′ of water, and prominent shelf platforms Tarantula and Hickory.

The acquisition reunites 2 iconic Shell platforms under the same ownership. QNE’s Bullwinkle, installed in 1988 in 1353′ of water, is the world’s tallest (non-compliant) steel tower platform. Talos’s Cognac, installed in 1978 in 1023′ of water, is the first platform in >1000′ of water.

Production and reserves: Per Talos, QNE adds 30,000 boe/d of production and 69 million boe of reserves.

Drilling: Per BSEE records, QNE was the operator for 2 deepwater exploration wells, both of which are classified as completed.

Active leases: The QNE acquisition will add 51 leases to the Talos’s 143 lease inventory.

Recent lease sale activity:

SaleQNETalos
2572/110/10
2596/45/4
2616/414/13
total/high bids for QuarterNorth (QNE) and Talos

Sales price and decommissioning: QNE was already on the market for “more than $2 billion,” shortly after the company was formed. Talos is paying $1.29 billion consisting of 24.8 million shares of Talos’s common stock and approximately $965 million in cash. A case study of the complex Fieldwood bankruptcy and the outcomes for the various parties would be most interesting. Also of interest would be a study of the decommissioning obligations of the former companies and the extent to which the sale proceeds are being applied.

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Washington Post article (mainly commentary) on the Hess acquisition. Excerpts:

WP: “Chevron is acquiring oil driller Hess in a $53 billion all-stock deal announced Monday, bringing the energy giant deeper into the fossil fuel business at a time when policymakers are pressing for a broader transition to renewables.”

Comment: Many who live and work outside of the Post’s policy bubble differ on the urgency and practicality of the transition. Their primary concerns are reliable, secure, and affordable energy. Many elected representatives agree, which is why there is little national support for legislation restricting fossil fuels and imposing rigid transition timelines. Administrative actions, like the 5 year leasing plan, that handicap US offshore production are also being questioned.

And what are we transitioning to? Wind and solar are intermittent energy sources that can complement fossil fuel power generation, but not replace it. Nuclear energy has strong proponents, but faces stiff opposition, much of which is from the same groups that oppose fossil fuels. Other energy alternatives like ultradeep geothermal are very promising but are still years away.

WP: “The investments run counter to U.S. and global climate policies, which aim to rapidly phase out the internal combustion engine and shift power grids to zero emissions energy. The International Energy Agency reported last month that demand for oil, gas and coal will peak by 2030 before going into a steady decline, leading its executive director, Fatih Birol, to warn oil company executives that decisions to double down on fossil fuel infrastructure could prove misguided.

Comment: Fortunately, IEA does not dictate corporate investment decisions. Perhaps IEA should look more closely at their own forecasts which show essentially no decline in oil or gas demand through 2050. Their assertion that demand for all fossil fuels will peak by 2030 is based on their speculative forecast calling for a sharp decline in coal demand, even though coal consumption is currently at record levels. IEA’s forecasts are also dependent on questionable assumptions such as this: “50% of new US car registrations will be electric in 2030.”

S&P Global sees oil demand rising by about 7 million b/d to 109.3 million b/d in 2030, before a gentle decline in the latter half of the 2030s, with oil falling to 100.8 million b/d in 2050. OPEC expects global oil demand to rise to 110 million barrels per day (bpd) and overall energy demand to rise 23% by 2045.

WP: “Still, the massive acquisitions from both Chevron and Exxon indicate their executives believe fossil fuels will continue to drive their business well into the future. Emphasizing affordability, company executives have said they see oil and gas alongside renewables.”

Comment: Spot-on. The WP could have shortened their commentary to these 2 sentences.

WP: Alex Witt, senior adviser for oil and gas at the advocacy group Climate Power, said the Hess acquisition shows the company’s true priorities. “Today’s news proves what we already knew — Chevron executives only care about the short-term, putting potential profits over the lives of families and the future of our planet,” Witt said in a statement Monday.

Comment: Or perhaps both Chevron and the lives of families will benefit, as they have in the past.

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“Stampede,” Gulf of Mexico: Hess 25% owner and operator, Chevron 25% owner
  • Most importantly, both companies have excellent safety and compliance records as evidenced by their Honor Roll achievements.
  • Hess is an attractive company with impressive assets. Were there other suitors?
  • Chevron is currently a partner on the Stampede, Esox, and Tubular Bells deepwater projects that are operated by Hess. There is thus an established deepwater development relationship.
  • The acquisition of Hess means that Exxon and Chevron will now be partners in Guyana. That should be interesting.
  • Chevron’s CEO Mike Wirth is quoted as saying “We’ve got too many CEOs per BOE, so consolidation is natural.” That comment seems a bit self-serving, but makes sense from the perspective of an acquiring CEO. Employees of the companies being acquired may have a somewhat different view.
  • In the Gulf of Mexico, will the combined company be greater than the sum of the parts in terms of lease acquisition, exploration, and development?
  • Will combining the companies limit the diversity of geological assessments and exploration strategies?
  • Consolidation affects participation in workshops and on committees engaged in assessing technology and developing standards. More limited participation in these activities, which are critical to offshore safety, was a justified concern of my former boss, the late Carolita Kallaur.
  • Add Hess to the list of important offshore operators that, for all intents and purposes, no longer exist. This list includes (among others): Amoco, Arco, Texaco, Getty, Gulf, Unocal, Sun, Anadarko, BHP, Mobil, Phillips (or Conoco), Noble Energy, Pennzoil, Kerr-McGee, and Newfield.

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Sept 22 (Reuters) – Talos Energy Inc (TALO.N) said on Thursday it will buy EnVen Energy Corp, a private producer in the deepwater U.S. Gulf of Mexico, in a $1.1 billion deal including debt.

As the data below demonstrate, this is a significant merger from a regional perspective. In 2021, the combined company would have been the sixth largest GoM producer of both oil and gas. The two companies are operating 105 platforms, and their 8 deepwater (>1000′) platforms are 14% of the GoM total. Their compliance records, while not at Honor Roll levels, are better than the GoM average based on INCs/inspection. Some major decommissioning projects loom (see the second table below), and the extent to which the merged company is financially prepared for these obligations is unknown. Particularly noteworthy is the Cognac platform, which was the world’s first platform installed in >1000′ of water.

EnVenTalos
2021 Oil (MMbbls)9.617.5
GoM oil rank137
2022 Gas (Bcf)12.634.8
GoM gas rank169
2021/2022 well starts88
platforms: total1491
platforms >1000′44
BSEE inspections37176
2022 INCs (W, CSI, FSI)12/4/138/23/10
INCs/inspection0.460.40
INC=incident of noncompliance; W=warning; CSI=component shut-in; FSI=facility shut-in

Decommissioning obligations of note:

Platformownertypewater
depth
(ft)
installed
Amberjack Talosfixed11001991
VK 989Talosfixed12901994
Ram PowellTalosTLP32161997
GC 18Talosfixed7501986
CognacEnVenfixed10231978
LobsterEnVenfixed7751994
BrutusEnVenTLP29002001
PrinceEnVenTLP15002001
Cognac platform

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