DUG Mid-Continent Conference

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DUG Mid-Continent Conference 2014 U.S. A&D Market Update March 3, 2014

Craig Lande [email protected] 713-585-3335 www.rbcrichardsonbarr.com

Notable U.S. E&P Themes ƒ Oil prices steady at ~$95 – $100 / Bbl level for front months

Commodity Prices Trending Differently

– However, backwardation results in below $80 / Bbl five years out ƒ Gas prices have rallied due to cold winter – Back of the curve remains below $4.50 / MMBtu ƒ Buyer price decks now distinctive

Capital Markets Wide Open / JVs Flatlined

Valuation Arbitrage: Shift from A&D to IPO

Private Equity, MLPs and Mid / Small Caps are Making the Market

ƒ High yield remains attractive and important source of funds for acquisitions ƒ E&P equity markets very strong; IPO window open ƒ JV market muted; appetite only for core and oily opportunities ƒ Six IPOs since July 2013: Jones, Athlon, Antero, EP, RSP, Rice ƒ ~ 4 companies actively contemplating IPO in next 12-18 months ƒ Private Equity continues to shape A&D landscape ƒ MLPs continue to aggressively pursue mature, conventional assets – Financial Buyers acquired ~80% of Mid-Con assets over LTM ƒ Mid / Small Caps aggressively pursuing transformative deals due to HY ƒ Majors and Large Caps sellers of assets to re-position portfolios

Majors and Large Caps: “Shrink to Grow”

– Trying to mitigate massive valuation disparity (multi-basin vs focused) – Mid-Con has been primary area for Public selling ƒ Focused on U.S. onshore, particularly Big 3 oil plays

1

Seminal Events And Transactions Of 2013 And 2014 Permian

IPO

IPO

Confidential

MLP

IPO

February Multi-Basin $4.9 Billion

Strategic

August Initial Public Offering $363.2 Million

MLP

Private Equity

2

IPO

January Initial Public Offering $664 Million

July GOM Shelf $3.8 Billion

Private Equity

Private Equity

July Initial Public Offering $187.5 Million

Private Equity

February Permian – CBP $2.6 Billion

December Wolfcamp $950 Million

February Hugoton $1.4 Billion

Strategic IPO

June Multi-Basin $800 Million

January Initial Public Offering $166 Million

October Initial Public Offering $1.6 Billion

August Permian “sizzle” Index +20% during week

June Postle Field $850 Million

MLP

Private Equity

October Anadarko Basin $1.0 Billion

Strategic

September Bakken $1.4 Billion

November Eagle Ford $6.0 Billion

Strategic

October Uinta $652 Million

Source: RBC Richardson Barr database. Certain figures above are RBC estimates. Note: Acreage values and implied $/acre metrics calculated after allocating for associated net production. Note: Large caps include: COP, OXY, APC, EOG, APA, MRO, DVN, NBL, ECA; Small caps include: PDC, FANG, FST, CRZO, MPO, BCEI, MHR, SN, SFY, REXX, REN, CRK, CWEI, AREX, JONE; MLPs include: LINN, VNR, EVEP, BBEP, LGCY, QRE, MEMP, PSE, LRE, MCEP; Permian includes: PXD, CXO, LPI, FANG, ATHL, EGN, CWEI, AREX.

January Utica $924 Million

IPO

January Initial Public Offering $1.1 Billion

2013 U.S. A&D Market Was “Quiet” U.S. A&D Asset Supply

Resource Play Conventional

Negatives

$60 $60 $55

KKR / Samson $7.2 B

$32 $43

$50 - $60

$33

$28

ƒ More failed deals – buyers increasingly discerning, focused on ‘core-of-core’ assets ƒ Lack of high profile conventional corporate acquisition in 2013 – Samson ($7.2 B) in 2011 and El Paso ($7.2 B) in 2012

$23

$27 $8 $7

$14

$13 2010 3

$42

Apollo / El Paso $7.2 B

ƒ Hot IPO Market resulting in companies with aggregate EV of ~$28.6 B going public rather than transacting in private market ƒ Fewer JV’s, < $3 B in 2013 vs. $10 B avg. in 2010 – 2012, now requires ‘brand’ operator in ‘Big 3’ play

RBC Estimate

Transaction Volume ($B)

$56

Impactful Recent Trends

2011

2012

2013

$5 $3 2014 YTD 2014

Source: RBC Richardson Barr internal database. Includes only U.S. onshore transactions of $20+ million since January 1, 2010.

Positives ƒ Majors and Large Caps “shrink to grow”, selling assets to reposition portfolio and mitigate valuation disparity

Mid-Continent Asset Supply Increasing

Apache / Cordillera $2.8 B

Sinopec / CHK JV $1.0 B

$8.9

4

$6.6 Miss Lime

$5.6 $5.6

$4.9 $2.4

$3.4

2010

2011

$4 - $6 RBC Estimate

Transaction Volume ($B)

Miss Lime

$2.4

2012

Source: RBC Richardson Barr internal database. Includes only U.S. onshore transactions of $20+ million since January 1, 2010.

2013

2014 YTD

Commodity Price Environment Near-Term Oil In Industry Comfort Zone, Steep Backwardation In 5-Year Strip $130

Volatile Near-Term Gas Driven By Harsh Winter, Conservative Forward Strip $7.00

Historical WTI Front Month NYMEX Strip

NYMEX Strip

$120

Buyers holding price decks flat after 2 years to stay competitive in auctions

$100

$90

$80

Buyer Price Deck: $85 – $90 / Bbl

Break-Even: ~$80 / Bbl

$70

$60 Jan 12 Jan 13 Jan 14 Jan 15 Jan 16 Jan 17 Jan 18 Jan 19

5

Source: Bloomberg data as of February 28, 2014. *Illustrative barrel assumes 42% Ethane, 28% Propane, 8% Butane, 9% Iso-Butane, 13% Natural Gasoline.

$6.00

Natural Gas Price ($ / MMBtu)

Oil Price ($ / Bbl)

$110

Historical HH Front Month

$5.00

Break-Even: ~$4.50 / MMBtu

$4.00

$3.00

$2.00

$1.00 Jan 12 Jan 13 Jan 14 Jan 15 Jan 16 Jan 17 Jan 18 Jan 19

Liquid Debt & Equity Capital Environment Equity markets currently wide open but window can close quickly

E&P Equity Capital Markets Activity Since 2011 Follow-On Of f erings C-Corp IPOs $4.4

$4.0 $3.7 $3.3 $ in Billions

$2.9 $0.7

$2.2 $1.9 $3.7

$1.3

$1.5

$0.6

1Q 11

2Q 11

$0.2 3Q 11

$1.9

$4.4

$1.1

$1.0

$2.5

$1.6

$1.4 $1.8

$0.8 $1.0

$0.7

4Q 11

$0.4

1Q 12

2Q 12

3Q 12

4Q 12

$2.2

$0.6

$0.3

1Q 13

2Q 13

E&P Debt Capital Markets Activity Since 2011 High Yield

Quarterly Avg. $2.3 B

$3.1

$0.7

$ in Billions

$2.2

$2.5

3Q 13

4Q 13

1Q 14 To-Date

High Yield market remains strong despite rise in interest rates

$10.9 $8.6

$7.1

$7.1

$7.2 $6.3

$4.6

$4.0

Quarterly Avg. $6.0 B

$5.4

$5.4

$4.3

$1.7 $0.9 1Q 11 6

2Q 11

Source: Dealogic.

3Q 11

4Q 11

1Q 12

2Q 12

3Q 12

4Q 12

1Q 13

2Q 13

3Q 13

4Q 13

1Q 14 To-Date

The IPO Market Has Rewarded Focused Companies

Company

Total

7

Offering Date

Focus Area(s)

Private Equity Sponsor

2014E Production Growth (YOY)

EV at IPO ($ MM)

Current Valuation

Jul-13

Mid-Continent Cleveland Woodford

Metalmark

42%

Aug-13

Permian Wolfberry Wolfcamp

Apollo

Oct-13

Appalachia Marcellus Utica

Jan-14

EV / 2014E Production

EV / 2014E EBITDA

EV / Net Acre(1)

$1,619

$77,021 / Boepd

6.2x

$9,132

66%

$1,890

$169,738 / Boepd

9.2x

$26,057(2)

Warburg Yorktown

86%

$12,466

$18,216 / Mcfepd

13.6x

$31,658

Multi-Basin Eagle Ford Wolfcamp

Apollo Riverstone

13%

$8,664

$82,151 / Boepd

4.9x

$20,001(3)

Jan-14

Permian Wolfcamp Wolfberry

NGP

38%

$1,390

$195,013 / Boepd

9.2x

$42,978

Jan-14

Appalachia Marcellus Utica

NGP

127%

$2,536

$12,633 / Mcfepd

12.3x

$32,016

$28,565

Source: Company filings, Investor Presentations, RBC Estimates, FactSet as of February 28, 2014 market close. (1) EV / Net Acre calculated by allocating PDP PV-10 for production value; Jones production value assumes $40,000 / Boepd; Rice production value assumes $2,000 / Mcfepd. (2) Pro forma January 24, 2014 announced acquisition. (3) EP Energy $ / Acre calculated only using Eagle Ford and Wolfcamp acreage.

U.S. Onshore Demand Over Past 12 Months Current Themes ƒ ~$75 B and 250+ teams

$14.7

ƒ Fueled by high yield market

$11.0

ƒ Mature, conventional assets with low declines ƒ Demand limited to “core-of-core”

ƒ Operationally challenged, need team to come with asset ƒ ‘Brand’ operator in ‘Big 3’ play

8

$4.9

$2.4

Devon / GeoSouthern $6.0 B

Private Equity (conv. oil / gas)

Mid / Small Caps (oil resource plays)

Private Equity buying has increased

MLPs / Trusts (conv. oil / gas)

Large Cap (oil resource plays) International buying has decreased

$1.8

$0.8

Internationals

International JVs (oil resource plays)

Source: RBC Richardson Barr internal database. Note: Includes select U.S. onshore asset transactions of $20+ million since February 28, 2013. Chart does not show $1.9 B of Private Co. acquisitions, $0.4 B of Non-Traditional acquisitions, nor $0.1 B of Major acquisitions. Does not include corporate acquisitions.

Financial Buyers Increasingly Active In E&P Space Private Equity Sponsor Overview – Number of Management Teams 42

39

$75+ Billion 40+ sponsors 250+ portfolio teams

35

17

17 11

1

2

3

4

$60 Billion in Acquisitions since 2010 100% of IPO Market

5

8

6

Yorktown

8

7

8

7

9

7

10

6

5

6

5

4

4

3

3

11

12

13

14

Goldman 15 Sachs PE

16

17

18

E&P MLPs Growing Rapidly Via Acquisitions – $41 B In Aggregate EV

$3.9

$2.5

$2.4

$2.4

$2.4

$2.1

$0.8

$0.7

$0.6

$0.3

$4.2

$23 Billion in Acquisitions since 2010

$19.1

$41

MLP

1

2

3

4

5

6

7

8

9

10

11

12

13 Total

Acquisitions $ MM (2010-TD)

$10,906

$2,103

$2,946

$1,594

$931

$1,393

$758

$1,284

$514

$126

$52

$39

$22,646

9

Source: RBC Richardson Barr; Factset market data as of February 28, 2014 Note: Certain figures above may be estimates

Financial Buyers Are Dominating The Mid-Continent Le Norman Conf. February 2014 $1.4 Billion $12,600 / Mcfepd

December 2013 $336 Million $20,600 / Acre

December 2012 $655 Million $4,100 / Acre

June 2013 $850 Million $114,865 / Boepd

February 2014 $680 Million $2,200 / Acre

June 2012 $445 Million $5,855 / Mcfepd

October 2013 $1 Billion $5,500 / Acre

% Financial Buyers

FourPoint

2012: 69% May 2013 $438 Million $7,300 / Mcfepd

10

Various

2013: 77% 2014 YTD: 100%

January 2014 $268 Million $7,500 / Mcfepd

November 2013 $343 Million $7,800 / Mcfepd

“Core of Core” Valuations Are Competitive With Public And IPO Market Bakken Index: $19,400 / Acre

$25,300 / Acre

Conf

$17,000 / Acre $45,500 / Acre $163,000 / Boepd

$12,000 / Acre Mid-Con Index:

$15,000 / Acre

Appalachia Index:

$6,900 / Acre Conf

$32,200 / Acre

$13,700 / Acre $20,400 / Acre

Permian Index: $25,600 / Acre $30,100 / Acre Conf.

$18,200 / Acre

$22,000 / Acre $46,600 / Acre $39,900 / Acre Conf

$26,000 / Acre 11

Eagle Ford Index: $27,800 / Acre

$54,300 / Acre $34,500 / Acre

Note: RBC estimates. Index metrics as of February 28, 2014. Net acreage value calculated after allocating for associated net production Permian Index includes: PXD, CXO, LPI, AREX, FANG, ATHL; Bakken Index includes: CLR, OAS, KOG, NOG; Eagle Ford Index Includes: ROSE, SN, PVA, CRK; Appalachia Index Includes: AR, GPOR, RICE, REXX, COG, RRC; Mid-Con Index Includes: MPO, SD, JONE

“Core-of-Core” Acreage Represents Less Than 30% of Resource Plays Non-Core Transactions Core Resource Transactions $60

Transaction Volume ($B)

$56

$55

$42 $33 $49 $44 $28

$22

Core Deals 12

$8 $7 $14

$10

$10

2010

2011

2012

2013

15

10

11

13

$5

Note: RBC estimates. Net acreage value calculated after allocating for associated net production Permian Index includes: PXD, CXO, LPI, AREX, FANG, ATHL; Bakken Index includes: CLR, OAS, KOG, NOG; Eagle Ford Index Includes: ROSE, SN, PVA, CRK; Utica Index Includes: AR, GPOR, PDCE, REXX

2014 YTD 2014

4

RBC’s Expectations For 2014 ƒ RBC expects a more robust 2014 ($50 - $60 B) following a quiet 2013 ($42 B) − Increased conventional selling by undercapitalized Publics focused on resource development ƒ Private Equity will continue to be very active in 2014 with $75 B in capital availability − 250+ upstream management teams with top tier teams receiving increased equity commitments − Financial buyers (PE & MLP) will continue to be dominate buyers of conventional assets ƒ Capital markets should remain open − High yield (and equity follow-ons) to remain an important source of funds for acquisitions − Sponsor-backed, single basin-focused IPOs will continue on the backs of recent success; window can close quickly ƒ Permian, Bakken and Eagle Ford will maintain market share of A&D ƒ Publics to continue selling out of Mid-Con; Financial Buyers to continue buying up Mid-Con ƒ Premiums commanded for “core-of-core” positions − Fringe, non-de-risked assets struggle to trade ƒ Likely uptick in corp M&A as land grab wanes and Mid / Small Caps continue to outspend cash flow 13

Select Recent RBC Richardson Barr Transactions

has divested its offshore Gulf of Mexico and onshore Gulf Coast properties and related assets to

has divested certain oil and gas properties and undeveloped acreage located in the Permian Basin to two Confidential Buyers

has divested certain oil and gas properties and related assets located in the Anadarko Basin to

has divested certain oil and gas properties and related assets located in the Uinta Basin to

RBC Richardson Barr served as financial advisor to SandRidge Energy, Inc.

RBC Richardson Barr served as financial advisor to Merit Energy Company, LLC

RBC Richardson Barr served as financial advisor to Primary Natural Resources III, LLC

RBC Richardson Barr served as financial advisor to Axia Energy, LLC

$750,000,000

Confidential

$336,000,000

$652,000,000

February 2014

December 2013

December 2013

December 2013

The Oxford Oil Company, LLC has divested certain conventional oil and gas properties and related assets in the Permian Basin to

has divested certain producing gas properties and related assets in the Black Warrior Basin to a Confidential Buyer

has been acquired primarily for its holdings prospective for the Utica Shale by

has divested its position in the Permian Basin to

RBC Richardson Barr served as financial advisor to BC Operating, Inc., Crown Oil Partners IV, LP & Crump Energy Partners, LLC

RBC Richardson Barr served as financial advisor to Energen Corporation

RBC Richardson Barr served as financial advisor to Salt Run Capital, Inc., owner of The Oxford Oil Company, LLC

RBC Richardson Barr served as financial advisor to SandRidge Energy, Inc.

$525,000,000

$160,000,000

$650,000,000

$2,600,000,000

November 2013

October 2013

June 2013

February 2013

RBC Richardson Barr Has Advised On ~$20 Billion during the last 18 months 14

Selected 2013 RBC Richardson Barr Permian Transactions

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