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Merger of Equals: Whiting and Oasis $6B Deal04/22/2022
The two Bakken shale producers announced in a joint statement on March 7 that they had reached an agreement to unite in a $6 billion "merger of equals."
The deal provides Whiting stockholders with 0.5774 shares of Oasis common stock in addition to $6.25 in cash per share of Whiting stock owned. It is expected that the combined company will be listed on the NASDAQ under a revised ticker that will be announced prior to the closing under the leadership of Oasis CEO Danny Brown.
Combining these two companies will create a leading Williston Basin position with assets covering approximately 972,000 net acres, production of 167,800 boe/d, and an enhanced free cash flow generation that will generate capital returns to shareholders.
A historic collapse in oil prices prompted both Whiting and Oasis oil companies to file for Chapter 11 bankruptcy protection in 2020. Thus, the merger can be viewed as a preventive measure to avoid going out of business.
Each company has executed a series of strategic transactions over the last year, reducing costs and establishing leading frameworks for ESG. Together, these two companies' efforts should accelerate, and they will be better positioned to generate strong free cash flow, implement a streamlined strategy, and boost the return on capital. It should also benefit the development of the communities in which these companies operate in the great states of North Dakota, Texas, and Montana.
In the wake of the transaction, Brown will be named president and CEO of the combined company, which will have a headquarters in Houston but retain a Denver office going forward. Lynn Peterson, Whiting's president, and CEO will serve as the board's executive chair.
Both boards of directors of the companies have unanimously approved the transaction, which is expected to close in the second half of 2022. Under customary closing conditions, the Whiting and Oasis shareholders will have to approve the deal as well.
The combined company will have approximately 53% Whiting shareholders and 47% Oasis shareholders, assuming that the transaction closes on an all-stock basis. A special dividend of $15 per share will be paid to Oasis shareholders upon the closing of the transaction.
An investment return program representing 60% of the free cash flow will be implemented during the second half of 2022. Combining the two companies will enable a quarterly dividend increase of roughly $25 million, which would equal $0.585 per share, through variable dividends and share repurchases. Prior to closing, each company will carry on with its formally announced programs.
Whiting has been advised regarding the transaction by Citi and Kirkland & Ellis LLP. While Tudor, Pickering, Holt & Co., RBC Capital Markets LLC, and Vinson & Elkins LLP advise Oasis.
If you wish to learn more about recent M&A in the O&G industry or just want to get a better hold on general basin development in Northern Hemisphere, contact our Houston sales office or SCHEDULE A DEMO to learn how Rextag can help you leverage energy data for your business.
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Continental Resources Inc. Invests a Quarter of a Billion Dollars in a Sequestration Project in North Dakota
The investment will happen in the next 2 years. The project intends to capture CO2 from ethanol plants and other sources in Iowa, Nebraska, Minnesota, North Dakota, and South Dakota. Upon aggregation, CO2 will be transported via pipeline to North Dakota, where it will be stored in subsurface geologic formations. The formations will be in the Williston Basin, where Continental Resources has been a dominant producer for more than half a century. At the moment it’s the world's most ambitious carboncapture venture of its kind. The sequestration itself should be underway by spring 2024.
Devon Energy Corp. believes that the Anadarko Basin is a hidden treasure and aims to use its position in it to fuel a robust cash return model and establish itself as an industry leader in promoting ESG. This E&P company plans to drill 45 new wells in the Midcontinent by 2022, as well as to produce 600,000 boe/d across five operating basins, including the Eagle Ford Shale, Permian, Powder River, and Williston basins. And given that Devon's recent fourth-quarter results were better than Street estimates. It appears that they are doing something right, at least for the moment.
Shareholder’s payout target was increased by 50% after the largest U.S. independent oil producer surpassed Wall Street’s earnings estimates on growing energy prices, said Houston-based Conoco Phillips Co. on Aug. 4. Due to Western sanctions on major producer Russia throttling energy supply amid a rebound in demand from pandemic lows, oil and gas #prices have soared. Crude has been trading more than 25% higher since the start of the year and results also benefited from high natural gas prices. Meanwhile, shares were down a fraction, to $91.03, in early trading but are up about 26% year to date. Conoco Phillips stated, that the average price obtained for a barrel of oil and gas accelerated 77% from a year earlier to $88.57. The company acknowledges that it has not hedged any of its oil and gas sales to make the most of higher market prices. The capacity of 1.69 million boe/d was in line with Wall Street estimates, however, the company expected the current quarter’s output would be between 1.71 million and 1.76 million boe/d.
California oil joint venture, Aera Energy, of Exxon Mobil Corp. and ShellPlc is being sold to German asset manager IKAV, according to the agreement of Sept. 1. Shell noted that the sale of its 51.8% membership interest in Aera Energy is for a total consideration of about $2 billion in cash with additional contingent payments based on future oil prices, subject to regulatory approval. However, the total transaction value was not disclosed. Being one of California’s largest oil and gas producers, Aera Energy accounts for nearly 25% of the state’s production. The sale by Exxon Mobil and Shell ends a 25-year-long partnership in California, meanwhile, it persists a streak of divestments of mature oil and gas properties by the two supermajors. Aera Energy LLC operates about 13,000 wells in the San Joaquin Valley in California, producing oil and associated gas. In 2021, Aera took out about 95,000 boe/d. Exxon Mobil’s interests in the Aera oil-production operation in California contained a 48.2% share of Aera Energy LLC and a 50% share of Aera Energy Services Co. held by Mobil California Exploration & Producing Co. Moreover, Exxon Mobil affiliates have signed a separate agreement for the sale of an associated loading facility and pipeline system. The sale effectively ends Shell’s upstream position in California. The company reported that the divestiture is valued to result in a post-tax impairment of $300 million to $400 million, subject to adjustments.
The completion of the merger between Centennial Resource Development Inc. and Colgate Energy Partners II LLC happened on Sept. 1, sealing the debut of Permian Resources Corp., which is considered the largest pure-play E&P company in the Delaware Basin. Permian Resources’ idea was to combine two successful E&P companies, creating a better, stronger, and more strategically compelling company. Centennial and Colgate announced an agreement to merge in May, denying rumors that Colgate, a privately held independent Midland-based company, had been seeking an IPO. The merger estimated Colgate at about $3.9 billion and consists of 269.3 million shares of Centennial stock, $525 million of cash, and the assumption of approximately $1.4 billion of Colgate’s outstanding net debt. Permian Resources, being the combined company, has a deep inventory of “high-quality” drilling locations on around 180,000 net acres the companies anticipate will provide more than $1 billion of free cash flow in 2023 at current strip prices, in accordance with the company release on Sept. 1.