“Our view is in 2023 M&A picks up. There was some this 2022 year, but again, it was such a funky, weird macro world. We expect fewer surprises in 2023.” — Dan Pickering, Pickering Energy Partners.
Transaction volume in the U.S. oil and gas sector fell 13% to $58 billion last year from 2021. The decline is due to large companies with solid balance sheets buying the best properties worth more than $1 billion, while smaller companies with reduced equity are unable to find financially attractive assets.
Significant factors on the part of the acquirer that can influence the effectiveness of an M&A transaction in the oil and gas industry may include the value of that company's assets, revenues, profitability, the target company's public status, oil prices, and the cross-border nature of the transaction.
Willis Towers Watson (WTW), a leading global consulting and brokerage firm, expects A&D deals in oil and gas to remain active in 2023 despite continued uncertainty and major obstacles.
"An unprecedented number of disruptive forces have created barriers to oil and gas deals, but they also create opportunities. The fundamentals behind the deals are still in place, and with valuations down after the historic 2021 level, both strategic and financial buyers will take advantage of better growth opportunities," notes Duncan Smithson, senior director of mergers and acquisitions, WTW.
A&D's Top Oil & Gas Trends for 2023
- Opportunities in distressed M&A
Opportunities in distressed mergers and acquisitions as a challenging operating environment will lead to more companies getting rid of non-core assets in pursuit of long-term value creation. Some deals will be strategic, for example, oil and gas companies will continue to divest from carbon-intensive assets. Continued economic uncertainty will force other companies to sell assets. This can create opportunities for buyers to expand product lines, services or supply chains at a reduced cost.
- Technology mergers and acquisitions: from defense to offense
The need for the speed of digital transformation, accelerated by an era of volatility, will keep deal-making in the spotlight. A wave of acquisitions in the artificial intelligence and machine learning markets for oil and gas is expected in 2023. Whether it's introducing new technologies or reaching new markets, M&A continues to be the fastest way to transform businesses to remain relevant and sustainable in today's fast-changing world.
- Geopolitical impact
Because of the many supply chain disruptions during the pandemic that are expected to continue into 2023, oil and gas companies will be looking at M&A deals to improve their operational resilience. The vulnerabilities that continue to lead to problematic deal flows in the hardest-hit sectors will also be catalysts for companies to reinvent their own supply chain networks. By attracting or locating suppliers closer to the point of production, oil and gas companies will seek greater security.
- Environmental, social and governance (ESG) issues will remain a focus
As more investors view ESG as fundamental to financial success, oil and gas companies will face increasing scrutiny and pressure on climate risk transparency, social justice, sustainability, and corporate governance. "Green" due diligence is undoubtedly on the rise.
Expert Talk: M&A, O&G US Production, and the Energy Transition
- Pickering Energy Partners (PEP) Chief Investment Officer Dan Pickering
Over the next five years, U.S. production will go back to new highs. Spending is going to go up a little this year, but it's not going to accelerate dramatically.
According to Chief Investment Officer Dan Pickering, the U.S. has reached near-record production levels, so we're in better shape than we've been in decades for energy security and independence. The reality is that it's a very complex market, especially the oil market. We don't refine all of our oil, but we ship products and oil through the logistics of different grades of oil.
- Dan Kohl and Daniel Rojo, Co-Heads and Managing Directors of Opportune Partners, LLC
According to Daniel Rojo, interest rates and inflation affect the A&D market more broadly. As interest rates continue to rise, so does the cost of debt associated with capitalizing on acquisitions, which has a knock-on effect on valuations. Secondly, we are hearing from clients that debt capital has become less available to finance acquisitions and, as a result, some buyers are having to revalue assets to close the deal.
Dan Kohl believes that one of the peculiarities of the current situation is the degree of regression in strip prices. There is also a general consensus in the market that oil prices will remain fairly stable in the medium to long term, and many consider it unlikely that prices in the range of $50 to $60 per barrel, as envisaged at the tail end of the strip, will be reached.
- Tudor, Pickering, Holt & Co. analyst Matt Portillo
Since 2021, the public universe has taken out some notable privates in both oil and gas basins.
Matt Portillo expects private-to-public consolidation to continue in 2023 as private operators have started to reach free cash flow inflection points that could allow for further deals to occur.
- Muhammad Laghari, senior managing director for Guggenheim Securities' Energy Investment Banking group
Given constraints on drilling – supply chain, inflation, investor appetite regulation – companies are flush with free cash flow, and M&A offers a compelling opportunity to grow cash flow per share – the primary driver of any valuation multiple.
Companies have grown to a point where many are in the process of consolidating acreage from private companies right in their backyard. We see that trend continuing while asset prices remain at attractive levels, where strategic buyers take advantage of their cost of capital versus the cost of capital for private equity funds and smaller companies.
M&A Poised For a Major Shift in 2023
Oil companies are also struggling with less productive wells. Some see buying assets as a way to keep oil and gas flowing. Larger companies with better inventories typically command a premium on their shares, giving them more buying power.
U.S. publicly traded shale company Diamondback Energy added about 500 well sites to its portfolio by spending $3 billion in the fourth quarter to buy Lario Oil & Gas and Firebird Energy. Both transactions focused on the Midland Basin in Texas.
Rival Marathon Oil, which has had wells for about 10 years, acquired about 550 more wells in November with its $3 billion purchase of privately held Ensign Natural Resources in the Eagle Ford.
Mike Scialla, managing director of energy equity research at Stephens, said that the underlying pressure to make deals remains, despite the price volatility.
"Any deals that increase free cash flow will be looked at very seriously, especially if they are accompanied by operational synergies and lead to cost efficiencies," said Scialla. "The environment is still favorable for M&A, but price volatility in the market is currently holding back the process."
In 2023, Scialla said he expects to see continued deals between public and private companies, "but I still think we'll see a few more peer-to-peer mergers. And maybe even some of the bigger public companies will buy some of the smaller public companies."
Supermajor O&G Shift in Consolidation: Expectation and Reality
Bernstein analyst Bob Brackett sees a chance that M&A could “pivot from shale bolt-ons to something much grander.”
Brackett says the largest shale oil companies have committed to low single-digit organic volume growth "forever" as management teams focus on maximizing profitability - "a sector that once spent ~$2 per barrel of oil on exploration will average just over 25 cents per barrel in 2022."
Expenses are also rising along with supply chain constraints and a shortage of skilled labor in the oil fields, leading to increased capital expenditure needs for drilling and completion of wells. Capital investment needs in the shale sector are expected to increase by around 20%-25% in 2022 and may increase by another 15% in 2023, according to operators' comments in the third quarter.
The shares are trading at relatively modest valuations. "Oil is priced below marginal cost, and forward EBITDA multiples have not risen since the beginning of the year [and] are well below pre-pandemic averages and ... near 10-year lows," Brackett said.
Shale E&P companies that have acquired assets backed by private equity in 2021 and 2022 can now be seen as potential takeover candidates for ConocoPhillips, Chevron, and Exxon Mobil in 2023.
