Category Archives: E&P

Goodrich Petroleum to be taken private by Encap Investments

Goodrich Petroleum, an E&P company based in downtown Houston, is to go private after agreeing to be acquired by an affiliate of Encap Investments for $23 per share. Including the assumption of debt, the transaction is valued at $480 million.



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Goodrich was formed in 1975 and went public via a reverse takeover of Patrick Petroleum in 1995. The company primarily owns gas producing wells in the Haynesville Basin.

The company filed for bankruptcy in 2016 during which lenders wrote off $426 million in debt in exchange for most of the equity in the successor company.

Encap Investments is a Houston-based investment firm. It will buy Goodrich using a $7 billion fund raised in 2017.

The offer price represents an approximately 7% premium to the closing price of the stock on November 19, 2021. Certain stockholders have agreed to support the deal. In addition, there is $32.5 million of 13.5% loan notes that can convert to equity at $21.33. Taking the conversion into account, more than 50% of shareholders support the deal.

The deal is expected to close in December 2021.

[UPDATE 11-23-21 Gen IV Investments who were the second largest shareholder (~12%) sold their shares to EnCap. Frankin, the largest shareholder (15%) and Anchorage Capital Group (10%) tendered their shares in support, in addition to the senior management (12%). These percentages exclude the shares that their parties own from the convertible notes.]

SEC filing – Goodrich going private

E&P companies merge to form Coterra Energy

Coterra Logo

Cabot Oil & Gas, based in Houston, and Cimarex Energy, based in Denver, have completed their $17 billion merger. The combined company has been renamed Coterra Energy and has its head office in Houston.



The deal was originally announced back in May. Cimarex shareholders ended up with 50.5% of the combined stock. When the deal was announced, Wall Street wasn’t impressed as Cabot mainly operates in the Marcellus Basin (primarily gas) while Cimarex is mainly in the Permian Basin. They wanted Cimarex to merge with another Permian Basin operator. The deal with Cabot limited the scope for synergies.

Natural gas prices have almost doubled since the deal was announced, so the deal looks better from Cimarex’s perspective now.

In terms of the new management, Cabot CEO Dan Dinges becomes Executive Chairman, Cimarex CEO Thomas Jorden becomes the CEO, while Cabot CFO Scott Schroeder is appointed CFO.

Severance

Cimarex CFO Mark Burford is not an Executive officer of the combined group. I am not sure if he has left the company, as there is no official confirmation of that from the company. If he has, he will be entitled to a cash severance of $2.2 million (2x average annual compensation for the past two years, plus a pro-rata bonus for 2021). Even if he has not been terminated, his equity will vest, worth $9.7 million.

Mr. Dingles will be Executive Chairman until no later than December 2022. When he steps down, he will receive a $10 million severance payment.

Background to the merger

Cabot started looking at the possibility of combining with another E&P company in late 2019. At one point, in mid-2020 Cabot was looking at a three-party business combination. That deal fell through because one of the parties demanded a premium. Around the same time, Cimarex started preliminary discussions with other Permian Basin parties about potential mergers.

In the last few months of 2020, a representative of Tudor Pickering Holt had several separate conversations with Mr. Jorden and Mr. Schroeder. In January 2021, the representative suggested that two companies had enough common ground to start direct conversations.

The combined company had $1 billion of proforma revenues for the first quarter. its debt is 0.7 times EBITDAX (earnings before interest, tax, depreciation, amortization and exploration expenses).

SEC filing – Coterra Energy

Shell to sell Permian Basin assets to ConocoPhillips for $9.5 billion

Shell is to sell its assets in the Permian Basin to ConocoPhiliips for $9.5 billion cash. The assets are all in Texas and amount to 225,000 net acres and 600 miles of related pipelines and infrastructure. The purchase price of $47,500 per barrel of oil equivalent is in line with other recent transactions in the Permian Basin.



The effective date of the transaction is July 1, 2021, with an anticipated closing date in the fourth quarter.

Shell acquired the bulk of the assets in 2012 from Chesapeake Energy for $1.9 billion. It expects to book an after-tax gain of $2.4 to $2.6 billion once the deal closes. The company plans to pay a special dividend to shareholders of $7 billion.

The majority of Shell’s Midland-based Permian employees and many Houston-based employees will be offered employment by ConocoPhillips.

In June, a Dutch court ruled that Shell was partially responsible for climate change and ordered the company to reduce its carbon emissions (in absolute levels) by 45% by 2030, compared with 2019 levels.  Shell had already committed to a 45% (relative) reduction in net carbon intensity (i.e. the volume of carbon per unit of energy) by 2035.

Shell has been in the process of selling off assets in Egypt, Nigeria and Australia. It also sold its Alberta shale light oil production for $707 million in February. It plans to invest more in low-carbon fuels (biofuels and hydrogen) and carbon capture and storage.

ConocoPhillips has a target to reduce greenhouse gas emissions intensity by 35-45% by 2035 from a 2016 baseline. Shell probably felt some pressure to sell to someone with somewhat similar goals in terms of emissions reductions.

https://static.conocophillips.com/files/resources/transaction-announcement-and-market-update.pdf

 

Houston E&P SPAC goes public in $150 million IPO

CENAQ Energy Corp, a SPAC (otherwise known as a blank check company) based in the Galleria area, has completed its $150 million Initial Public Offering. It intends to buy E&P assets in North America.



Chairman John Connally is a veteran of many E&P companies such as Nuevo Energy (acquired by Plains Exploration for $945 million in 2004). Interestingly, he is also the Chairman of  Texas South Energy. This is an E&P company that trades over-the-counter and is based in the same office suite as CENAQ. In July, the Securities and Exchange Commission (SEC) revoked the registration of Texas South as the company hadn’t filed any quarterly or annual reports since March 31, 2019.

As an aside, one of the reasons for the delay was because LBB Associates was the auditor to Texas South. They had to resign in early 2020 as the majority partner, Carlos Lopez, was barred by the SEC for professional misconduct in a case unrelated to Texas South.

The CEO of CENAQ is Russell Porter. He spent 18 years at Gastar Energy. He resigned as CEO in February 2018 and received a severance payment of $3.5 million. In November 2018, Gastar filed for bankruptcy with $342 million of assets and $454 million of debt. It exited Chapter 11 three months later, having converted $350 million of debt into equity. The company was later sold to Chisholm Oil and Gas, based in Tulsa.

Mike Mayell is the CFO of CENAQ. He also serves as the CEO of Texas South. Mr. Mayell co-founded Meridian Resource and was its COO until 2008. Meridian was sold to Alta Mesa in 2009 for $27 million.

Houston area SPACS

CENAQ becomes the 13th blank check company based in the Houston area. You can see the complete list of Houston-area public companies here.

I’ve taken a couple of the blank check companies off the list recently as they have taken businesses public.

NewHold Investment has now taken Evolv Technologies public in a $1.3 billion transaction. Evolv is a security screening company based in Boston.

Landcadia Holdings III has now taken The Hillman Group public in a $2.6 billion transaction. Hillman, based in Cincinnati, distributes fasteners and work gear to Lowe’s, Home Depot and Walmart.

SEC filing – CENAQ IPO

ExxonMobil appoints outsider as its new CFO

ExxonMobil has appointed Kathryn Mikells as its new CFO. She replaces Andrew Swiger, who has been the CFO since 2013. Mr Swiger is retiring in September after a 43-year career with the company. Exxon has a mandatory retirement age of 65.



The company has its corporate office in Irving, TX , though it has a large presence in Houston. It is unusual for Exxon to appoint an outsider for a senior executive position but it has been under pressure from activist shareholders recently (more on that below). Ms. Mikells is the first woman appointed to the Executive leadership team at Exxon.

Ms. Mikells has a diverse background. For the past four plus years, she has been based in London as the CFO of Diageo PLC, the drinks manufacturer. Ms. Mikells announced her resignation in January as she planned to return to the US.

Prior to that, she was CFO at Xerox (2013-2015), ADT (2012-2013) and Nalco, a chemicals company (2010-2011).  She worked at United Airlines in Chicago for 16 years, where she ended up as CFO. When United merged with Houston-based Continental Airlines in 2010 she lost out on the CFO position of the combined group to Continental CFO Zane Rowe.

Ms. Mikells will receive a base salary of $1.1 million.

Activist Investor

In June, an activist investor, Engine No 1, won three seats on the Board of Exxon, despite the objections of the company and its CEO, Darren Woods. The hedge fund, which only owns 0.02% of Exxon’s stock, argued that the company did not have a coherent plan for a transition to cleaner energy sources. It also argued that the company was too insular and needed outside perspectives. Other investors backed the hedge fund, mainly because Exxon’s recent financial performance has been shocking.

Poor financial performance

In the first decade of this century, Exxon had around $20 billion of net cash and was making a return on capital in excess of 25% a year. Now, net debt is nearly $50 billion and returns have fallen below 5%. As an example, the $41 billion acquisition of XTO Energy, a natural gas producer, in early 2010 was overpriced and ill-timed (the CEO at the time was Rex Tillerson).

Back in June, a report in Bloomberg stated that Exxon planned to reduce its headcount in the US offices by 5-10% annually for the next three to five years.

SEC filing – ExxonMobil CFO appointment

 

 

 

 

Southwestern Energy appoints new CFO

Southwestern Energy, based in Spring, has appointed Carl Giesler as its new CFO. He replaces Julian Bott, who died suddenly in January 2021. Michael Hancock, who has been interim CFO, will continue as VP – Finance and Treasurer.



Southwestern has a market capitalization of $3.7 billion. It is primarily a natural gas producer that has all its operations in Pennsylvania, Ohio and West Virginia. However, in June, it announced a deal to acquire Indigo Natural Resources for $2.7 billion. Indigo is a natural gas producer with operations in the Haynesville Basin in Louisiana.

Mr. Giesler joins from SandRidge Energy, where he had been CEO since April 2020. Co-incidentally, Mr. Bott was CFO at SandRidge prior to joining Southwestern.

Mr. Giesler was CEO of Jones Energy (from July 2018 to January 2020) and Miller Energy Resources (from September 2014 to July 2018). Both Jones and Miller Energy filed for bankruptcy during Mr. Giesler’s tenure. SandRidge is publicly-traded but has been struggling for a number of years. So, Mr. Giesler’s roles as CEO have all had a very heavy financial focus.

Mr. Giesler will receive a base salary of $525,000 and a one-time cash signing-on bonus of $500,000, to be paid on the one year anniversary of his employment.

SEC filing – Southwestern CFO appointment

Houston E&P company appoints London-based CFO

Vaalco Energy has appointed Ron Bain as its new CFO. He replaces Elizabeth Prochnow who retired in March.

Vaalco is based in the Westchase area of Houston and has a market capitalization of $182 million. Its main revenue is from offshore Gabon in West Africa. It also has an undeveloped block in offshore Equatorial Guinea.

Mr Bain will be based out of the London office. He was previously the CFO at Eland Oil & Gas Plc where he worked alongside CEO George Maxwell, who was appointed in April. Eland was an E&P company primarily focused on Nigeria.

Mr Bain previously worked for Baker Hughes and led the financial integration planning for the merger of Baker Hughes and GE Oil and Gas. Prior to that he was the regional accounting director for Europe, Africa and Russia for Baker Hughes.

Mr Bain will receive a base salary of $330,000.

SEC filing – Vaalco appoints Bain as CFO

E&P company to be based in Houston after $5.7 billion merger

Independence Energy and Contango Oil and Gas have agreed to merge in all-stock transaction with an enterprise value of $5.7 billion.



Independence is an E&P business built and managed by KKR, a global investment firm. It consists of upstream oil and gas assets in North America, including those in the Permian, Eagle Ford, Rockies, Denver Julesburg and Barnett basins, as well as mineral and royalty interests and midstream infrastructure.

Contango operates in the Permian, Mid-Continent and Rockies areas. In October 2020, it moved its head office from Houston to Fort Worth, following its merger with Mid-Conn. Contango has made four acquisitions in the past 18 months and has a similar philosophy to KKR’s Energy Real assets team.

The Independence shareholders will own 76% of the combined business, Contango shareholders will own 24%. The combined business will be based in Houston with a new name.

The KKR Energy Real assets team will run the business, led by David Rockecharlie (CEO) and Brandi Kendall (CFO). They will remain employees of KKR. John Goff, the chairman of Contango, will be the chairman of the combined group.

The business is being positioned to be a leading consolidator in the US E&P sector and it will be KKR’s primary platform for pursuing upstream oil and gas opportunities. Unusually, the combined business, even as a public company, will be paying KKR a management fee of $53.3 million per annum plus 1.5% per annum of the net proceeds from all future issuances of equity securities.

The transaction is expected to close late in the 3rd quarter or early in the 4th quarter.

SEC filing – KKR Energy and Contango merger

 

Houston E&P company to merge with rival in $17 billion transaction

Cabot Oil and Gas, based in west Houston, has agreed to merge with Cimarex, based in Denver, in an all-stock transaction. The combined business will have an enterprise value of $17 billion. Cabot shareholders will own 49.5%, Cimarex 50.5% of the combined company.



Cabot has its operating assets in the Marcellus basin in NE USA, while Cimarex operates in Permian and Mid-Continent basins.

The combined company will be based in Houston with a new (as yet undetermined) name. Back office functions of Cimarex in Tulsa and Denver will be relocated to Houston.

Cimarex CEO Thomas Jorden will be the CEO of the combined company and will relocate to Houston. Dan Dingles, CEO of Cabot, will be the Executive Chairman until no later than December 2022. Cabot CFO Scott Schroeder will be the CFO of the combined group.

The Cabot management team have some rich change-of-control provisions. According to the most recent proxy statement CEO Dingles would be eligible for a payout of $40.6 million. Under the new employment agreement that Mr. Dingles has signed, he will be eligible for this payout when he steps down as Chairman.

Schroeder, the CFO who is staying on, has a change-of control package worth $19.3 million. Mark Burford, the CFO of Cimarex, has a change-of control package worth $7.9 million.

The companies are targeting $100 million of estimated annual G&A cost synergies. The markets have reacted badly to the proposed deal as there is no operational field overlap with Cabot primarily producing gas and Cimarex oil. The stock of both companies down more than 5% each.

The deal is expected to close in the fourth quarter.

SEC filing – Cabot – Cimarex merger

 

Callon Petroleum appoints new CFO

Callon Petroleum has appointed Kevin Haggard as its new CFO. He replaces Jim Ulm, who announced in March that would be retiring. Mr. Ulm will continue in an advisory role to assist with the CFO transition.



The company is an E&P company focused on the Permian and Eagle Ford Basins and it has its head office in the Westchase area of Houston. The company currently has a market capitalization of $1.9 billion. However, it has debt of $3 billion, so its stock price is very sensitive to the price of oil.

Between 2016 and October 2020, Mr. Haggard was the VP and Treasurer of Noble Energy. At that point, Noble was acquired by Chevron. Prior to Noble, he held senior financial roles at other E&P companies. He started his career as an investment banker with Credit Suisse.

Mr. Haggard will receive a base salary of $450,000.

As an aside, Correne Loeffler, who was VP, Finance and Treasurer at Callon between April 2017 and July 2019, was recently appointed the CFO at The Howard Hughes Corporation.

SEC filing – Callon Haggard CFO appointment