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JOGMEC International Seminar
“Recent Topics on Shale Oil and Gas Development in United States”Capital Markets / M&A PerspectivesFebruary 2019
Jefferies LLC
The information provided in this document, including valuation discussions, represents the views of Jefferies Investment Banking. There is no assurance that the views expressed herein will be consistent with the views expressed by Jefferies Research or its Analysts. Nothing in this document should be understood as a promise or offer of favorable research coverage.
Member SIPC
William A. Marko Managing DirectorHouston, TX USA
Jefferies LLC February 2019/
Current Status of U.S. Upstream And U.S. Shales
Total hydrocarbon production larger than any other country
─ Year end 2018 oil production 11.9 million barrels per day (MMBpd)
─ Year end 2018 gas production 87 billion cubic feet per day (Bcfd)
Approximately 1,030 onshore rigs drilling (860 oil / 170 gas)
─ Top area rig counts
Permian: 473
Eagle Ford: 82
Marcellus/Utica: 80
Rig count highly dependent on commodity price and perceived profitability (costs, type curves, etc.)
Very liquid deal flow environment
─ Normal M&A deal flow $50 - $70 billion per year
─ Many types of sale structures possible (acquisition, joint venture, DrillCo, private financing, public financing, working interest, royalty, etc.)
Method of entry should be carefully considered
─ Specific hydrocarbon and basin
─ Size and structure of deal(s)
─ Consider portfolio of deals
─ Bi-lateral (exclusive) vs public auction process
Large and growing export market ( oil, natural gas, natural gas liquids, petrochemicals, refined products)
SCOOP / STACK: 59
Bakken: 57
Haynesville: 56
1
Jefferies LLC February 2019/
U.S. Natural Gas Production History Since 2000 (Bcf / d)
-
500
1,000
1,500
2,000
40
50
60
70
80
90
100
2000 2002 2004 2006 2008 2010 2012 2014 2016 2018
Natural G
as Rig C
ountN
atur
al G
as P
rodu
ctio
n (B
cf /
d)
Production RigsCount
U.S. Oil & Natural Gas Production – Unprecedented Growth Since Shale Boom
Source: EIA, February 2019.
U.S. Crude Oil Production History Since 2000 (MMBbl / d)U.S. Crude Oil Production History Since 2000 (MMBbl / d)
U.S. Natural Gas Production History Since 2000 (Bcf / d)
Focus On Oil Shales
Focus On Natural Gas Shales
-
360
720
1,080
1,440
1,800
2
4
6
8
10
12
14
2000 2002 2004 2006 2008 2010 2012 2014 2016 2018
Oil R
ig Count
Cru
de O
il P
rodu
ctio
n (M
MB
bl/ d
)
Production RigsCount
2
Jefferies LLC February 2019/
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$0
$20
$40
$60
$80
$100
$120
$140
$160
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Nat
ural
Gas
NYM
EX
Pri
ce (
$ /
MM
Btu
)
Oil
NYM
EX
Price
($ /
Bbl
)
Oil NYMEX Price ($ / Bbl) Natural Gas NYMEX Price ($ / MMBtu)
U.S. Commodity Price Environment
Source: CapitalIQ on February 13, 2019.
NYMEX WTI Spot Prices Since Year 2000
Natural Gas Price“Disconnects”from Oil Price
OPEC vs.U.S. Shales
(Part 1)
OPEC vs.U.S. Shales
(Part 2)
3
Jefferies LLC February 2019/
Total Acreage: ~6 MM+ acresDaily Production: 1.8 MMBoe/d (77% oil)Active Horizontal Rigs: 57
Total Acreage: ~3 MM acresDaily Production: ~0.2 MMBoe/d (75% oil)Active Horizontal Rigs: 23 (3 Vertical Rigs)
Powder River Basin
Total Acreage: ~2 MM acresDaily Production: ~1.5 MMBoe/d (44% oil)Active Horizontal Rigs: 31
DJ Basin
Total Acreage: ~5 MM acresDaily Production: ~0.2 MMBoe/d (38% oil)Active Horizontal Rigs: 8
Uinta Basin
Total Acreage: ~13 MM acresDaily Oil Production: ~3.6 MMBo/dDaily Gas Production ~12.4 Bcf/dActive Horizontal Rigs: 473 (44 Vertical Rigs)
Permian Basin – Long Term Growth
Total Acreage: ~30 MM acresDaily Production: 30 Bcfe/d (97% gas)Active Horizontal Rigs: 80
Marcellus / Utica – Gas GrowthBakken – Intermediate Growth
Note: Statistics based on Baker Hughes Rig Count as of February 15, 2019, EIA and Jefferies estimates. (1) Represents Anadarko Basin statistics.
Total Acreage: ~5 MM acresDaily Production: 1.4 Bcfe/d (92% gas)Active Horizontal Rigs: 3
San Juan Basin
Total Acreage: ~6 MM acresDaily Production: 1.8 MMBoe/d(1) (32% oil)Active Horizontal Rigs: 59
SCOOP / STACK
Total Acreage: ~5 MM acresDaily Production: 2.6 MMBoe/d (54% oil)Active Horizontal Rigs: 82
Eagle Ford / South Texas – Intermediate Growth
Total Acreage: ~4 MM acresDaily Production: 9.8 Bcfe/d (97% gas)Active Horizontal Rigs: 56
Haynesville – Gas Growth
U.S. Shale Landscape – Shales Are Abundant And Core Areas Are Fine Tuned
4
Jefferies LLC February 2019/
Why the Permian Is So Attractive – World Class Hydrocarbon Thickness / In Place Resources
3rd BS
U. WCB
Base 2nd BS
L. WCB
Cline
WCA
1st BS
2nd BS
Base 1st BS
Avalon
Delaware Basin
Horizontal Targets 10+
OOIP (MMBbl / section) ~940
Gross Thickness (ft) ~4,300’
Remaining Dev. Locations ~455,000+
Midland Basin
Horizontal Targets 10+
OOIP (MMBbl / section) ~300
Gross Thickness (ft) ~3,000’
Remaining Dev. Locations ~247,000+
Eagle Ford + Bakken + Niobrara
Horizontal Targets ~10
OOIP (MMBbl / section) ~160
Gross Thickness (ft) ~1,150’
Remaining Dev. Locations ~54,000
U. Spraberry
M. Spraberry
L. Spraberry
L Spr. Shale
Dean
Upper WCBLower WCB
WCD
Strawn
WCA
WCC
Austin Chalk
Upper EFLower EF
U. BakkenL.Bakken
Three Forks
Nio. Chalk BNio. Chalk C
Codell
Nio. Chalk A
LTM Permian Basin production growth is >800 MBbl/d, which is ~2x all other L48 basins combined
5
Jefferies LLC February 2019/
Investors are Insisting Companies Spend Within Cash Flow
Unfavorable for capital requirements to be greater than organic cash flow
High debt levels looked upon unfavorably since 2014-2016 downturn
Public equity markets are closed, valuations are down sharply
Companies Trying to Solve for How to Grow While Spending Within Available Capital
High shale decline rates require capital investment to maintain and grow
Public market investors increasingly intolerant of capital outspends
Most companies have more good inventory than available capital
This could provide opportunity for partnerships, particularly for investors with longer-dated capital
Companies are Still Under Pressure to Continuously Grow
Investors don’t want to see companies depleting assets or reserves
Small publics need to get bigger or merge with another entity
Consolidation is gaining strength as scale becomes more important and beneficial in shale
Operators also seek ways to drill more while still within cash flow availability
Current Environment for E&P Companies in the U.S.
“New” Investor Environment
Merging “New” with
“Old”
“Old” Investor Environment
6
Jefferies LLC February 2019/
- 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000
XOM
BP.
FP
ENI
Total Production (MBoe/d)
Axi
s Ti
tle
Top U.S. Producers – Best Potential Partners
Oil Production (MBoe)
Natural Gas Production (MBoe)
NameProduction (MBoe)
% OilOil Gas Total
Exxon 2,260 1,574 3,834 59%Shell 1,796 1,852 3,648 49%BP 2,181 1,372 3,553 61%Chevron 1,777 1,138 2,915 61%TOTAL 1,582 1,174 2,756 57%Equinor 1,051 903 1,954 54%Eni 898 957 1,855 48%Repsol 263 453 715 37%
NameProduction (MBoe)
% OilOil Gas Total
Conoco 759 509 1,269 60%Exxon 514 489 1,003 51%Chevron 654 177 831 79%EOG 399 321 720 55%EQT 2 671 673 0%Anadarko 386 280 667 58%Occidental 417 241 658 63%Encana(2) 249 309 558 45%Devon 244 286 530 46%Chesapeake 89 430 519 17%Apache 243 219 462 53%Shell 300 131 431 70%Marathon 206 211 417 49%Noble 130 220 350 37%Cabot 2 334 336 1%Continental 167 130 296 56%Repsol 113 175 287 39%Hess 133 134 267 50%Concho 168 95 263 64%Cimarex 66 153 220 30%Diamondback(3) 146 71 217 67%Murphy 91 84 175 52%Centennial 37 25 61 60%Carrizo 39 21 60 65%Magnolia 32 21 53 60%Matador 30 22 52 58%Jagged Peak 27 7 34 78%
Production By Commodity – For Select Producers
Majors
U.S. Independents & Majors’ U.S.
Production Figures(1)
Source: CapitalIQ as of February 15, 2019.(1) Majors’ U.S. production numbers are a subset of the total Majors’ production numbers at top. Forward Estimates not available
by region; using disclosed numbers for order of magnitude. Not all companies listed at top disclose U.S. production figures.
(2) Pro forma for Newfield production.(3) Pro forma for Energen production.
0 200 400 600 800 1,000 1,200
7
Jefferies LLC February 2019/
12.9x
9.6x
8.4x8.9x
6.3x5.6x
6.8x
5.3x 5.4x
Large Permian Pure Play Other Permian All Remaining Independents
E&P Equity Valuations Have Decreased Meaningfully – Adds Pressure to Public Companies
Note: Large Permian Pure Play include EOG, CDEV, CXO, FANG, PE, and PXD. Other Permian companies include APC, APA, AREX, CPE, XEC, ECA, EPE, HK, JAG, LPI, LLEX, MTDR, NBL, OXY, REN, REI, ROSE, SM and WPX.Source: Company filings and Capital IQ as of February 13, 2019. Capital IQ for historical data.
TEV / Forward EBITDAas of February-2018
TEV / Forward EBITDAas of February-2019
TEV / Forward EBITDAas of February-2017
6 Companies: EOG, CDEV, CXO, FANG, PE, and PXD
(34% of Total)
Large Permian Pure Play
22 Companies(33% of Total)
Other Permian
70+ Companies(32% of Total)
All Remaining Independents
2017 2018 2019 2017 2018 2019 2017 2018 2019
TEV / NTM EBITDA
8
Jefferies LLC February 2019/
U.S. Public E&P Equity Performance Relative to Benchmarks – Last Two Years
Source: CapitalIQ as of February 15, 2019.
U.S. E&P Equity Performance
SPX: 24.0%
XOP: (25.2)%
APA: (47.5)%
COG: 8.0%
COP: 40.0%
ECA: (42.0)%
-80%
-60%
-40%
-20%
0%
20%
40%
60%
80%
Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19
Apache Continental ConchoEncana Noble ConocoPhillipsAnadarko Diamondback HessCabot Devon EOGMarathon S&P 500 XOP
9
Jefferies LLC February 2019/
Private Capital Readily Available and Creating Buy-Side Competition
Institutional Funds Focused on highest quality opportunities
Increasingly focused on private investments
Pension Plans /Endowments
Large pools of capital; ability to provide low cost capital at scale
Focused on investments with long duration / high ROI opportunities
Sovereign Wealth Funds Large pools of capital
Focused on highest quality, brand-name partners
Family Offices Seeking direct investments in blue chip platforms
Actively seek to invest in family run businesses
Mezzanine Funds Increasingly willing to lower return thresholds for scaled, high-quality
opportunities
Sophisticated investors, who have ability to provide low cost capital
Private Equity Funds Have large pools of capital that they are eager to put to work
Focused on direct investments in the energy space
10
Jefferies LLC February 2019/
Transactions 421 313 433 505 435 20
AvgerageWTI Price: $92.67 $49.09 $43.82 $50.97 $64.78 $52.21
U.S. M&A Overview – 2018 Deal Activity Reached 4-Year High Driven by Corporate Consolidations
(1) Source: PLS as of February 13, 2019. Includes deals with disclosed value greater than $5 MM.
$3
$86
$68
$73
$34
$94
201920182017201620152014
U.S. E&P Deal Volume ($Bn) (1)
Asset Corporate
CXO / RSPP: $9.5 BnFANG / EGN: $9.2 BnBP / BHP: $10.5 BnECA / NFX: $7.7 Bn
Elliott / QEP : $2.5 B
RICE / EQT: $8.2 Bn
REPYY / TLM: $12.9 BnECA / AETHON: $7.0 BnWLL/KOG: $6.0 Bn
CHK / SWN: $5.4 Bn
11
Jefferies LLC February 2019/
$3
$23
$32
$9
$22
$11
$12
$20
$25
Q1 2019Q4 2018Q3 2018Q2 2018Q1 2018Q4 2017Q3 2017Q2 2017Q1 2017
Transactions 71 58 59 53 70 57 58 36 7
FANG / EGN: $9.2 BnBP / BHP: $10.5 Bn
CXO / RSPP: $9.5 Bn
Last 2 Years, A Closer Look – Deal Activity Troughed In Q2 2018 But Quickly Rebounded
(1) Source: PLS as of February 13, 2019. Includes deals with disclosed value greater than $5 MM.
ECA / NFX: $7.7 BnCHK / WRD: $4.0 BnDNR / PVAC: $1.7 BnXEC / REN : $1.6 Bn
Elliott / QEP : $2.5 B
U.S. E&P Deal Volume ($Bn) (1)
Asset Corporate
12
Jefferies LLC February 2019/
Recent M&A Market Activity Jefferies Transaction
Date Buyer Seller Amount ($MM) Location
01/07/19 $2,547 Permian
12/17/18 $176 Multi Region
11/19/18 $1,616 Permian
11/19/18 $735 Ark-La-Tex
11/7/18 $1,650 Bakken
11/6/18 $313 Permian
11/1/18 $7,700 Midcontinent
10/31/18 $260 SCOOP
10/30/18 $3,977 Eagle Ford
10/28/18 $1,716 Eagle Ford
10/17/18 $976 Permian
10/15/18 $300 Appalachia
10/11/18 $183 Appalachia
10/08/18 $900 Gulf of Mexico
10/01/18 $480 Rockies
09/06/18 Multiple Buyers $972 Permian
09/05/18 Multiple Small Sellers $100 Gulf Coast
09/04/18 $1,865 Ark-La-Tex
08/27/18 $601 Appalachia
08/27/18 $345 Appalachia
08/21/18 $191 Multi Region
08/14/18 $9,200 Permian
08/14/18 $215 Permian
08/08/18 $1,245 Permian
08/06/18 $1,225 Gulf of Mexico
08/06/18 Mission Creek $117 Ark-La-Tex
08/02/18 $230 Midcontinent
07/31/18 $293 Rockies
07/26/18 $10,500 Multi Region
07/26/18 $1,900 Eastern
07/18/18 $152 Bakken
07/10/18 $155 Bakken
13
Jefferies LLC February 2019/
Comparison of Global Oil Resource PlaysXOM Tight Oil Production (1)
Supply Cost Perspectives – Owning Assets Offers Ability To Lower Supply CostsIndustry Example – ExxonMobil Growth Plan
(1) XOM analyst day presentation in March 2018.(2) Midland and Delaware Basin only.
Ramping Permian Production to 600 MBoe/d
by 2025 (2)
XOM upstream acquisitions in the
Permian since 2017:$7 Bn
Infrastructure investment to bring oil
and feedstocks to market:
$2 Bn
Commitment to build chemical, refining, lubricant and LNG facilities along the U.S. Gulf coast:
$20 Bn
14
Jefferies LLC February 2019/
Industry Example – ExxonMobil Growth Plan (Cont’d)
Upstream
Downstream
Highlights
Amassed 1.6 MM acres in the Permian; 7,000+ locations
Approximately 9.5 billion BOE net recoverable resource
~$5B cumulative free cash flow from 2018 through 2025 (1)
Generate returns >10% IRR at $35 / Bbl (WTI)
Costs down 70% since 2014
Highlights
$20 B U.S. Gulf Coast expansion program over next ten years
Overall North American and Asian capacity growing by 40%
Beaumont Expansion (online 2022)
─ 250 Mbpd crude expansion to 617 Mbpd (+65%)
─ Includes new 1.5 Mmtpa ethane cracker
Midstream
Highlights
Announced Wink to Webster JV with Plains All American and Lotus Midstream
1 MMbpd 36-inch crude pipeline from Permian to Gulf Coast
GasCrude
ExistingNGL
Under Construction
Source: ExxonMobil investor presentations.(1) Assumes $60 WTI oil.(2) As of February 15, 2019.
Exxon Acreage
39 3524 20 18 18 14 12 11 11
Permian Rig Count (2)
15
Jefferies LLC February 2019/
Finding and Development (1) $0.60
Plus: Transportation / Basis $0.14
Plus: Gathering, Treating and Fuel (2) $0.29
Plus: LOE & Field Taxes (2) $0.25
Henry Hub Delivered Costs $1.33
Plus: G&A $0.05
(1) F&D calculated as gross 2018 well cost / EUR pre-royalty burden for the 10,000’ Haynesville Red Type Curve.(2) GWI LOE per Company LOS for LTM period ending September 2018. (3) Company Research.
Natural Gas Supply Cost ExampleVine Illustrative Case Study: Highly Competitive Delivered Gas Costs
Key Points
Low delivered costs support class-leading EBITDA margins
$1.33/Mcf all-in costs to deliver gas to Henry Hub
Low cost feedstock gas for LNG liquefaction or petrochemical delivery centers
$1.33 / Mcf Delivered Costs Support Vine’s High EBITDA Margins
North American LNG Capacity (MMcf/d) (3)
Proximity to Gulf Coast Natural Gas Market Drives Competitive Economics
Louisiana
Texas
Carthage Perryville
Henry Hub
Enable
Arcadian
Gulf South
MEP
Regency
Tiger
Tennessee Gas
Vine / Brix Units
SoNat
Enable GGS
Vine / Brix Position
Only 125 Miles to Gulf Coast
16
Jefferies LLC February 2019/
Averages $50 -70 Billion per Year for Upstream
Has been as large as $100 billion per year
Large universe of upstream companies and assets available for sale
Many private-equity-backed companies seeking exits / monetizations
Ability to design “right sized” transactions
Buyers and Sellers Have Increased Flexibility and Creativity to Complete Deals
Cash up front always preferred by sellers
Alternatives can include delayed payments, carry of costs, performance incentives, etc.
Structures other than straight working interest sale also available
─ Joint venture
─ DrillCo
Deal Flow Decreases as Commodity Price Volatility Increases
Buyers don’t like price uncertainty and risks of volatility
Sellers don’t like to sell in down markets
Challenge is to complete deals during these cycles
U.S. Provides Abundant Availability of Transactions M&A Activity – Most Active in the World
Opportunity Size
Deal Structures
Price Environment
─ Asset vs. corporate sale
─ Cash plus stock for mergers
17
Jefferies LLC February 2019/
Three Key Components
1) Invest in great rocks (strong technical story)
2) Strategic alignment / cultural fit with partners
3) Appropriate entry cost
Shale Boom is a Decade Old, Still Very Early in Its Ultimate Life Cycle
Amazing cost and type curve (reserves per well) improvements since 2014
Price downturn caused companies to focus on returns on limited capital, not simply growth
Sweet spots in all the plays continue to be changing as more wells drilled, more data acquired
Past Investments in U.S. Were Made Early in Shale Life Cycle
Surprises included oversupply of natural gas and severe erosion of natural gas price
Buying assets without much data led to technical disappointments
Ultimate misalignment with operators as strategies changed
Reflections on Past Investments in U.S. by U.S. and Internationals
Key Components
Life Cycle & Evolution
Historical Shale Deals
18
Jefferies LLC February 2019/
Closing Comments – Key Aspects of Successful Transactions
Owning upstream assets provides advantaged supply cost
─ Instead of buying at prevailing WTI or NYMEX price, the “cost of supply” is finding and development + operating + acquisition costs
─ This could be appreciably less than spot price of the day
It may be desirable to build a portfolio of opportunities
─ Reduces concentration risk
─ Portfolio can be multiple assets in a basin or commodity diversification or investments in multiple basins
Bi-lateral discussions, where possible, are preferable to “public auctions”
─ Difficult for international companies to compete with U.S. companies on timeline
─ Ability to custom design an approach and deal structure
Having resources “on the ground” can be a plus
─ Understand technical and commercial aspects of U.S.
─ Build relationships with U.S. operators
─ Have highest possible exposure to U.S. deal flow, understand the market
Every company has more high quality ideas than money. They need partners and additional capital to grow asset value within capital limitations
─ Companies cannot outspend cash flow
─ Public markets are closed
─ Private markets are conservative
19