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NON-OPERATED OIL & GAS INTERESTS: BUILDING & FINANCING A PORTFOLIO
JAY GOLDFARB, PH.D.WOODBRIDGE OIL & GAS ADVISORSMAY 22, 2012
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INTRO
DUCTIO
NAgenda & Presenter
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AGENDA:1. Introduction2. Capital Sources3. Illustrative Economics4. Summary/Conclusions5. Contact
Jay Goldfarb, Ph.D. is President of Woodbridge Oil & Gas Advisors 1, an investment banking firm specializing in the sale of upstream oil & gas properties. Jay has assisted his clients with the execution of more than $1 billion of acquisition, divestiture and financing transactions throughout North America, including numerous Bakken projects. Prior to joining Woodbridge, Jay was a Vice President at Mesirow Financial, a Chicago-based boutique investment banking firm. He holds a Ph.D. in Chemical Engineering from the University of Massachusetts at Amherst.
1 Securities offered through Woodbridge Financial Group, LLC. Member FINRA, SiPC
PRESENTER:
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INTRO
DUCTIO
NSingle Well Economics – Participating vs. Selling Undeveloped Core Acreage
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Rates of return from drilling in core areas are too extraordinary to forego for lack of funding
Bakken development activity is challenging the non-operated working interest owner’s ability to finance participation
Selling undeveloped core acreage will capture only a fraction of the potential returns available from participating
The market for undeveloped acreage demands a seemingly high rate of return compared to risk
NOTE: The examples contained in this presentation are for illustrative purposes only . You should consult with appropriate experts to evaluate specific investment opportunities.
UNDEVELOPED CORE ACREAGE FOR ONE WELLWell spacing (acres) 320 Market value ($/acre) 5,000 Market value ($) 1,600,000 After Tax $ (assume 35% tax rate) 1,040,000
SINGLE BAKKEN WELL ASSUMPTIONS AND ECONOMICSGross EUR (Mboe) 585.5 Realized oil price ($/bo) 75.0 Realized gas price ($/mcf) 5.0 NRI (%) 80.0%Completed well cost ($) 8,000,000 After Tax NPV-10 (assume 35% tax rate) ($) 7,228,666 ATAX IRR 46.5%
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INTRO
DUCTIO
NOpportunities and Challenges of Non-Op Oil & Gas Interests
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Non-operated interests are essentially financial assets. Managing these assets consists of choosing the structure and timing for a series of financing and divestiture transactions. Effective planning and decision analysis supported by financial modeling is essential for maximizing value.
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INTRO
DUCTIO
NElements of a Successful Plan
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The plan is the Roadmap for the transformation of a portfolio of undeveloped working interests to cash. It provides support for decision analysis related to potential financing and divestiture transactions.
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Capital structure, Risk and Pricing
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Understanding the capital markets is essential for managing these assets. The market provides a spectrum of products to suit the capital requirements and associated risk.
CAPITAL SOURCES
Risk Type
IRR Objective
CapitalParameters
Engineering Risk Exploration Risk
5% 10% 20% 35% 50%+
Proved Producing
Proved Non-Producing
Proved Undeveloped
Probable Producing
Proved Undeveloped
Proved Undeveloped
Wildcat
Mezzanine /Sub DebtDevelopment expected to cure loan to conforming bank debt within 12-18 months
Senior Bank Debt~60% of PDP Small % PDNP/PUD
EquityNo proven reserves, limited probable reserves
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ILLUSTRATIVE ECO
NOMICS
Economics of Mezzanine Financing for a Single Well
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Mezzanine Lenders seek 18%+IRR with typical two year minimum term. The cost of this capital should not be a barrier as the typical Bakken well pays out the loan by maturity.
SINGLE WELL INCOME STATEMENT FIRST TWO YEARS
($MM) Production (Mboe) 230 Revenue 15.6 Operating expenses (0.2) Production taxes (1.7) Depreciation and amortization (5.1) Mezzanine loan interest and fees (3.0) Income before tax 5.5
Taxes @ 35% (1.9) Net Income 3.6
SINGLE WELL INCOME STATEMENT FIRST TWO YEARS
($MM) Production (Mboe) 230 Revenue 15.6 Operating expenses (0.2) Production taxes (1.7) Depreciation and amortization (5.1) Mezzanine loan interest and fees (3.0) Income before tax 5.5
Taxes @ 35% (1.9) Net Income 3.6
Cash Flow StatementNet income 3.6 Depreciation & amortization 5.1 Cash from operations 8.7
CAPEX (8.0) Mezzanine loan advance 8.0 Change in cash 8.7
Cash Flow StatementNet income 3.6 Depreciation & amortization 5.1 Cash from operations 8.7
CAPEX (8.0) Mezzanine loan advance 8.0 Change in cash 8.7
Illustrated for the first two years production, a typical mezzanine maturity
SINGLE BAKKEN WELL ASSUMPTIONS AND ECONOMICSGross EUR (Mboe) 585.5 Realized oil price ($/bo) 75.0 Realized gas price ($/mcf) 5.0 NRI (%) 80.0%Completed well cost ($mm) 8.0
SINGLE BAKKEN WELL ASSUMPTIONS AND ECONOMICSGross EUR (Mboe) 585.5 Realized oil price ($/bo) 75.0 Realized gas price ($/mcf) 5.0 NRI (%) 80.0%Completed well cost ($mm) 8.0
NET ASSET VALUE AT END OF YEAR TWO ($ millions)PV-10 6.9 Cash from operations 8.7 Mezzanine debt (8.0) NAV 7.7
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Initial Development Funded with Mezzanine, Refinanced with Senior Debt
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Mezzanine lenders may finance 100% of development expenses with no starting production on the leases. Production generates borrowing base to refinance with less expensive senior debt.
• Mezzanine finances initial drill-out @ 18% ROR, minimum 2 yr. duration (1.4x return)• Refinanced with senior conforming loan, advance rate less than 60% of PDP PV-10, at end of year 2• Further drilling could be funded with senior debt and cash flow • Need for mezzanine is limited, cost of capital is a blend of mezzanine and senior rates
UN-LEVERED CASH FLOW ($ 000's) YR1 YR2 YR3 YR4 Total Net wells (EOY) 10 20 30 30 30 BTAX operating cash flow 40,159 95,168 119,722 96,558 351,606 TAX - (16,309) (22,903) (27,795) (67,007) CAPEX (80,000) (80,000) (80,000) - (240,000)
Unlevered cash flow (39,841) (1,141) 16,819 68,763 44,600
DRILLING FUNDED WITH MEZZANINE LOAN REFINANCED BY SENIOR DEBT AT END OF YR2BTAX operating cash flow 40,159 95,168 119,722 96,558 351,606 Interest (14,400) (14,400) (4,130) (3,150) (36,080) Tax - (5,284) (21,457) (26,693) (53,434) CAPEX (80,000) (80,000) (80,000) - (240,000) Change in cash (54,241) (4,516) 14,135 66,715 22,092
Mezzanine debt draw (18% ROR) 80,000 - - 80,000 Mezzanine debt paydown - (80,000) - - (80,000) Senior debt draw (6% ROR) - 59,000 - - 59,000 Senior Debt paydown - - (14,000) (45,000) (59,000) Net Debt 54,241 58,758 44,623 Cash - - - 22,092
UN-LEVERED CASH FLOW ($ 000's) YR1 YR2 YR3 YR4 Total Net wells (EOY) 10 20 30 30 30 BTAX operating cash flow 40,159 95,168 119,722 96,558 351,606 TAX - (16,309) (22,903) (27,795) (67,007) CAPEX (80,000) (80,000) (80,000) - (240,000)
Unlevered cash flow (39,841) (1,141) 16,819 68,763 44,600
DRILLING FUNDED WITH MEZZANINE LOAN REFINANCED BY SENIOR DEBT AT END OF YR2BTAX operating cash flow 40,159 95,168 119,722 96,558 351,606 Interest (14,400) (14,400) (4,130) (3,150) (36,080) Tax - (5,284) (21,457) (26,693) (53,434) CAPEX (80,000) (80,000) (80,000) - (240,000) Change in cash (54,241) (4,516) 14,135 66,715 22,092
Mezzanine debt draw (18% ROR) 80,000 - - 80,000 Mezzanine debt paydown - (80,000) - - (80,000) Senior debt draw (6% ROR) - 59,000 - - 59,000 Senior Debt paydown - - (14,000) (45,000) (59,000) Net Debt 54,241 58,758 44,623 Cash - - - 22,092
ILLUSTRATIVE ECO
NOMICS
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Summary Economics
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In this example, 100% of the external capital requirement is funded with debt, resulting in significant value creation relative to the cost of capital. Upside is retained.
CASH FLOWS ($000s) UN-DISCOUNTED PV-10
After tax cash flow 314,304 126,154
Interest 36,080 30,246
Tax savings - interest deduction 12,628 10,586
After tax interest expense 23,452 19,660
CASH FLOWS ($000s) UN-DISCOUNTED PV-10
After tax cash flow 314,304 126,154
Interest 36,080 30,246
Tax savings - interest deduction 12,628 10,586
After tax interest expense 23,452 19,660
NET ASSET VALUE ($000s) UNDEVELOPED DRILLED-OUT YR4
Undeveloped acreage @ $5000/acre 48,000 -
Cash - 22,092
PV-10 production - 164,676
NAV 48,000 186,768
NET ASSET VALUE ($000s) UNDEVELOPED DRILLED-OUT YR4
Undeveloped acreage @ $5000/acre 48,000 -
Cash - 22,092
PV-10 production - 164,676
NAV 48,000 186,768
POTENTIAL UPSIDE Change in Reserves Bo
Refracs and increased density 50% 7,500,000
Deeper Three Forks Benches 100% 15,000,000
POTENTIAL UPSIDE Change in Reserves Bo
Refracs and increased density 50% 7,500,000
Deeper Three Forks Benches 100% 15,000,000
ILLUSTRATIVE ECO
NOMICS
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SUMMARY/CO
NCLU
SIONS
Summary and Conclusions
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SummaryRates of return from drilling in core areas are too extraordinary to forego for lack of funding.
Mezzanine loans is an alternative to equity and may finance 100% of development costs is proven areas with attractive economics.
Mezzanine loans can be refinanced with less expensive senior, reserves based lending. Reserves based lending and cash flow will be available to finance subsequent development.
Hold or Sell?The market for undeveloped acreage appears to demand equity returns inconsistent with risk, particularly when considering the potential upside.
Notwithstanding the upside, buyers for production will accept lower returns, limiting the attractiveness of holding. Further, the benefit of holding production is offset by the tax arbitrage between ordinary income and capital gains.
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CONTACT
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Upstream oil & gas asset acquisitions and divestitures
CONTACT:JAY GOLDFARB, PH.D.WOODBRIDGE OIL & GAS ADVISORS847.668.8472