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Thursday, May 15, 2025

Shell & BG: The post-acquisition scenario

by

20150423

The were three ar­ti­cles in last week's Busi­ness Guardian that ref­er­enced the pro­posed ac­qui­si­tion of British Gas by Roy­al Dutch Shell. The Min­is­ter of Fi­nance was quot­ed as say­ing that while it was too ear­ly to tell, the bal­ance of prob­a­bil­i­ty sug­gests that it would be a net pos­i­tive for T&T.

There was al­so an ar­ti­cle that sug­gest­ed that the Shell-BG deal may neg­a­tive­ly im­pact the Aus­tralian nat­ur­al gas mar­ket and then the fi­nal piece from the En­er­gy Cham­ber that spoke in a broad­er con­text that falling en­er­gy prices will push en­er­gy sec­tor com­pa­nies to­wards merg­ers and ac­qui­si­tions in or­der to gen­er­ate ef­fi­cien­cies.

This ar­ti­cle will seek to ex­pand on some of the points raised last week as it is a sub­ject that is rel­e­vant to all of us in T&T and one which we will do well to un­der­stand.

Why would the Shell BG deal be pos­i­tive for T&T but maybe not so for Aus­tralia?

How may we be af­fect­ed if at all, by any push for syn­er­gies and cost ef­fi­cien­cies?

What are the risks in­her­ent in the trans­ac­tion which can neg­a­tive­ly im­pact what will like­ly be the largest op­er­a­tor in T&T?

E&P is­sues

Start­ing at the be­gin­ning, long be­fore this trans­ac­tion was an­nounced many of the oil ma­jors an­nounced spend­ing cuts spread over vary­ing pe­ri­ods. Exxon an­nounced cuts to their ex­plo­ration and pro­duc­tion (E&P) bud­gets (capex) of US$4 bil­lion. BP's cuts of US$3 bil­lion would prob­a­bly have caught the head­lines but Shell it­self had an­nounced plans to cut capex by US$15 bil­lion and Chevron a whop­ping US$35 bil­lion.

Cuts in capex were com­ing at a time when many of the ma­jors were strug­gling to re­place re­serves. Ap­pre­ci­ate that shares in an E&P com­pa­ny is es­sen­tial­ly a de­plet­ing as­set as en­er­gy re­serves are ex­tract­ed and sold. Re­plen­ish­ment of re­serves is there­fore a key is­sue and a fun­da­men­tal in­put in­to the val­u­a­tion mod­el for com­pa­nies in this sec­tor.

Both BP and Shell have faced chal­lenges in re­plac­ing re­serves in the re­cent past but not so Chevron. This will ac­count for the dis­par­i­ty in capex spend­ing cuts as Chevron has less of a need to en­gage in E&P ac­tiv­i­ties es­pe­cial­ly giv­en the un­cer­tain en­er­gy en­vi­ron­ment. At low­er oil prices it be­comes more dif­fi­cult to re­place re­serves as the cost of ex­plo­ration in more re­mote ar­eas may not meet the tar­get rate of re­turn. At some point, it be­comes cheap­er to ac­quire an­oth­er com­pa­ny than to go out and ex­plore for new re­serves with all the in­her­ent risks in the lat­ter op­tion.

This is what we are wit­ness­ing as this trans­ac­tion will boost Shell's oil and gas re­serves by be­tween 25 to 28 per cent. If oil prices stay low­er for longer there could be more merg­er and ac­qui­si­tion (M&A) ac­tiv­i­ty. Pri­or to the deal with BG, the an­a­lyst com­mu­ni­ty saw BP as a po­ten­tial takeover tar­get giv­en its re­cent chal­lenges. Spec­u­la­tion was that it would prob­a­bly take a com­pa­ny with the bal­ance sheet of Exxon Mo­bil to ef­fect such a deal.

While pure­ly hy­po­thet­i­cal, the thought of such a deal should give us cause for re­flec­tion as to the speed with which our land­scape can change where the two ma­jor en­er­gy play­ers in the coun­try can change hands re­sult­ing in a new set of dy­nam­ics. Of course, BP is of a size where it can al­so be an ac­quir­er so there are many dif­fer­ent per­mu­ta­tions for the en­er­gy land­scape go­ing for­ward.

Ag­gres­sive

Re­turn­ing to the re­al­i­ty of the Shell-BG deal we need to be aware that Shell is mak­ing some very ag­gres­sive as­sump­tions in this deal. If it works out his­to­ry will record it as a bril­liant move. If not, then we in T&T can ex­pe­ri­ence some knock on ef­fects.

At US$70 bil­lion, this deal is be­ing fi­nanced in part by a US$20 bil­lion syn­di­cat­ed loan. Adding lever­age at a time of po­ten­tial­ly low­er- for-longer oil prices cre­ates chal­lenges and Shell has pri­ori­tised the re­pay­ment of debt in the post ac­qui­si­tion sce­nario.

There is al­so the sug­ges­tion that Shell would have paid the full price if not a pre­mi­um for BG as it en­tails a 50 per cent pre­mi­um on BG's share on the day be­fore the an­nounce­ment.

The counter to this ar­gu­ment is that BG's stock is down by 50 per cent since the start of the oil price de­cline so os­ten­si­bly Shell is bet­ting on oil prices re­turn­ing to US$90 to US$100 per bar­rel. A re­port from Bloomberg says as much in that it re­ports the deal is struc­tured around oil prices at US$75 per bar­rel in 2017 and then US$90 through 2020.

This is not out­side the realm of prob­a­ble sce­nar­ios, how­ev­er, if it does not ma­te­ri­alise then as­set sales will come in­to play in or­der to bring about the nec­es­sary fi­nan­cial flex­i­bil­i­ty that share­hold­ers will de­mand.

This is where it can get tricky for T&T de­pend­ing on how strate­gic and core our op­er­a­tions are to the com­bined and larg­er en­ti­ty. Even with high­er oil prices the com­pa­ny will be seek­ing to liq­ui­date US$30 bil­lion worth of as­sets over the next three years. Cau­tion is the word un­til we in T&T have a bet­ter ap­pre­ci­a­tion of the lay of the land.

It may not be well un­der­stood but pri­or to the an­nounce­ment of the deal Shell was of­ten seen as a de­fen­sive stock. This is be­cause it is a big div­i­dend pay­er con­sis­tent with most Eu­ro­pean stocks. The div­i­dend yield on Shell is around six per cent and in a ze­ro in­ter­est rate en­vi­ron­ment that is gold.

In or­der to main­tain the same type of share­hold­er base go­ing for­ward Shell will have to ex­e­cute ex­treme­ly well over the next three years and part of the plan al­so in­cludes share buy­backs from 2017 in or­der to main­tain the div­i­dend yield dy­nam­ic.

Geopol­i­tics

How­ev­er it is not all in the com­pa­ny's hands. En­er­gy is glob­al and is strong­ly in­flu­enced by geopol­i­tics so get­ting in­to a sit­u­a­tion with lit­tle cur­rent wig­gle room is re­flect­ed in the stock de­clin­ing in the pe­ri­od post the an­nounce­ment.

As Shell has stat­ed, oil in this deal is not nec­es­sar­i­ly the core mo­tive with liq­ue­fied nat­ur­al gas (LNG) be­ing the main dri­ver of syn­er­gies go­ing for­ward. The syn­er­gies from this deal will move Shell and BG from a cur­rent 14 per cent to 19 per cent of the LNG mar­ket in 2018 based on cur­rent de­mand.

It is well un­der­stood that LNG is dif­fi­cult to store, dif­fi­cult to trans­port (when com­pared to oil) and the mar­ket it­self is not as deep or as trans­par­ent as oil. Add to the mix the po­ten­tial for sig­nif­i­cant over­sup­ply at vary­ing times and chal­lenges can en­sue.

This is the pos­si­ble sce­nario in Aus­tralia where both Shell and BG have huge in­ter­ests in LNG projects but it is quite pos­si­ble that gas can be brought on stream with­out an off take con­tract. This could re­sult in sales on the spot mar­ket which can push prices down adding to al­ready de­pressed prices.

Chi­na and Japan have been the mar­gin­al buy­ers of LNG over the re­cent past. How­ev­er last week we got con­crete da­ta that sug­gests that Chi­na is slow­ing down and this is where the Aus­tralian gas would have been ear­marked. The chal­lenges of Chi­na and Japan along with the in­creas­ing strength of the US dol­lar, a trend that is like­ly to con­tin­ue will cre­ate some stress for the economies of South East Asia. These are key LNG mar­kets.

Add to the mix the fact that Rus­sia is quick­ly be­com­ing a rogue state but a rogue state with huge gas sup­plies. Their in­creas­ing alien­ation by the West push­es them in­to the arms of Chi­na and there is al­ready a deal for Rus­sia to sup­ply Chi­na with gas, this time us­ing the cheap­er op­tion of pipelines as op­posed to hav­ing to ship on tankers.

The bot­tom line is that at the strate­gic lev­el the deal makes sense but there are a lot of op­er­a­tional de­tails that have to fall in­to place be­fore the ben­e­fits of that strat­e­gy can be re­alised. Even then glob­al geopol­i­tics can put a spoke in the wheel. The Min­is­ter of Fi­nance is there­fore cor­rect in his as­sess­ment that it is too ear­ly to tell. How­ev­er giv­en the risks in­volved T&T would do well to have con­tin­gency plans in place in the event that the soon to be biggest en­er­gy play­er in T&T no longer sees us as strate­gic.

Ian Nar­ine is a bro­ker reg­is­tered with the SEC.

IAN NAR­INE

ian.nar­ine@gmail.com


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