Each one in plain English, with the numbers worked through for a shareholder.
23 Feb 2017business combination▲ GoodMajor
ExxonMobil completed the acquisition. Each InterOil share became 0.5459 ExxonMobil shares plus a contingent resource payment placed in escrow at closing, to be released after Elk-Antelope is certified, and InterOil was delisted from the New York Stock Exchange. Shareholders were bought out with the cash half of their consideration still riding on a resource number that Antelope-7 had not helped.
The Antelope-7 sidetrack passed its planned total depth, reaching 2,383 metres against about 2,300 planned, still without evidence of the Antelope reservoir, and the operator drilled on toward a deeper exploration target. Two days before the takeover closed, the well meant to size the contingent resource payment had not found the field.
More than 91% of votes cast approved the amended ExxonMobil transaction, above the 80% recorded at the September meeting. The Yukon hearing for the final order was set for 20 February.
The deed behind the US$470 million facility, the fourth restatement of the November 2013 agreement. Drawing at or above US$450 million requires the Antelope-7 appraisal to be finished and a determination of at least 7.0 Tcfe of 2C resource for PRL 15, producing an interim resource payment of not less than US$500 million - the lenders wrote the uncertified resource number into the loan conditions.
A US$470 million senior secured facility at LIBOR plus 6.5% refinanced the US$400 million line, again running to end-2017 - the margin up from 6%. The independent transaction committee had pressed for more funding given InterOil's financial position, and any interim resource certification payment from Total received before closing must go straight to repaying the facility.
Antelope-7 - the well whose result feeds the certification that sets the contingent payment - had reached 2,127 metres against a planned total depth of about 2,300 metres without intersecting the Antelope reservoir. It sits on the western flank, 1.45 km from Antelope-5. InterOil now holds 36.5% of it.
InterOil answered the court's objections by putting the deal to a four-member independent transaction committee, which unanimously recommended it, and by improving the terms: the contingent resource payment cap rises from 10 to 11 Tcfe, lifting maximum consideration from about US$71.87 to about US$78.94 a share, while the break fee InterOil could owe rises from US$67 million to US$100 million. New record date 10 January, new vote in mid-February, new outside date 31 March 2017.
InterOil said ExxonMobil remained fully supportive, that it was in talks to extend the outside date, and that it was weighing an application for leave to appeal to the Supreme Court of Canada while addressing the issues the Yukon appeal court raised.
The Court of Appeal allowed Mulacek's appeal and overturned the Supreme Court of Yukon's approval. A transaction backed by more than 80% of votes cast and found fair by the court below was undone by the founder's appeal, and InterOil and ExxonMobil were left working out a route to closing.
The Yukon Court of Appeal granted Mulacek a stay of the approval order and set his appeal down for an expedited hearing on 31 October, so the transaction cannot close until the appeal is decided.
The Supreme Court of Yukon approved the transaction on 7 October and found it fair and reasonable, but Mulacek at once filed a notice of appeal and asked for a stay. InterOil said it would seek an expedited hearing.
The Yukon court reserved its decision after a contested hearing at which InterOil's founder Phil Mulacek objected to the transaction. Without a final order by 29 September the deal could not close in September as planned.
More than 80% of votes cast approved the ExxonMobil transaction at a special meeting. Closing still needed a final order from the Supreme Court of Yukon, set down for 27 September.
Oil Search did not match and its agreement was terminated; ExxonMobil agreed to buy InterOil in a transaction worth more than US$2.5 billion. Shareholders get US$45.00 a share in ExxonMobil stock plus a non-transferable contingent resource payment of US$7.07 a share for each Tcfe of certified Elk-Antelope resource above 6.2 Tcfe up to 10 Tcfe - US$26.87 a share at the cap, for US$71.87 in total. The certification that decides it includes Antelope-7, a well not yet drilled.
The bidder was ExxonMobil, and the board judged its offer superior to Oil Search's: US$45.00 a share paid in ExxonMobil stock on a ten-day volume-weighted average, plus a contingent resource payment of about US$7.07 a share for each Tcfe certified above 6.2, capped at 10 Tcfe. Oil Search had until 21 July to match.
An unnamed third party made an unsolicited, conditional, non-binding proposal to buy all of InterOil, and the board used the fiduciary-out in the Oil Search agreement to open talks with it while still recommending Oil Search. The Yukon court had granted the interim order for the 28 July shareholder vote two days earlier.
The investor presentation for the Oil Search transaction. It sets the 27.2% premium to InterOil's US$31.65 close on 19 May against the share consideration alone and shows the contingent value right adding US$1.81 a share at 6.5 Tcfe rising to US$10.88 at 8.0 Tcfe - InterOil holders would end up with roughly 14-21% of the combined company.
Oil Search agreed to acquire all of InterOil for 8.05 Oil Search shares per InterOil share, an implied US$40.25 a share or about US$2.2 billion, plus an uncapped contingent value right paying roughly US$6.05 a share for each Tcfe of certified 2C resource at Elk-Antelope above 6.2 Tcfe. A cash alternative of up to US$770 million was offered. In a linked memorandum Oil Search would immediately on-sell 60% of the acquired PRL 15 interest and 62% of the exploration assets to Total, de-risking its own purchase. Certification is to include the not-yet-drilled Antelope-7 well.
The signed arrangement agreement for the Oil Search transaction, dated 20 May 2016 and filed in full, with the contingent value right to be governed by a separate CVR agreement.
The legal instrument behind April's facility: the November 2013 syndicated facility agreement, already restated in June 2014 and March 2015, restated a third time at US$400 million with ANZ replacing Credit Suisse as agent.
A US$400 million senior secured capital expenditure facility arranged by ANZ replaced the US$300 million Credit Suisse line and pushed maturity from end-2016 to end-2017. The price of that extension was a wider margin: LIBOR plus 6%, against LIBOR plus 5% on the facility it refinanced.
Full-year 2015 with the appraisal picture: Antelope-6 found 42 metres of dolomite connected to the rest of the field, and GLJ's first independent assessment of the exploration discoveries put gross unrisked 2C contingent resources at 3.6 Tcfe for Raptor and 2.4 Tcfe for Bobcat. Elk-Antelope data was to go to two independent auditors for certification, a four-to-six-month process. Liquidity US$252 million against 2016 spending guided down to US$155-170 million, with talks under way to increase and extend the credit facility.
The second Antelope-5 extended test averaged 53.3 million cubic feet a day through a 48/64-inch choke over 14 days, mostly stabilised near 57, then shut in for over 14 days for pressure build-up; preliminary analysis confirmed the reservoir quality and connectivity seen in mid-2015. Antelope-6, on the opposite flank, gave about 13 million cubic feet a day over 24 hours through a 40/64-inch choke - a much smaller number, but from a far shorter test over only the upper 66 metres of the reservoir, before drilling on to the gas-water contact.
A second extended well test began at Antelope-5, flowing about 50 million cubic feet a day for roughly two weeks before shutting in to record the pressure build-up, with gauges in Antelope-1 as an observation well - five times the gas moved in the first test, run specifically to firm up the field's minimum connected volume. Antelope-6 was drilling ahead at 1,120 metres below sea level.
Total spudded Antelope-6 on the field's eastern flank, 2 km from Antelope-3, to a planned 2,464 metres below sea level. InterOil now holds only 36.5% of the well against Total's 40.1% and Oil Search's 22.8%.
Wireline logs on the Antelope-4 sidetrack measured 182 vertical metres of gas-bearing dolomite and a gross gas column of about 339 metres, confirming the high-quality reservoir extends south. InterOil also said Antelope-4 and -5 data suggest the field-wide gas-water contact is deeper than previously interpreted.
Antelope-4 sidetrack-1 reached total depth and Antelope-6 was to spud in December as the last joint-venture-approved appraisal well. InterOil said Total's certification payment could be expected four to six months after that well, and that a further well on the western flank could add 1-3 Tcfe and US$400 million to US$1.2 billion to what it is paid. Liquidity US$473 million; 2016 spending guided to US$175-195 million.