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Energy Industry Trends Review

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Merger and acquisitions<br />

Key trend—Oil price and market volatility<br />

has led to a decline in oil and gas M&A activity,<br />

which is now at its lowest level since<br />

2008. North America continues to be the<br />

focus of the largest deals with midstream<br />

activity forecast to increase substantially.<br />

In 2010, there were a total of 1,717 M&A<br />

deals in the global oil and gas sector, with<br />

the total deal value at about $322 billion.<br />

This year (up to the end of October 2011),<br />

the sector has seen 1,508 mergers valued<br />

at around $211 billion. 66<br />

In the third quarter of 2011, according to<br />

data from IHS Herold, upstream transaction<br />

values fell to $31.9 billion as compared to<br />

$77.6 billion in the third quarter of 2010.<br />

The deal count also witnessed a drop from<br />

75 to 52 in the third quarter of 2011. A lot<br />

of the value in upstream M&A is still being<br />

driven by activity in the US shale gas sector.<br />

BHP’s all-cash $15 billion takeover of US<br />

shale-focused Petrohawk <strong>Energy</strong> was the<br />

largest global corporate deal in more than<br />

two years, accounting for nearly half of<br />

third-quarter 2011 worldwide deal value.<br />

BHP will pay $12.1 billion in cash, giving it<br />

access to shale oil and gas assets across one<br />

million acres in Texas and Louisiana. The<br />

deal comes just months after BHP agreed<br />

to buy Chesapeake <strong>Energy</strong>’s Arkansasbased<br />

gas business for $4.75 billion. Other<br />

significant deals this quarter also focusing<br />

on US shale basins included Statoil’s $4.4<br />

billion bid for Brigham Exploration. Statoil<br />

is looking to enter the Bakken and Three<br />

Forks shale plays in North Dakota with<br />

its purchase of Brigham, which has current<br />

production of 21,000 b/d, potentially<br />

increasing to 100,000 b/d over the next five<br />

years. As part of its US shale play strategy,<br />

Statoil is looking to build more shipping<br />

capacity, with a focus on pipelines, but has<br />

not yet committed itself to any specific<br />

pipeline project. Hess Corporation has<br />

carried out a transaction in the Ohio Utica<br />

Shale (a $593 million cash-plus drilling<br />

carry joint venture with Consol <strong>Energy</strong> and<br />

the $750 million corporate acquisition of a<br />

privately held Marquette Exploration). The<br />

French major Total has also made it known<br />

that it is looking for further opportunities<br />

13<br />

in the US shale plays. Total currently has no<br />

operated production from US shale plays,<br />

but has been participating in a joint venture<br />

with Chesapeake <strong>Energy</strong> in the Barnett<br />

Shale in North Texas for nearly two years. 67<br />

Downstream total transaction value for the<br />

third quarter of 2011 was down 36 percent<br />

compared to third-quarter 2010 and deal<br />

count was lower to 11 as compared to 13<br />

for the same period in 2010. The natural gas<br />

distribution sector contributed more than<br />

one third of downstream total transaction<br />

value in the third quarter of 2011 driven by<br />

ATCO’s $1.1 billion acquisition of a natural<br />

gas network that serves Western Australia.<br />

Both refining transactions were sales of<br />

assets by Murphy Oil Co. in the United<br />

States. With these sales, Murphy Oil exits<br />

the refining business to focus on its E&P,<br />

service station and terminal businesses. 68<br />

While the number of midstream transactions<br />

fell dramatically in the third quarter of 2011<br />

to the lowest level since the first quarter<br />

of 2009, fourth-quarter 2011 activity is<br />

increasing and pipeline deals are starting<br />

to drive the market in North America.<br />

Kinder Morgan, the US oil and gas pipeline<br />

company, has agreed to a $38 billion deal<br />

(including debt) to buy El Paso Corporation,<br />

another pipeline operator, creating<br />

the fourth-largest energy company in<br />

North America by market value. The deal<br />

represents a bet by Houston-based Kinder<br />

Morgan on the future growth of North<br />

American natural gas supplies, giving it<br />

operations in all the leading areas for US<br />

shale gas production. Another significant<br />

transaction this quarter was <strong>Energy</strong> Transfer<br />

Equity’s most recent $9.5 billion offer to<br />

acquire Southern Union Group for $44.25<br />

per share in cash. On the oil pipeline side,<br />

there was a significant deal this quarter<br />

with the $1.15 billion Enbridge has agreed<br />

to pay for ConocoPhillips’s half of the<br />

Seaway line which originally ran from the<br />

Gulf Coast to Oklahoma, serving Conoco’s<br />

Ponca City, Oklahoma, refinery. Because of<br />

the large amount of oil in the Midwest, the<br />

Seaway line has recently been running at<br />

very low capacity and its reversal looks like<br />

it will be the first pipeline online to be able<br />

to move enough crude out of the oil hub of<br />

Cushing, Oklahoma to the refineries along<br />

the US Gulf Coast, cutting into the price<br />

premium held by North Sea Brent blend<br />

against the price US benchmark West Texas<br />

Intermediate and avoiding the need to build<br />

completely new infrastructure. 69<br />

Observation<br />

M&A deal volume and activity continues<br />

to be dominated by the US unconventional<br />

sector this quarter, where increasingly there<br />

are concerns that the growth picture might<br />

be constrained by infrastructure challenges.<br />

Total US oil production from shale plays is<br />

currently estimated at 700,000 b/d but is<br />

estimated to increase substantially, depending<br />

on access to pipeline shipping capacity.<br />

For example, in one key US shale production<br />

area, the Eagle Ford in South Texas<br />

(where there are still very few pipelines),<br />

companies continue to rely on trucks and<br />

railways to handle the increasing oil production<br />

output. 70 As shale gas production<br />

also increases, the US Interstate Natural<br />

Gas Association of America Foundation (a<br />

trade group) estimates that companies will<br />

need to build 35,600 miles of large scale<br />

natural-gas pipelines between 2011 and<br />

2035 to meet market demands, at a cost<br />

of $178 billion. 71<br />

As a result, the focus of M&A activity has<br />

now moved its focus to infrastructure<br />

deals, as companies seek to capitalize on<br />

this growth and as a result, the US pipeline<br />

market is undergoing a dramatic transformation.<br />

Deals like the Kinder Morgan<br />

acquisition of El Paso, or Enbridge’s deal for<br />

a 50 percent share of the Seaway pipeline,<br />

will change the way the US infrastructure<br />

market operates. These deals not only<br />

involve new projects to transport greater<br />

volumes of unconventional oil and gas to<br />

market, but are also bringing into focus<br />

pipeline companies that are all seeking<br />

greater consolidation and scale to grow<br />

their companies after years of operating in<br />

a market which up until a few years ago,<br />

showed few prospects for growth. Notably,<br />

many of the transformations underway are<br />

seeing companies divest riskier E&P operations<br />

(Williams, Kinder Morgan and Atlas<br />

<strong>Energy</strong>) to focus purely on their infrastructure<br />

businesses, broadening their operations<br />

and thereby realizing greater market value.

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