Details of $1.583 billion deals to acquire the entire share capital of MPNU plus contingent consideration, and how asset transfer will wait for minister’s assent
United States oil giant, ExxonMobil, has finally exited Nigeria’s onshore and shallow water operations as it sold off all its assets in the terrain.
Platforms Africa reports that the asset sale, which is the first transaction after the signing of Petroleum Industry Act (PIA), was to Seplat Energy Plc.
The two firms have completed the deals but will await the ministerial assent for proper handing over.
The acquisition, Platforms Africa gathered, included the entire share capital of Mobil Producing Nigeria Unlimited (MPNU) from Exxon Mobil Corporation Delaware (USA Incorporated).
Confirming the deal in a statement sent to Platforms Africa, Chief Financial Officer, Seplat, Emeka Onwuka, said the arrangements have reached advanced stage while completion of the transaction is subject to ministerial consent and other required regulatory approvals.
This is seeing as the first transaction to be announced since the Federal Government ratified Petroleum Industry Act (PIA).
According to the transaction summary, Seplat Energy Offshore Limited, a wholly owned Nigerian subsidiary of Seplat Energy Plc, has entered into a sale and purchase agreement to acquire the entire share capital of MPNU for a purchase price of $1,283 million plus up to $300 million contingent consideration, subject to lockbox, working capital and other adjustments at closing relative to the effective date
“The Transaction encompasses the acquisition of the entire offshore shallow water business of ExxonMobil in Nigeria, which is an established, high-quality operation with a highly skilled local operating team and a track record of safe operations, producing 95,000 of oil per day (kboepd) in 2020,” it stated in statement sent to Platforms Africa.
Seplat said the transaction would create one of the largest independent energy companies on both the Nigerian and London Stock Exchanges, and bolster Seplat Energy’s ability to drive increased growth, profitability and overall stakeholder prosperity.
Based on 2020 pro forma working interest volumes for Seplat Energy and MPNU, it stated that the transaction delivers: 186 per cent increase in production from 51 kboepd to 146 kboepd o 170 per cent increase in 2P liquids reserves, from 241 million barrels (MMbbl) to 650 MMbbl.
It added that the transaction will also lead to: “14 per cent increase in 2P gas reserves from 1,501 billion standard cubic feet (Bscf ) to 1,712 Bscf, plus significant undeveloped gas potential of 2,910 Bscf (JV: 7,275 Bscf)
“89 per cent increase in total 2P reserves from 499 MMboe to 945 MMboe.
“Includes offshore fields with dedicated, MPNU-operated export routes offering enhanced security and reliability,”
Seplat said the cash consideration payable under the transaction will be funded through a combination of existing cash resources and credit facilities of Seplat Energy, and a new $550 million senior term loan facility and $275 million junior off take facility.
Also, a global financing syndicate comprising Nigerian and international banks, as well as commodity-trading companies will aid the deal.
According to the agreement, the transaction will not result in any changes to the Board of Seplat Energy. The company currently expects the transaction to close in second half of 2022.
Commenting on the development, Chairman of Seplat Energy, Dr. Bryant (ABC) Orjiako, said: “This is a transformational acquisition for Seplat Energy that strengthens our partnership with the national oil company, the Nigerian National Petroleum Corporation (NNPC) Limited, and consummates the spirit of the newly enacted PIA.
“As a significantly larger business, with a stronger resource base and greatly enhanced capabilities, we will be better positioned to provide sustainable energy solutions that drive growth and profitability for the benefit of all our stakeholders, particularly our host communities and the wider Nigerian economy.
“We fully support the aims of the Federal Government’s “Decade of Gas”, and this acquisition will accelerate our development of Nigeria’s gas resources to help achieve a just transition for our rapidly growing country.”
Chief Executive Officer of Seplat Energy, Roger Brown, said: “This transaction underpins Seplat Energy’s drive to be a leader in the growth of the indigenous independent energy sector in Nigeria.
“The acquisition is a perfect fit with our strategy to build a sustainable business and deliver energy transition in Nigeria. Our financial strength has enabled us to attract high quality local and international capital providers to fund this transaction without diluting our existing shareholders and reflects our deliberate approach to capital allocation.
“We are determined to drive our growth through the extensive low-cost and low-risk production opportunities it delivers in the near term, whilst also developing longer-term opportunities to monetise our significant gas resources through domestic and export opportunities.
“This is a win-win for both companies. Together, we will strengthen our focus on profitability and cash generation to reinvest in Nigeria’s energy development.
“MPNU’s employees and contractors have a strong reputation for safety and operational excellence, and I look forward to welcoming them to the Seplat Energy family,” he stated.
The MPNU portfolio primarily consists of: A 40% operating ownership of four oil mining leases (OMLs 67, 68, 70, 104) and associated infrastructure (NNPC is the 60% partner)
“The Qua Iboe Terminal, one of Nigeria’s largest export facilities
“51% interest in Bonny River Terminal and Natural Gas Liquids Recovery Plants at EAP and Oso
“It does not include ExxonMobil’s deep-water assets in Nigeria
“MPNU will operate as a standalone subsidiary of Seplat Energy and upon closing and following receipt of requisite regulatory approvals, Seplat Energy will align MPNU with its overall strategic goals and ESG objectives,” it stated.