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The needles were biting - Printable Version

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RE: The needles were biting - Li'loilady - 12-16-2016

Trans - I don't suppose you know which employee/IOC board member.  Care to share?  All I could find on BMO's not so user friendly website were the department heads.

On the less relevant front:  It looked to me like Daniel Barclay – the only one overseeing international/Canadian M&A would be the managing director of the department that IOC would be (or has been) working with.  He's been doing M&A since 2003.

"Daniel Barclay
Head of Investment & Corporate Banking, Canada & International
BMO Capital Markets
Daniel is Head of Investment & Corporate Banking (I&CB), Canada & International. He joined BMO in 2003 as a Managing Director in the Mergers and Acquisitions group, and in 2009 was named Head of Canadian Mergers and Acquisitions with responsibility for all M&A activity in Canada, Europe and Asia. He has 23 years of investment banking experience in a broad range of industries. Prior to joining BMO, Daniel spent 13 years in investment banking at a global and Canadian investment dealer.
Daniel holds a Bachelor of Science with Honours from the University of Alberta and an MBA from the University of Calgary."
https://www.bmocm.com/about-us/bios/daniel-barclay/



RE: The needles were biting - CAC - 12-16-2016

___________________________________________________________________________________________________

While I lean in favor of the logic for a new vote, if we have a new, independent, unconflicted opinion, which says the Exxon deal is the best IOC can expect, or is otherwise a fair offer, it's certainly possible Exxon/IOC might try to push ahead without the vote.

The thing no one is talking about is A7.  If a new vote is required, the process will take months.  A7 will be completed, so the whole CRP issue goes away and the updated reserves will have to be certified or otherwise included in the deal.  Conversely, if Exxon/IOC can end-run the vote, then the results of A7 will not be known and the CRP aspect and the entire deal is unchanged.  So there is a major incentive to conclude the deal quickly, i.e., get the fairness opinion (and they probably already know how that is looking) and make the argument to the court that the deal was fair all along and no need to re-vote (time is money, etc.)

[/quote]

********

One logical reason XOM-IOC would want to push this through before A7 is so they can keep the CRP carrot in place (as it was at the time of the last vote).  If XOM knows they intend to manipulate the certification into "zero-value" for the CRP, they would want the vote before that occurs. If the new vote is after certifcation then maybe a couple of funds vote "no" to just getting $45 for their shares.




RE: The needles were biting - Putncalls - 12-16-2016

I don't know if the US secretary of state wants a "scandal"? What does he get if XOM picks up a couple of Ts on the cheap?


RE: The needles were biting - petrengr1 - 12-16-2016

The Judge said:

"It is in connection with the values of the PRL 15 gas fields – the primary asset of the company – and the capped CRP that, in my opinion, difficulties arise in this case... a board engaged in a proper and robust review and consideration of a proposed transformative transaction should have obtained independent advice on the value of the CRP, the Elk-Antelope asset, and the 10 CFE’s impact on the CRP."

I am hoping that any new proposal to the court will address (at least)  both the capped CRP and the lack of independent advice.

If the Certified Resource Number will be less than 10 TCFe this move would not cost Exxon anything. There is really no way to determine the true value of the resource without the certification. Removing the cap would address that problem. I would also like for them to re-instate the final certification after production has commenced but I have little hope that they will do that.




RE: The needles were biting - Putncalls - 12-16-2016

What if they removed the cap and resubmitted it to the same court again? Is that too much IOC paranoia?


RE: The needles were biting - petrengr1 - 12-16-2016

'Putncalls' pid='78426' datel Wrote:What if they removed the cap and resubmitted it to the same court again? Is that too much IOC paranoia?

I think that could happen. The court's main objection was not having an independent "fairness opinion" and the cap on the CRP. It kinda depends on whether or not the new independent fairness opinion includes the value of the assets outside of Elk/Antelope and whether or not Exxon is willing to pay more for that. If the new independent consultant determines that $45/sh + the uncapped CRP is fair I believe that the court would approve that.




RE: The needles were biting - Li'loilady - 12-16-2016

'CAC' pid='78421' dateline='<a href="tel:1481829 Wrote:

___________________________________________________________________________________________________

While I lean in favor of the logic for a new vote, if we have a new, independent, unconflicted opinion, which says the Exxon deal is the best IOC can expect, or is otherwise a fair offer, it's certainly possible Exxon/IOC might try to push ahead without the vote.

The thing no one is talking about is A7.  If a new vote is required, the process will take months.  A7 will be completed, so the whole CRP issue goes away and the updated reserves will have to be certified or otherwise included in the deal.  Conversely, if Exxon/IOC can end-run the vote, then the results of A7 will not be known and the CRP aspect and the entire deal is unchanged.  So there is a major incentive to conclude the deal quickly, i.e., get the fairness opinion (and they probably already know how that is looking) and make the argument to the court that the deal was fair all along and no need to re-vote (time is money, etc.)

********

One logical reason XOM-IOC would want to push this through before A7 is so they can keep the CRP carrot in place (as it was at the time of the last vote).  If XOM knows they intend to manipulate the certification into "zero-value" for the CRP, they would want the vote before that occurs. If the new vote is after certifcation then maybe a couple of funds vote "no" to just getting $45 for their shares.

[/quote]

I'm inclined to think that the certification will be purposefully low.  When Pet and his SHU assistant crunched the numbers a while back – TOT payment to XOM  ---->  XOM payment to IOC at various cert'd Tcfe levels, it displayed how both Total and Exxon would greatly benefit from the interim certification being low –  benefit TOT near term and XOM medium term.  We're talkin' in the upper nine figures here.  Is the cap part of the carrot or just the bean counters at HQ reassuring themselves?

OSH managed to get an average of 6.4T.  The IPI got zero dollars.  If I recall correctly, the IPI will receive payment at a "final certification."

I'm with you CAC.




RE: The needles were biting - jft310 - 12-17-2016

Civelli gets paid a second payment modeled after the Total agreement . Thats would be great if we had those terms but I doubt that happens. In my opinion if they don/t make substantial changes in the deal and they don't get a new shareholder vote and the lower court approves the deal then here comes PM to argue why the deal should not be approved at the appellate level again.
or raming the old deal through will not work.


RE: The needles were biting - admin - 12-17-2016

They've just increased the cap to 11Tcfe




RE: The needles were biting - oliver.gump - 12-17-2016

'admin' pid='78471' datel Wrote:

They've just increased the cap to 11Tcfe

That is an optical illusion by design.

Ant7 was drilled in the wrong spot, and a few of us (Pet, Myself, Phil, Sageo, and others) stated this. Ant7 will be a duster and will pull the reserve estimate lower. They IOC already know this, why have they not admitted it? Because then they would have to admit that the current deal is worse, not better than it was.

Without a material balance calculation and payment, we are getting robbed.