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Thoughts on the OSH Deal, FWIW
#1
Been reviewing the OSH deal and still don't know if it's fair IMHO, but maybe it is.  Agree with Stavros and others that we should have fought for more (maybe we did, however, we don't know).
And the question remains as to why sell now? Can't cipher on that one. But we're here now with an accepted cash-out or share deal.
Seems to me the key question as all know is cash now, or risk for more $ per share in 1-5 years.
A few random comments, which try to put the deal in perspective. ‎
1. Lest we forget, TOT cert/FID/first cargo money would not be distributed to shareholders - it would be in corporate for our twits to piss away. So how much would the payment affect our share price?‎ Dunno, but my quick calcs post from yesterday compared the OSH vs TOT pmts on a cash/share basis, and TOT was higher in each calculation but not spectacularly so, dependent on share value as we moved to reserves cert/payment, FID, and first gas. 
2. We have to pay our share of the LNG plant construction. Say $10-12 billion and we're on the hook for 30% equity up front (rest financed) times our share (36.5%?) of that. For argument sake let's say $12B*.3*.365 equals 1.3billion. Adjust if u believe $10B is the number given weak construction market, which might happen. 
We have to burn $100 million/yr (?) on our corporate overhead FEED etc so that's 6 yrs till Jan 2023 first LNG or $600m. ‎
So we need $1.3+.6 eq $1.9 billion cash in the bank to get us first. LNG. I\'m guessing we get that or more on certification and FID‎. So we could make it to first LNG as a standalone company, but we'd be a weak partner.
3. Folks are worried about playing with cert nos. Don't think it will happen on a large scale. Reserve certifiers can be induced to add 5% or maybe 10% by a hard-working Client, having done these exercises before. You basically get to work with the certifiers and review the work and final draft, and you comment (hard/soft) on it, and might get these % increases. Maybe.  Also be aware that the certifiers are getting all their data from the Company/Client so would they withhold? Don\'t think so but possible.
We may get screwed by OSH/TOT here, but not by 20-30%, 10% tops IMHO.
Remember 7T will support 2 trains. They will not build 3 trains even if they have 10T, IMHO. Too much up front risk money.  Could be wrong . Maybe they'd go for 2 x 5mtpa trains. Possible
4. XOM's plant NPV10 is approximately $13B now, if u believe WoodMac and thats rough and VERY dependent on oil price/lng price assumption.  So say our fields are closer to the plant and give us $14B NPV10. At startup we get 36.5% of that (ignore the PNG Govt buy in) which means our NPV10 value is $5b and spread over 49.86 mill shares that\'s $102/share which of course would be discounted in our share price.
If they go for larger LNG plant then our NPV10 is larger, but so is upfront spend. ‎
5. Most oil and gas M&A deals are now done on a 2-stage bid process - invite two highest/best bids and let them compete in Stage 2 bids. Did IOC do that? No idea. ‎ I know they had a dataroom in Sing but I didn't see the Info Memo / bid rulesand don't know the process. Could check but it's academic now methinks.
6. As some have said, what\'s the alternative? Kill the deal and put our hands in way overpaid pink shirt hands, or take the cash/OSH?
Soooo, is it fair? Hate to say it but I think it may be given the numbers above. Cash now versus promise of cash later‎, or you can hang onto OSH to capture the later value. ‎
Correct any of the above coz may made errors. Saturday night so sorry for the randomness of the points.
GLTAL, and good night.
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#2

'Indoreservoir' pid='69856' datel Wrote:

Been reviewing the OSH deal and still don't know if it's fair IMHO, but maybe it is.  Agree with Stavros and others that we should have fought for more (maybe we did, however, we don't know).
And the question remains as to why sell now? Can't cipher on that one. But we're here now with an accepted cash-out or share deal.
Seems to me the key question as all know is cash now, or risk for more $ per share in 1-5 years.
A few random comments, which try to put the deal in perspective. ‎
1. Lest we forget, TOT cert/FID/first cargo money would not be distributed to shareholders - it would be in corporate for our twits to piss away. So how much would the payment affect our share price?‎ Dunno, but my quick calcs post from yesterday compared the OSH vs TOT pmts on a cash/share basis, and TOT was higher in each calculation but not spectacularly so, dependent on share value as we moved to LNG cert, FID, and first gas. 
2. We have to pay our share of the LNG plant construction. Say $10-12 billion and we're on the hook for 30% equity up front (rest financed) times our share (36.5%?) of that. For argument sake let's say $12B*.3*.365 equals 1.3billion. Adjust if u believe $10B is the number given weak construction market, which might happen. 
We have to burn $100 million/yr (?) on our corporate overhead FEED etc so that's 6 yrs till Jan 2023 first LNG or $600m. ‎
So we need $1.3+.6 eq $1.9 billion cash in the bank to get us first. LNG. I\'m guessing we get that or more on certification and FID‎
3. Folks are worried about playing with cert nos. Don't think it will happen on a large scale. Reserve certifiers can be induced to add 5% or maybe 10% by a hard-working Client, having done these exercises before. You basically get to work with the certifiers and review the work and final draft, and you comment (hard/soft) on it, and might get these % increases. Maybe.  Also be aware that the certifiers are getting all their data from the Company so would they withhold? Don\'t think so but possible.
We may get screwed by OSH/TOT here, but not by 20-30%, 10% tops IMHO.
Remember 7T will support 2 trains. They will not build 3 trains even if they have 10T, IMHO. Too much up front risk money.  Could be wrong . Maybe they'd go for 2 x 5mtpa trains. Possible
4. XOM's plant NPV10 is approximately $13B now, if u believe WoodMac and thats rough and VERY dependent on oil price/lng price assumption.  So say our fields are closer to the plant and give us $14B NPV10. At startup we get 36.5% of that (ignore the PNG Govt buy in) which means our NPV10 value is $5b and spread over 49.86 mill shares that\'s $102/share which of course would be discounted in our share price.
If they go for larger LNG plant then our NPV10 is larger, but so is upfront spend. ‎
5. Most oil and gas M&A deals are now done on a 2-stage bid process - invite two highest/best bids and let them compete in Stage 2 bids. Did IOC do that? No idea. ‎ I know they had a dataroom in Sing but I didn't see the Info Memo / bid rulesand don't know the process. Could check but it's academic now methinks.
6. As some have said, what\'s the alternative? Kill the deal and put our hands in way overpaid pink shirt hands, or take the cash/OSH?
Soooo, is it fair? Hate to say it but I think it may be given the numbers above. Cash now versus promise of cash later‎, or you can hang onto OSH to capture the later value. ‎
Correct any of the above coz may made errors. Saturday night so sorry for the randomness of the points.
GLTAL, and good night.

Indo -  Many thanks for your post . All good points under " food for thought" .

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#3
Thanks, Indo, for your analysis.

"...or you can hang onto OSH to capture the later value."

I'm coming to the conclusion that the deal, holding on to the OSH shares, might put us in the same range of returns as were likely with no deal, and with far less risk.
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#4

'Thylacine-2' pid='69860' dateline='<a href="tel:1463849 Wrote:Thanks, Indo, for your analysis. "...or you can hang onto OSH to capture the later value." I'm coming to the conclusion that the deal, holding on to the OSH shares, might put us in the same range of returns as were likely with no deal, and with far less risk.

Thy, am thinking the same thing, unless PM or someone else pulls a rabbit out of their hat!

I'm worried am missing something so put it out for comments/thoughts from all.

Cheers

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#5
Just throwing this out there. I am aware of the pluses and many many minuses but....,

Or we can vote the blue form. No on the deal. Bring Phil back in. Keep the total contract, which really cannot be broken and essentially runs itself because total is the operator. Let Phil do what he does best and explore!!!
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#6

'cybersssss' pid='69862' datel Wrote:Just throwing this out there. I am aware of the pluses and many many minuses but...., Or we can vote the blue form. No on the deal. Bring Phil back in. Keep the total contract, which really cannot be broken and essentially runs itself because total is the operator. Let Phil do what he does best and explore!!!

Giving Total 60% of IOC so OSH can finance its piece of E/A strikes me as just a bad deal.  Maybe it was necessary for the survival of OSH, the re-election of O'Neill and the stability of the PNG economy.  Even then, just how did we end up becoming the sacrificial lamb (and at such extraordinary executive and administrative costs)?

Vote the blue.  If PM wins with the blue ballot his guy goes in manage the Total contract, hopefully successfully demanding immediate certification then the process begins understanding what has been found in the testing since his departure. Of course IOC relations with its partners will be slightly strained, but the Total obligation to proceed without delay to FID will remain.  In that event then OSH might have to be acquired by Woodie due to its inability to pay its share of the E/A plant and exploration expenses.

If PM loses then we pray Hession does not succeed Botten as yet another prize for piloting the Trojan Horse raid on IOC that allowed OSH to survive.  If MH does become the OSH CEO then we can start worrying about the deal Hession has cut for selling OSH to Woodie.

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#7

Note also that the cash side of the deal becomes worse, relatively speaking as the size of the E/A volume increases.  Under the SPA rules IOC gets 3 escalating tiers of payments from 3.2 TCFE upward.  Above 6.5 TCFE the gross payment is $1.00 per MCFE for incremental gas.  The buyout is zero below 6.2 TCFE and only 77 cents per MCFE above it.    So the bigger the volume the larger share of the certification payment OSH gets on a percentage basis vs. what IOC would get under the SPA without the buyout.  Of course those are gross numbers.  IOC actual share is that times 40.125%.  We get paid more cash as the field size grows, but gain a smaller and smaller percentage of the total.  But obviously in the buyout case you get cash in hand, whereas if IOC gets it, you'll never see it.  It seems OSH should have put us on parity; not screw us more as the field gets bigger.  There should have been a cash payment for the volume from 3.2 to 6.2 TCFE (like the SPA) and then all the value above that should have been on a fixed percentage for everything above that.  As it is  we get a declining percentage in the buyout.

I haven't looked too closely at the Total part of this, but it seems they are by far getting the most out of this deal.  How much will they bend to make a better deal for us???

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#8

I want to see the deal sweetened by AT LEAST 30%

Anything less and I'm ready to risk killing the deal, which will hurt IOC.

BUT it will hurt OSH and TOTAL even more

Drivel Maven with Personality
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#9
Indo, thanks for your thoughts. My thinking is similar to yours. On the "why now?" question I believe it's been made clear by Total that IOC isn't a good fit in any project.

Total is shopping this deal to LNG buyers and banks. My guess is that consistently IOC is the weak link and increases the risk of the project. Oil Search is seen as solid and the PNG preferred company. IOC is in the way.
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#10

'Palm' pid='70028' datel Wrote:Indo, thanks for your thoughts. My thinking is similar to yours. On the "why now?" question I believe it's been made clear by Total that IOC isn't a good fit in any project. Total is shopping this deal to LNG buyers and banks. My guess is that consistently IOC is the weak link and increases the risk of the project. Oil Search is seen as solid and the PNG preferred company. IOC is in the way.

First, let me also thank Indo for an interesting line of thoughts.

Second, if you are right here Palm (and I think you very well could be, although I have no independent indications of this), doesn't it give InterOil a modicum of leverage? And if so, did they use it? The latter question is probably impossible to answer without first or second hand knowledge of the negotiating process, but the existence of a modicum of leverage doesn't strike me as unreasonable.

Let's not forget that nobody forced Total into the 2012 deal or forced OilSearch to buy Civelli out.

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