In our company comment from Friday, we laid out our thoughts on the resource selldown
agreement with Total. To recap, we see Friday's 37% shellacking in the stock as an entirely
excessive knee-jerk reaction (of a kind that InterOil investors are surely familiar with). We take
this opportunity to address some of the common questions we heard from investors on Friday.
Why did InterOil and Total have separate press releases?
When it comes to asset transactions, E&P investors are familiar with the fact that the buyer and
seller routinely issue separate press releases, with each highlighting the elements that are more
favorable to their side. This is common PR practice - nothing unusual about it. That said, a joint
press release would have been a better approach. InterOil rectified this around noon on Friday,
when it filed the full purchase and sale agreement - the official document binding InterOil and
Total - but the initial period of ambiguity when investors saw two separate press releases was
still unhelpful. Since the stock resumed trading only after the agreement was filed, we doubt
that this issue played a major role in the selloff, but it's still a teachable moment.
Why do the $/Mcfe multiples increase with the amount of gas?
The answer is intuitive. Because the economics of any LNG project inherently get better the more
underlying resource there is, Total is willing to pay a higher unit price for the gas as the quantity
rises. The lowest "bracket" ($0.77/Mcfe) starts at 3.5 Tcfe, the minimum critical mass for this
specific LNG project. The next one ($1.03/Mcfe) starts at 5.4 Tcfe, and the top one ($1.29/Mcfe)
starts at 6.5 Tcfe. Keep in mind, the independent third-party's (GLJ Petroleum Consultants) 2P
(Proved Plus Probable) resource estimate for the Elk/Antelope field is 10 Tcfe, so it would take a
resource shortfall of more than 30% for the top bracket not to be reached. Reserve engineering
firms, as a matter of principle, err on the side of conservatism, so if anything, the actual resource
base is likely to be bigger - not smaller - than what GLJ has estimated.
How do the deal's $/Mcfe multiples compare to expectations?
It's obviously difficult to know what "whisper number" the market was expecting. What we
know is that the stock was trading at multiples near $0.80/Mcfe in the weeks leading up to the
announcement. Relative to this, the brackets described above should not have been a source of
disappointment - certainly not warranting a 37% selloff. It is fair to note that the brackets
compare less favorably to the five-year South Pacific transaction average (~$1.20/Mcfe), but
neither the company nor we ever suggested that there is anything magic or deterministic about
the $1.20/Mcfe number - there is tremendous variability both above and below.
Why does Total want resource certification?
Before you buy a car, you take it for a test drive. Before companies agree to a merger, they do
their due diligence. This is no different. It is natural for the buyer in a multi-billion-dollar
upstream transaction to participate in an analysis of the resource base. After all, at stake here is
more than just the resource payments that Total will make to InterOil - there is also the actual
LNG facility, which is likely to carry an even higher price tag. Given the scale of the
proposed investment, it would be truly strange if Total did not insist on resource certification.
What will InterOil do will all the money?
InterOil stands to receive $613 million in 1Q14 - tax-free. The company has stated that the
proceeds will be allocated to debt reduction (total debt was $290 million as of 3Q13) and capital
investment, i.e., resuming the exploration program - with multiple high-impact prospects on deck
for 2014-15. However, given the size of the cash injection, we think management ought to
consider some return of capital to shareholders. For example, if one-third of the $613 million were
allocated to share buyback, that would equate to 8% of shares outstanding.

