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Total Takes 25% Stake in Chesapeake's Utica Leasehold

As has been rumored for weeks, French energy giant Total SA is paying $2.32 billion to acquire a one-quarter stake in Chesapeake Energy Corp.'s massive Utica Shale leasehold in Ohio in the second big partnership targeting unconventional oil and gas between the companies.

The transaction, which closed on Friday, gives subsidiary Total E&P USA Inc. an undivided 25% interest in about 619,000 net acres in 10 counties of eastern Ohio. About 542,000 net acres were contributed to the JV by Chesapeake and 77,000 net acres were contributed by Houston-based EnerVest Ltd. and its affiliates.

Chesapeake is to receive $2.03 billion and EnerVest $290 million. About $610 million was paid to Chesapeake in cash at closing. Another $1.42 billion is to be paid by Total in the form of a drilling and completion cost carry, which is expected to be fully received by the end of 2014.

The Ohio transaction was disclosed by Chesapeake in early November (see Shale Daily, Nov. 4, 2011). However, Total's participation, while rumored in energy circles for weeks, was not officially disclosed until Tuesday.

Total gained entry in the U.S. shale business in late 2009 when it paid $2.25 billion to secure a one-quarter interest in Chesapeake's Barnett Shale properties. The transaction on the 266,000 net acres at the time gave Chesapeake needed cash to fund development activities. The latest deal is expected to do the same.

"Total is delighted to be building on our technical successes with Chesapeake in the Barnett Shale JV and to expand into the liquid-rich Utica Shale play in Ohio," said Total E&P President Yves-Louis Darricarrere. "This is consistent with our strategy to develop positions in unconventional plays with large potential and, in this case, with value predominantly linked to oil price. This JV will provide us with a material position in a valuable long-term resource base under attractive terms and with a top-class operator."

The transaction, as well as the $865 million pipeline sale announced last week to publicly traded subsidiary Chesapeake Midstream Partners LP, gives Chesapeake about $1.2 billion in cash to reduce debt in its 2011 year-end results (see Shale Daily, Jan. 3).

Analysts with Tudor, Pickering, Holt & Co. said the Total announcement was "the logical conclusion" to rumor of which company had partnered with Chesapeake in the liquids-rich Utica. The transaction details imply that the Utica is worth about $12,000/acre discounted, "above what we assume for average Bakken acreage and 75% of our average Eagle Ford value, by comparison."

"We believe that the Utica Shale is a world-class asset with world-class returns and now we have a world-class partner to help develop the play more aggressively than we could have with our own resources," said Chesapeake CEO Aubrey K. McClendon. "This Utica transaction is our seventh significant JV and in these seven JVs, Chesapeake has sold approximately 1.5 million net acres for total leasehold consideration of $14.8 billion while retaining 3.6 million net acres as of the JV date with an indicated value by the JV partners of $45.7 billion."

Chesapeake is to be the JV operator and would conduct all leasing, drilling, completing, operating and marketing activities for the project. The agreement provides that Total would acquire a one-quarter share of all additional acreage acquired by Chesapeake in the JV area of mutual interest. Total also would participate in midstream infrastructure related to production generated from the assets with a 25% interest.

"Total is conscious of the environmental aspects linked to developing shale acreage and is confident in Chesapeake's capacity to manage the Utica Shale operations in a responsible manner, utilizing the highest industry standards in this respect," said Darricarrere.

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