Anadarko Petroleum Corp. confirmed Wednesday it approached Apache Corp. about a potential buyout, but there currently are no "discussions of substance" after an initial offer was rejected.
The decision to pursue the Houston-based exploration and production giant is because Anadarko, itself one of the largest independents, is "constantly striving" to create a better company, CEO Al Walker said.
"As part of these efforts to enhance value, and after extensive analysis of public information, we recently sent Apache Corp. a nonbinding offer to acquire the company. The proposed all-stock transaction, which included a modest premium, would have been highly accretive to Anadarko on a cash flow per-share basis, even before synergies.
"Further, based on public information and Apache's historic financial and operating underperformance, the proposed transaction offered shareholders of both companies numerous value-creation opportunities given Anadarko's demonstrated success at building value through operational excellence, proven capital allocation, and active portfolio management."
Anadarko's efforts to obtain a “mutually acceptable confidentiality agreement" to explore the merits of a potential transaction "were summarily rejected," Walker said. No "discussions of substance occurred."
The Houston area independent is "unwilling to pursue the transaction without access to detailed nonpublic information, and based on our analysis, which shows that Apache appears to trade at or near full value currently, the offer was withdrawn," he said.
After rumors surfaced that Apache was being considered as a takeover target for about $18 billion, analysts had puzzled about what producer might be interested, often citing BP plc as the most likely buyer, since it is building its North American operations. However, most analysts said the possible offer was too low and would be rejected. That Anadarko was the potential buyer was a surprise to some analysts.
Anadarko has "multiple decades of high quality inventory" in Colorado's Wattenberg field and in the Permian Basin's Delaware sub-basin, "which will likely expand in 2016...as the company delineates additional zones and proves up downspacing potential," said Tudor, Pickering, Holt & Co. (TPH) on Wednesday. "There is little need, in our view, to add a large, scattered footprint, much of which is outside the core unconventional fairways, as we believe the current Delaware asset base already has the potential to reach similar size and scale to the Wattenberg."
Anadarko's management team also recently stated it had little interest in buying international assets, preferring to grow through organic exploration and development, TPH analysts said. Like Anadarko, Apache has a substantial international portfolio.
"Being a top quality explorer is one thing, but we would be hard pressed to see how buying large mature fields internationally would strategically fit and how it would be accretive for the organization given Apache has done a great job efficiently running both Egypt and the North Sea," the TPH team said.
BMO Capital Markets analyst Phillip Jungwirth said Tuesday Anadarko was the more likely takeover candidate, not Apache.
"While a deal looks attractive on paper, the possibility is clearly negative for the Anadarko story, in our view, given the perception of a higher-quality asset base in which Apache's assets (outside of Egypt and Tier 1 Midland/Delaware Basin) would have difficulty competing for capital," Jungwirth said. "Also, many view Anadarko as a takeout candidate in itself...Anadarko shares have underperformed Apache by 2,500 basis points in the past three weeks or 2,700 basis points over the past six weeks.”
Anadarko often has been acquisitive, but it hasn't been involved in a deal as big as the potential with Apache for nine years. In 2007 it paid more than $21 billion to buy Kerr-McGee Corp. and Western Gas Resources Inc., which bulked up leaseholds in the Gulf of Mexico (GOM) and the Rocky Mountains (see Daily GPI, Jan. 30, 2007).
Besides its extensive deepwater business in the GOM, Anadarko puts a lot of money today into the Wattenberg field in Colorado, where it is a top operator (see Shale Daily, Oct. 28). As well, it has extensive holdings in Texas, Pennsylvania, Utah and Wyoming.
The Wattenberg is Anadarko's primary target in the U.S. onshore, where it holds 350,000 net acres and an estimated 1-1.5 billion boe of recoverable resources, with an additional 500 million barrels of potential with optimized spacing.
In Texas, Anadarko has roughly 388,000 gross acres across the Eagle Ford Shale and an interest in four major fields covering about 300,000 acres in the Haynesville Shale region. In addition, the Permian Basin's Delaware sub-basin's net resources in the Wolfcamp Shale are estimated at more than 1 billion boe. Anadarko also is a key operator in Wyoming's Powder River, Green River and Washakie basins as well.
Overseas, Anadarko has interests in Africa, including helping to expand Mozambique's liquefied natural gas business. It also has operations in South America and New Zealand.
Like Anadarko, Apache has leaseholds overseas and in the GOM, along the Gulf Coast. In North America's onshore, the Permian is its big focus; it also explores in Oklahoma and Canada. North American production averaged 306,000 boe/d in 3Q2015, down 14% year/year and 3% sequentially (see Shale Daily,Nov. 6).