By Rebecca Elliott
Pioneer Natural Resources Co. has agreed to buy Parsley Energy
Inc. for $4.5 billion, the latest in a flurry of U.S. oil tie-ups
as companies seek to weather low prices brought about by the
coronavirus pandemic.
The all-stock deal, which values Parsley at a 7.9% premium to
its closing value Monday, would solidify Pioneer's place as one of
the largest producers in the Permian Basin of Texas and New Mexico,
the top American oil field.
The long-anticipated string of transactions is expected to
continue for healthier companies in the country's most prolific oil
fields, investors said, while many smaller, debt-burdened companies
that are hoping for a deal may draw few offers.
Pioneer Chief Executive Scott Sheffield said in an interview
Tuesday that size and scale would be key to surviving as an
independent oil-and-gas producer as the world transitions away from
fossil fuels, and for his company would help it return more cash to
shareholders. But he said additional combinations of industry
players may take time.
"I do not see much more coming until these other companies can
deliver with excess cash flow over the next two or three years," he
said.
The Wall Street Journal reported Monday that Pioneer and Parsley
were in talks to combine. Shares in Parsley increased about 5% on
Tuesday, as Pioneer's stock fell around 4%.
"The combination of Parsley and Pioneer creates an organization
set to thrive as we forge a strong new link at the low end of the
global cost curve," Parsley Chief Executive Matt Gallagher said in
a statement. He is poised to join the combined company's board of
directors
The deal comes a day after ConocoPhillips agreed to buy Concho
Resources Inc. for $9.7 billion. Last month, Devon Energy Corp.
agreed to a $2.6 billion merger with WPX Energy Inc., while Chevron
Corp. in July agreed to buy Noble Energy Inc. for about $5 billion.
All of them were all-stock deals with premiums of 15% or below.
The targets are among a relatively small group of U.S.
oil-and-gas companies considered healthy enough financially to
attract buyers, investors said.
Only about a quarter of major U.S. shale operators were
attractive acquisition or merger targets based on their financial
and operational strength, consulting firm Deloitte said in a recent
report. Less attractive possibilities made up about half of the
sector and a significant portion of U.S. oil and gas production.
Deloitte deemed the rest as either risky investments or attractive
largely to private equity firms.
In addition to having poor returns, many companies accumulated
steep debts during the fracking boom, while only a few have managed
to operate with lower costs that allow for better returns when oil
prices recover, said Ben Cook, portfolio manager at BP Capital Fund
Advisors.
Though the industry is in a consolidation phase that will likely
extend beyond the Permian Basin into other parts of Texas and North
Dakota, Mr. Cook said, "I don't think [M&A] happens for
everyone."
All told, U.S. shale drillers have generated net negative free
cash flows of about $300 billion since 2010, Deloitte said. Since
2015, at least 248 North American oil and gas producers have filed
for bankruptcy, according to Dallas law firm Haynes & Boone.
The industry's bankruptcy cases have involved more than $175
billion in debt, the firm said in a recent report.
This year, operators including Chesapeake Energy Corp., Whiting
Petroleum Corp. and California Resources Corp. filed for bankruptcy
as the coronavirus pandemic crushed energy demand.
There is no market for about 80% of the roughly 500 oil and gas
producers in North America, according to Adam Waterous, the founder
of Waterous Energy Fund, a private equity firm. Mr. Waterous said
many companies bought up unproven assets during the boom, most of
which have proven to be unprofitable without high oil prices.
"It's not as simple as smashing together some private equity
[oil and gas] companies that have no buyer," said Mr. Waterous, who
was previously the head of investment banking and energy at the
Bank of Nova Scotia. "The vast majority of these are not good
assets."
Still, absent a jump in prices to $50 or $60 per barrel, deals
in the oil patch should continue to flow, said Ben Dell, managing
partner at private investment firm Kimmeridge Energy Management Co.
U.S. benchmark oil settled around $41 a barrel Tuesday.
"There's a palpable feeling of being left behind now and that
the business model has changed, and that's resonating with
management teams, " Mr. Dell said.
Mr. Sheffield, Pioneer's chief, is the father of Parsley's
executive chairman, Bryan Sheffield. Pioneer Chairman J. Kenneth
Thompson said in an interview that neither Scott Sheffield nor
Bryan Sheffield was allowed to participate in deal
negotiations.
Scott Sheffield said he was also barred from discussing the
acquisition with executives.
Pioneer said it expects the combined company to realize roughly
$325 million in savings annually by reducing administrative
expenses and other costs.
The deal, which is expected to close early next year, is subject
to approval from the shareholders of both companies. The companies
said that Quantum Energy Partners, Parsley's largest shareholder
with a 17% stake, backs the combination.
Write to Rebecca Elliott at rebecca.elliott@wsj.com
(END) Dow Jones Newswires
October 20, 2020 19:47 ET (23:47 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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