Kinder Morgan Energy Partners and Copano Energy announced a definitive agreement whereby KMP will acquire all of Copano’s outstanding units for a total purchase price of approximately $5 billion, including the assumption of debt.
The transaction, which has been approved by the boards of directors of both companies, will be a 100 percent unit for unit transaction with an exchange ratio of .4563 KMP units per Copano unit. The consideration to be received by Copano unitholders is valued at $40.91 per Copano common unit based on KMP’s closing price as of Jan. 29, 2013, representing a 23.5 percent premium to Copano’s close on Jan. 29, 2013.
The transaction, which is expected to close in the third quarter of 2013, is subject to customary closing conditions, including regulatory approval and a vote of the Copano unitholders. TPG, Copano’s largest unitholder (owning over 14 percent of its outstanding equity), has agreed to support the transaction.
Copano, a midstream natural gas company with operations primarily in Texas, Oklahoma and Wyoming, provides comprehensive services to natural gas producers, including natural gas gathering, processing, treating and natural gas liquids fractionation. Copano owns an interest in or operates about 6,900 miles of pipelines with 2.7 billion cubic feet per day (Bcf/d) of natural gas throughput capacity and 9 processing plants with more than 1 Bcf/d of processing capacity and 315 million cubic feet per day of treating capacity.
“We are delighted to have reached this agreement with Copano, a company that we know very well and have partnered with through the years, as this transaction will enable us to significantly expand our midstream services footprint,” said KMP Chairman and CEO Richard D. Kinder. “As a result of this acquisition, we will be able to pursue incremental development in the Eagle Ford Shale play in south Texas, gain entry into the Barnett Shale Combo in north Texas and the Mississippi Lime and Woodford Shales in Oklahoma. We continue to be bullish on the domestic shale plays and believe they will drive substantial future growth at KMP. Copano’s assets are very complementary to ours, as KMP is principally a pipeline transportation and storage company, while Copano is primarily a fee-based gathering, processing and fractionation player. Broadening our midstream assets will allow us to offer a wider array of services to our customers.”
“We are excited to have reached this agreement with KMP, which delivers a significant premium to our unitholders that is reflective of the strength and potential of our business and provides an ownership interest in a highly diversified industry leader with an impressive history of sustained distribution growth,” said Copano President and CEO R. Bruce Northcutt. “Through this transaction, Copano will become part of a larger, investment grade organization with stable cash flows and the financial resources to fund our increasing number of high-return growth projects. We are committed to continuing to support our customers with the highest quality service, and expect that KMP’s size and scale will allow us to provide even more value for customers. In addition, we expect this combination will provide opportunities for our many talented employees. We look forward to completing this transaction and to building significant long-term value for all of our stakeholders as part of KMP.”
“Copano is already executing on a substantial backlog of expansion projects for which it has secured customer commitments and is exploring a significant amount of projects incremental to these,” Kinder added. “Given the growth in cash flow that will come from the projects already in progress with existing customer commitments, we expect the multiple of EBITDA paid for Copano to decline to the very low double digits over the next few years and considering the growth opportunities beyond that, we expect continued attractive EBITDA growth from these assets thereafter.”
The acquisition of Copano is expected to be accretive to cash available for distribution to KMP unitholders upon closing. The general partner of KMP, Kinder Morgan, Inc. (NYSE: KMI), has agreed to forego a portion of its incremental incentive distributions in 2013 in an amount dependent on the time of closing. Additionally, KMI intends to forgo $120 million in 2014, $120 million in 2015, $110 million in 2016 and annual amounts thereafter decreasing by $5 million per year from this level. The transaction is expected to be modestly accretive to KMP in 2013, given the partial year, and about $0.10 per unit accretive for at least the next five years beginning in 2014.
“Copano’s cash flow is largely and increasingly fee based, and our accretion projections are based on commodity prices consistent with the current forward curve for the portion that is sensitive to commodity prices,” Kinder explained.
The acquisition will be immediately accretive to KMI’s cash available to pay dividends, even after KMI foregoes a portion of the incremental incentive distributions this transaction is expected to produce. The increase in KMI’s cash available to pay dividends (net of the amounts voluntarily foregone) is expected to be approximately $25 million in 2014 growing to approximately $70 million in 2016.
“We anticipate retaining the vast majority of Copano’s approximately 415 employees,” Kinder said. “This transaction is about producing future cash flow and expanding our midstream services footprint.”
Upon closing, KMP will own 100 percent of Eagle Ford Gathering (currently a joint venture with Copano), which provides gathering, transportation and processing services to natural gas producers in the Eagle Ford Shale. Eagle Ford Gathering comprises approximately 400 miles of pipelines (including its capacity rights in certain KMP pipelines) with capacity to gather and process over 700,000 MMBtu/day.
Citi acted as financial advisor for KMP and Weil Gotshal & Manges LLP and Bracewell & Giuliani acted as legal counsel to KMP. Barclays Capital Inc. and Jefferies & Company, Inc. provided financial advisory services to Copano and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Copano.
- Kinder Morgan Energy Partners to buy Copano Energy (fuelfix.com)
- Kinder Morgan Energy buying Copano for $3.2B (seattlepi.com)
by Karen Boman Rigzone Staff
The liquefied natural gas (LNG) division of Calgary-based Ferus LP successfully completed in October what the company believes to be the first-ever hydraulic fracturing operation utilizing liquefied natural gas (LNG) as engine fuel in North America.
Ferus’ LNG Division was engaged by a major oil and gas service company in the United States to conduct the pilot project, which involved six dual-fuel 2,250 horsepower pressure pumper units, powered by LNG, to stimulate well performance in the south Texas Eagle Ford shale.
The dual fuel systems allow for natural gas and diesel to be consumed simultaneously with no decrease in performance, Jed Tallman, manager of market development for Ferus LNG, told Rigzone. Approximately 10,000 gallons of LNG was used in the pilot project, which took place in the southwestern portion of the Eagle Ford play.
While the company cannot discuss the plans of the operator involved in the pilot project, Ferus LNG has been contacted by numerous operators and service companies regarding LNG as a low-cost, environmentally superior alternative fuel, Tallman said.
The increase in interest by operators and service companies in using LNG for hydraulic fracturing has been dramatic.
“Because of the large amounts of diesel consumed in fracturing fleets, the use of LNG as an alternative fuel will result in cost savings for the operator or service company, not to mention a significant reduction in greenhouse gas emissions,” Tallman commented.
“LNG offers significant environmental and cost-saving advantages and is quickly becoming the alternative fuel of choice for heavy-duty high horsepower on-road and off-road applications in North America,” said Ferus President and CEO Dick Brown in a Nov. 28 statement. “We were very pleased to play such a critical role in this ground-breaking project, and we intend to be at the forefront of this growing industry as more and more diesel consumers make the switch to North America’s abundant supply of natural gas.”
It is difficult to estimate the specific size of the market for LNG in hydraulic fracturing and in other areas such as railroad transportation and trucking moving forward, Tallman commented.
“But given the economic benefits, improved emissions profile, and increased gas production, we feel that LNG will make up a considerably larger percentage of our domestic energy consumption in the future.”
While the use of LNG for hydraulic fracturing is not being specifically done to alleviate criticism of hydraulic fracturing, the improved emissions profile of natural gas certainly is a benefit, Tallman said.
To complete this project, which marks a significant milestone in the adoption of natural gas as an alternative engine fuel, Ferus managed the entire supply chain on behalf of its client including LNG supply, transportation, and on-site storage and vaporization using specialized equipment and highly-trained personnel.
In addition to being a cleaner-burning and less expensive fuel alternative, LNG is non-toxic, non-combustible, non-flammable as a liquid, and dissipates into the atmosphere in the event of a leak or a spill, making it safer than diesel and gasoline, the company said in a statement.
The use of LNG requires specialized fuel handling equipment and additional training for individuals involved in the LNG supply chain.
“As a leading provider of cryogenic liquids for the energy sector, Ferus is uniquely qualified for the undertaking,” Tallman said.
The increased use of natural gas to fuel not only hydraulic fracturing but transportation has grown thanks to the abundance of shale gas in the United States.
The use of natural gas over diesel is becoming more widespread, likely due to the cost benefits associated with fuel switching, according to a Nov. 28 analyst report from GHS Research. GHS referenced Baker Hughes‘ Nov. 26 announcement that it would convert a fleet of its Rhino hydraulic fracturing units to bifuel pumps as a way to improve operational efficiency, lower costs and reduce health, safety and environment impacts. Bifuel is a mix of gas and diesel.
The new pumps use a mixture of gas and diesel, reducing diesel use by up to 65 percent with no loss of hydraulic horsepower. The converted fleet, which meets all U.S. Environmental Protection Agency emissions standards, can also reduce a number of emissions including nitrogen oxides, carbon dioxide and particulate matter.
Baker Hughes first converted a small fleet of its units in Canada; the success Baker Hughes saw with this endeavor prompted to company to convert an entire fleet in the United States. The company is converting several more fleets of Rhino trucks to Rhino Bifuel equipment. Baker Hughes also has a test program in Oklahoma, where a number of light-duty vehicles have been converted to natural gas.
Westport Innovations, which manufactures natural gas-powered truck engines, recently reported it is building a railroad locomotive engine that can run on LNG. During 2012, the company saw “broad consensus” for the first time that natural gas will take material market share in every global transportation market within the next five years, said David Demers, chief executive officer for Westport, during the company’s third quarter 2012 earnings update Nov. 8.
Demers noted that consensus suggests that the company will see 7 percent to 15 percent of the North American trucking industry run on natural gas in 2017.
Westport Innovations will also introduce new natural gas-powered versions of the Ford F-450 and F-550 Super Duty trucks in mid-2013, the company said in a Dec. 3 statement.
“Although current demand for natural gas used in vehicles is minor relative to the demand associated with power generation, industry and residential heating, it is catching on and may soon reach a tipping a point where growth rapidly accelerates, with or without government intervention,” GHS reported.
- Baker Hughes using natural gas in fracturing jobs (fuelfix.com)
- Baker Hughes Converts Fleet of Hydraulic Fracturing Units to Bifuel (maritime-executive.com)
- USA: Waller Marine to Develop LNG Terminal (mb50.wordpress.com)
- Natural gas exports are in near future, Exxon says (star-telegram.com)
Eagle Ford Shale continues to positively impact Port Corpus Christi and the U.S. economy. Yesterday, Wednesday, September 26, 2012, the M/V Pennsylvania, a newly built U.S. Flag vessel destined to move products related to Eagle Ford Shale in the region, made its first port of call to Port Corpus Christi. The tanker docked at Oil Dock 1.
The M/V Pennsylvania is one of two tankers purchased by Crowley Maritime Corporation’s petroleum and chemical transportation group as part of the Jones Act, from Aker Philadelphia Shipyard ASA (Oslo: AKPS). The Pennsylvania was delivered early this month marking Crowley’s re-entry into the Jones Act tanker market after its last tanker was retired in 2011. The tankers, capable of carrying nearly 330,000 barrels of a wide variety of petroleum products and chemicals, are destined to operate in U.S. coastal trade.
“Eagle Ford Shale has made a great impact on the port’s operations. We are glad to see more U.S. Flag vessels sailing around our coasts and we are honored to welcome the M/V Pennsylvania to the port.” Said Mike Carrell, Chairman Port of Corpus Christi.
The U.S.-flagged vessel is the 13th in the Veteran Class built at Aker. This proven design provides Crowley customers with ABS-classed vessels that have been thoroughly tested and refined for performance and reliability. With a length of 183.2 m, a breadth of 32.2 m, and a depth of 18.8 m, the tankers come in at 45,800 deadweight tons with a draft of 12.2 m. Powered by the first Tier II large-bore engines, MAN-B&W 6S50MCs, the speed of the Pennsylvania and the Florida is expected to average 14.5+ knots. In addition to being double hulled with segregated ballast systems, safety features also include water and CO2 firefighting systems, as well as a foam water spray system.
Crowley has a long history of transporting petroleum products and chemicals by tanker and articulated tug barge (ATB). Until 2011, Crowley owned and operated Jones Act product tankers that safely carried petroleum products and chemicals. Crowley has also proven itself an innovator and leader in the industry through the development of an unrivaled ATB fleet, which includes some of the newest and most sophisticated ATBs in the market. As of 2013, Crowley will own and operate 17 ATBs, which include 155,000-barrel, 185,000-barrel and 330,000-barrel capacity tank vessels. Crowley has safely and reliably operated all of these Jones Act tankers and ATBs on the U.S. Gulf, East, and West coasts under voyage and time charters with leading companies in the petroleum and chemical industries.
It looks like some of the un-drilled acreage leased by EOG Resources in the western side of the Eagle Ford Shale may be next on the list to get drilled. Rather than let leases expire, the company indicated in a recent conference call that it will shift some of the rigs that are currently drilling in the more productive east toward the western side of the play. EOG has reported completing some “monster wells,” in the east, such as the Boothe #10H in Gonzales County. The Boothe #10H IP-ed at 4,820 barrels of oil per day and 7.5 MMcfd of rich gas. In EOG Resource’s most recent earnings conference call, dated August, 2, 2012, chairman Mark Papa indicated that the shift of rigs toward the west was primarily to hold acreage.
- Shale oil gamble has EOG sitting pretty (fuelfix.com)
By Vicki Vaughan
The report, from information and analytics firm IHS, looked at well performance for oil and oil-rich liquids in the Eagle Ford as well as in the Bakken Shale of North Dakota and Montana, currently the nation’s top play. The Bakken has more wells than the Eagle Ford, but so far, on a per-well basis, the Eagle Ford seems to be producing more than the Bakken.
The Bakken is more established, and the Eagle Ford is still developing.South Texas
This IHS report is part of a broader study that’s under way of 27 of the nation’s shale plays.
The IHS analysis shows that “Eagle Ford drilling results appear to be superior to those of the Bakken,” said Andrew Byrne, director of equity research at IHS and the study’s author.
The Bakken shale is the play against which others are measured, Byrne said, because “it was the key play that really opened up development of unconventional resources” using high-tech drilling methods and hydraulic fracturing.
The Bakken first began to show great promise about 12 years ago, Byrne said.
“The results from the Bakken were so strong that it set the standard by which all others will be measured. It was the one play that incited the industry into pursuing these opportunities,” he said.
Now, though, comes the Eagle Ford.
Wells in the Eagle Ford Shale have a stronger flow – 300 to 600 barrels a day or oil and oil-rich liquids, based on average production in a peak month – than in the Bakken, where flow ranges from 150 to 300 barrels a day.
“One of the reasons we really like the Eagle Ford is its potential as a large total resource. It could be one of the best, if not the best, in North America,” Byrne said.
“The Eagle Ford covers such a vast area. That also makes this such a strong play.”
The Eagle Ford sweeps 400 miles from East Texas to counties south of San Antonio and on to the border.
The play “gets uniformly strong results, and that’s making the play look that much bigger and better,” Byrne said.
“All plays essentially have sweet spots. What makes the Eagle Ford so good is that the noncore stuff is delivering strong results also. In some other plays, it’s only the sweet spot that’s economic.”
The Center for Community and Business Research at the University of Texas at San Antonio has also prepared studies of the Eagle Ford Shale. Center Director Thomas Tunstall predicts that the Eagle Ford Shale will produce 65 million barrels of oil for 2012. Oil production in the Eagle Ford reached 36.6 million barrels in 2011, according to Texas Railroad Commission data.
It’s somewhat difficult to predict production from the shale because the rate of production is accelerating, Tunstall said.
IHS doesn’t yet have an estimate of all the oil that is in the Eagle Ford.
“We’re working on that,” Byrne said.
Last week, Steve Trammel, senior manager of industry affairs for HIS, said in an interview that rig counts are declining in shale plays with much more natural gas than oil because of low natural gas prices.
But drilling is on the rise in shale with oil and “liquids-rich” areas, where wells can tap a mix of oil and condensate, a light oil, and “wet,” or liquid, natural gas, Trammel said.
In fact, the highest average monthly production in the Eagle Ford is coming from the formation’s liquids-rich window, Byrne said.
Asked which might be the next hot play, Byrne said: “We haven’t officially put out that opinion yet. That will have to be reserved until we finish our study.”
The energy industry is “very creative,” he noted. “It seems like every quarter another play shows up.”
- Texas: Experts deliver another round of Eagle Ford bullishness (mb50.wordpress.com)
- Black gold comes to Texas’ rescue again (fuelfix.com)
- Eagle Ford oil production in May tripled from 2011, Texas says (fuelfix.com)
- Eagle Ford banks challenged as deposits skyrocket (mb50.wordpress.com)
- Eagle Ford tied to global economy (mysanantonio.com)
- Black gold comes to Texas’ rescue again (mysanantonio.com)
San Antonio Express-News
Deposits at most of those banks have surged. The Karnes County National Bank’s deposits rocketed 110 percent to almost $168 million from the end of 2009 through the first quarter of this year.
Eleven other institutions registered jumps in deposits that ranged from 46.8 percent to 82.7 percent. By comparison, domestic deposits at U.S. banks increased 14.7 percent during the same period.
But the influx of deposits has left the Eagle Ford-area banks with something of a challenge: how to deploy that money at a time when loan demand isn’t nearly as strong.
“It’s a problem, but it’s a good problem,” said H.B. “Trip” Ruckman III, president and chairman of The Karnes County National Bank in Karnes City. Its deposits rose by $88 million from the end of 2009 to March 31, while its loans rose by $19 million.
“We have had depositors come in with more than a million dollars at a whack,” he added. “So it is a challenge to keep the money invested.”
The San Antonio Express-News tracked deposits and loans from the end of 2009, when activity started picking up in the Eagle Ford Shale, through the first quarter of this year at 20 banks based in the 14 counties directly affected by the oil and gas activity. Most of the banks tracked are small community banks with assets of less than $220 million.
Eighteen of the 20 banks had deposit growth above the national average of 14.7 percent over the 27 months ending March 31.
Deposits at Security State Bank in Pearsall, for example, climbed by $150 million from 2009 through March 31, mostly as a result of the oil and gas activity, said Mike Wilson, president and CEO.
“Where we used to hunt for money, we don’t have to hunt anymore,” he said.
Curtis Carpenter, who follows banks as managing director of Sheshunoff & Co. Investment Banking in Austin, likened the situation to having “more than you can say grace over.”
Still, the deposit windfall has yet to translate to the same growth in loans.
“You can only loan money where it makes sense,” Carpenter said. “And the fact that all of these deposits are coming in doesn’t necessarily translate into lending opportunities.”
Those lending opportunities will pick up as the Eagle Ford area prospers from all the oil and gas activity, Carpenter said. Bankers agreed, saying they are eager to loan on both multifamily and single-family residential projects. There is some reticence to loan on RV parks and motels because of concerns that they’ve saturated the area.
Bankers offered other reasons why loan growth hasn’t corresponded with deposit growth. Banks have to comply with lending standards — set by banking regulators — that are designed to prevent bank failures. Many existing bank customers are paying off loans with their newfound wealth rather than borrowing money. In addition, many of the oil services companies operating in the Eagle Ford Shale have pre-existing relationships with banks outside the area, so they are not turning to South Texas banks for loans.
Lagging loan growth
All but six of the 20 banks studied reported loan growth over the period. That growth ranged from as little as 6.5 percent at Texas Community Bank in Laredo to 62.2 percent at The Karnes County National Bank.
The increase for those 14 banks was well above the 1.8 percent increase for all U.S. banks combined. Nevertheless, the pace of growth significantly lagged the rise in deposit growth that Eagle Ford-area banks experienced.
“Nobody’s been able to keep up with that,” said Fred Hilscher, executive vice president of the First National Bank of Shiner. Its deposits are up $78 million, or 78.5 percent, versus $7.7 million for loans. The bank borders two counties directly affected by the Eagle Ford Shale. He attributed most of the increase in deposits to the shale.
“We would hope that we could have a larger loan growth, more investments, but … we’re very conservative in what we do,” he added.
Security State Bank’s lending is up about $46 million, or 29 percent since the end of 2009, though its deposits were up $150 million. Wilson, the bank’s president and CEO, has been assessing loans for new oil field buildings and yards in the area to ensure that the bank doesn’t concentrate too heavily on these types of investments.
“If this oil play was to quit or really slow down, there’s going to be an oversupply of that type of thing,” he said. “Just like RV parks and motels. The whole Eagle Ford Shale, every major community in it, is inundated with motels.”
Every week, the bank turns down at least one loan application for motel construction, Wilson said. He’d prefer to provide construction financing for apartments or duplexes because there is such a shortage of permanent housing in the area, but developers aren’t interested.
“Everybody wants the immediate huge payback,” he said.
At Dilley State Bank, with nearly $100 million in assets, deposits increased by $33 million, or 70 percent, to $80.4 million. Loans, meanwhile, increased $3.4 million, or 36.2 percent, to almost $12.8 million.
“Our loans are higher now,” said Jeff W. Avant, the bank’s president and CEO. “But they are still relatively low (versus assets) for most banks our size. It’s not that we’re not (looking to lend) — we’re looking. We look at all the loans and possible loans that come in.”
Like most other banks, Dilley State Bank isn’t willing to ease its lending standards to make a loan. And while oil services companies have come into the area, the bank hasn’t had a bump in lending to them.
“A lot of oil companies, they are banking wherever they come from,” Avant said.
Straining capital ratios
The flood of deposits has led to one serious issue for some of these small banks: having enough capital.
Banking regulators require that banks maintain a minimal level of capital. Deposits are listed on a bank’s balance sheet as liabilities, so as deposits swell, the institutions’ owners might have to put up more of their own money — capital — as a hedge against potential losses to satisfy regulators’ requirements.
It’s an issue banks will have to grapple with as long as landowners continue to deposit big checks from royalties and leases. The solution is either to turn away customers or to raise more capital, Sheshunoff’s Carpenter said. Selling stock or retaining earnings are ways to boost capital.
Security State Bank has chosen the latter. The bank has been retaining about half its profits — rather than paying them out to shareholders — to increase its capital so its capital ratios remain stable.
Meanwhile, The Karnes County National Bank is seeking authority from federal banking regulators to sell $5 million in stock to boost its capital, Ruckman said.
“You’ve got to be proactive in these situations, and that’s what we’re trying to do,” he said.
Picky about customers
Dilley State Bank hasn’t gone to the extreme of turning away new customers to limit new deposits, but it’s particular about who it wants banking there.
“We’re not trying to grow deposits. We’re not short on cash,” president and CEO Avant said.
One of Avant’s lieutenants refused to share the bank’s CD rates with a reporter out of fear that it they were published it would generate a slew of phone calls from prospective customers wanting to park their money there for just a short time.
“We are looking for long-term-relation-type customers,” Avant said.
All the activity in the Eagle Ford Shale has created exciting times, Security State Bank’s Wilson said. Yet he can’t quit worrying that it won’t last as long as many predict.
“Everything tells us that this is going to be a long-term play, but we’ve all been through some of these before and nobody saw the end coming until the day after it happened,” he said.
- Eagle Ford tied to global economy (mysanantonio.com)
- New drilling, production in Eagle Ford surges (mb50.wordpress.com)
- Eagle Ford Shale’s has had profound impact on Texas (fuelfix.com)
- Eagle Ford: Enterprise opens crude-gathering system (fuelfix.com)
Bill Lehane 09 May 2012 14:15 GMT
The US independent will pay in cash for the acquisition, which is expected to close subject to approvals in the third quarter.
Paloma II owns roughly 17,000 net acres in the Eagle Ford shale play, primarily in Karnes and Live Oak counties.
Net production at the properties as of 1 April was around 7000 barrels of oil equivalent per day.
Paloma II’s principal shareholders are Paloma Resources, Encap Energy Capital Fund VII and Macquarie Americas Corporation.
Marathon Oil has previously flagged its intentions to hone in the Eagle Ford, telling the Howard Weil conference earlier this year it would ramp up activity in the oil window of the South Texas shale play.
The Eagle Ford is a key plank of the New York-listed outfit’s $4.82 billion capital expenditure budget for this year.
- Energy: Texas Tops Finds From Brazil to Bakken as Best Prospect (mb50.wordpress.com)
- New drilling, production in Eagle Ford surges (mb50.wordpress.com)
- Marathon Sells Alaska Assets (mb50.wordpress.com)