National Oilwell Varco, Inc. and Robbins & Myers have entered into an agreement under which National Oilwell Varco will acquire Robbins & Myers, Inc. (NYSE:RBN) in an all cash transaction that values Robbins & Myers at approximately $2.5 billion.
Under the agreement, Robbins & Myers’ shareholders will receive $60.00 per share in cash in return for each of the approximately 42.4 million shares outstanding (“the Transaction”.) The Boards of Directors of National Oilwell Varco and Robbins & Myers have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of two-thirds of Robbins & Myers shareholders. Closing would be expected to occur in the fourth quarter of calendar 2012.
Robbins & Myers’ largest shareholder, M.H.M. & Co., Ltd, which owns approximately 10% of the outstanding common shares of Robbins & Myers (“Common Stock”) has agreed to vote its Common Stock in favor of the Transaction in accordance with the terms of a support agreement entered into in respect of the Transaction. The support agreement will terminate in the event the merger agreement is terminated in accordance with recommendation of the Board of Robbins & Myers.
Mr. Pete Miller, Chairman, President and CEO of National Oilwell Varco, remarked, “Robbins & Myers has many complementary products with those National Oilwell Varco currently offers the industry. I am particularly enthusiastic about the prospect of incorporating their downhole tools, pumps and valves into National Oilwell Varco Petroleum Services & Supplies and Distribution & Transmission segments. We feel that our combined manufacturing infrastructure and portfolios of technology will further advance our presence in the oil and gas markets we serve. We are extremely excited about this combination and look forward to welcoming a very talented group of employees into the National Oilwell Varco family.”
Mr. Pete Wallace, President and Chief Executive Officer of Robbins & Myers commented, “Robbins & Myers Board of Directors believes that the proposed transaction with National Oilwell Varco represents a compelling value for our shareholders. This transaction allows Robbins & Myers to join forces with an industry leader that will enable its business segments to fully capitalize on their respective strategies, enhance leadership positions in niche applications, and execute growth plans at a faster pace. We have worked hard to create a focused business with reduced complexity and a culture of continuous improvement, all based on improving customer productivity and profitability. This is the right time for this transaction and I believe National Oilwell Varco is the right partner to take us to the next level of performance.”
National Oilwell Varco is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, the provision of oilfield services, and supply chain integration services to the upstream oil and gas industry.
Robbins & Myers, Inc., headquartered in Houston, TX, is a leading supplier of engineered, application-critical equipment and systems for global energy, chemical and other industrial markets. The company provides products and services for upstream oil and gas markets, along with a portfolio of industrial process and flow control products. Robbins & Myers has 3,400 employees and operates in 15 countries.
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Vantage Drilling, a Cayman Islands exempted offshore drilling contractor, reports a net loss of $10.0 million or ($0.03) per diluted share for the three months ended June 30, 2012 as compared to a net loss of $40.1 million or ($0.14) per diluted share for the three months ended June 30, 2011.
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Yesterday, the Department of the Interior took the latest step as part of President Obama’s all-of-the-above energy strategy to expand safe and responsible domestic energy production, holding a 39 million acre lease sale in the Gulf of Mexico.
Secretary of the Interior Ken Salazar announced that the Central Gulf of Mexico oil and gas lease sale attracted $1,704,500,995 in high bids for tracts on the U.S. outer continental shelf offshore Louisiana, Mississippi and Alabama. A total of 56 offshore energy companies submitted 593 bids on 454 tracts covering more than 2,402,918 acres. The sum of all bids received totaled $2,602,563,726.
The lease sale builds on a series of actions taken by the Obama administration, including additional lease sales for both onshore and offshore areas for oil and gas development, to meet the President’s direction to continue to expand safe and responsible production of America’s important domestic resources.
“This sale, part of the President’s all-of-the-above energy strategy, is good news for American jobs, good news for the Gulf economy, and will bring additional domestic resources to market,” said Salazar, who opened the sale. “When it comes to domestic production, the President has made clear he is committed to expanding oil and natural gas production safely and responsibly, and today’s sale is just the latest example of his administration delivering on that commitment. The numbers speak for themselves: every year the President has been in office, domestic oil and gas production has increased, foreign imports of oil have decreased, and we are currently producing more oil than any time in the past eight years.”
The Central Gulf of Mexico Lease Sale 216/222, conducted by the Bureau of Ocean Energy Management (BOEM), offered more than 39 million acres for oil and gas development on the U.S. Outer Continental Shelf. The acreage included 7,434 tracts from three to more than 230 miles off the coast, in depths ranging from 10 to more than 11,200 feet (3 to 3,400 meters). BOEM estimates the economically recoverable hydrocarbons that could be produced as a result of the acreage offered ranges from 0.8 to 1.6 billion barrels of oil and 3.3 to 6.6 trillion cubic feet of natural gas.
The sale builds on the successful Western Gulf of Mexico lease sale held by BOEM in December 2011 that made available more than 21 million acres – equal to an area the size of South Carolina – and attracted more than $337 million in high bids and included 20 companies submitting 241 bids on 191 tracts comprising over a million acres offshore Texas. In 2010, DOI offered nearly 37 million offshore acres to industry for oil and gas leasing.
“Before moving forward with Sale 216/222, we conducted a rigorous analysis of the environmental effects of the Deepwater Horizon oil spill on the Central Gulf of Mexico,” said BOEM Director Tommy P. Beaudreau. “We have also continued a number of lease terms designed to ensure fair return to the American people and provide innovative incentives to promote diligent development of our nation’s offshore oil and gas resources.”
Yesterday’s highest bid on a tract was $157,111,000 submitted by Statoil Gulf of Mexico LLC for Mississippi Canyon, Block 718. Shell submitted the highest total amount in bonus bids, $406,594,560 on 24 tracts.
Lease terms for both sales included escalating rental rates to encourage faster exploration and development of leases as well as shorter lease terms for shallower water in order to encourage timely development. BOEM has increased its minimum bid requirement in deepwater to $100 per acre, up from $37.50 in previous Central lease sales. Rigorous historical analysis showed that leases that received high bids of less than $100 per acre have experienced virtually no exploration and development activities.
Lessees will have to comply with a series of important environmental stipulations, including requirements to protect biologically sensitive features, as well as marine mammals and sea turtles, and employ trained observers to ensure compliance and restrict operations when conditions warrant. These terms will help ensure an appropriate balance of responsible resource development with protection of the human, marine and coastal environments.
Each high bid on a tract will now go through a strict evaluation process within BOEM to ensure the public receives fair market value before a lease is awarded. This is the final Gulf Lease Sale scheduled in the current Outer Continental Shelf Oil and Gas Leasing Program: 2007-2012.
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With strong oil prices persisting, major energy companies are increasingly reinvesting their earnings in exploration and development of offshore oil and gas basins. Visiongain calculates capital expenditure in the MODU market will total $48.1bn in 2012.
According to the International Energy Agency, global oil demand will rise from 88 million barrels today to around 99 million barrels in 25 years time. Over this period the cost of extracting oil will be higher and production from offshore resources will not be as expensive as it was relative to development of onshore hydrocarbons.
Although new technological improvements mean fewer people will be needed on offshore oil and gas drilling rigs, the construction industry behind MODUs and assembly of related technologies is providing employment for thousands of people. For example, the Brazilian marine construction industry has emerged on a vast scale to enable its offshore industry to provide MODUs and technologies for Petrobras to meet its vast oil production targets from its offshore resources.
Most super-major oil and gas companies as well as independent oil and gas companies have each secured a share in the hydrocarbon-rich offshore regions across the globe and demand for MODUs is strong. Meanwhile, health and safety standards and technology have both improved across the industry, leading to a backlog of orders for new-build MODU.
The Mobile Offshore Drilling Units (MODU) Market 2012-2022 report includes 144 tables, charts and graphs that analyse quantify and forecast the MODU market in detail from 2012-2022 at the global level, four submarkets and for 7 regional markets. The analysis and forecasting ahs been reinforced by extensive consultation with industry experts. Two full transcripts of exclusive interviews are included from Friede & Goldman and Maxeler Technologies. The report also profiles 55 leading companies involved in the MODU market.
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In one of the most significant cross-border financings involving Brazil’s offshore energy sector this year, Milbank, Tweed, Hadley & McCloy LLP has represented a consortium of major international lenders providing a US$692 million debt facility for the purchase of the Black Diamond I deepwater drillship by Schahin Group.
The Brazilian energy and construction conglomerate is purchasing the drillship – to be built by Korea’s Samsung Heavy Industries – and will then charter it to Brazil’s Petrobras (Petróleo Brasileiro SA). Schahin Group has also entered into an operating agreement with Petrobras. Milbank advised joint lead arrangers The Export-Import Bank of Korea (Kexim), Mizuho Corporate Bank, WestLB AG and Standard Chartered Bank – along with a group of five other lenders from Europe and Asia.
A series of recent offshore discoveries by Petrobras have catapulted Brazil to the front ranks of energy-rich nations – industry watchers project that the country could become the world’s fourth-largest oil producer over the next decade. The Black Diamond I drillship – vital in the pursuit of capturing deepwater oil and gas reserves – has the capacity to operate in sea depths up to 3,000 meters (9,800 feet), and drill to a depth up to 10,000 meters, including area beneath the seabed (32,800 feet).
Milbank project finance partner Daniel Bartfeld led the firm’s representation, along with project finance senior associate Roland Estevez and associates Anne Shutkin, Alyssa Frederick and Jeeseon Ahn.
“International interest in the Brazilian offshore sector continues to be very strong, as major new fields continue to be identified, solidifying Brazil’s importance as a critical source of global energy for decades to come,” Mr. Bartfeld said. “We are pleased to work with some of the world’s leading international institutions in the financing of a new drilling rig to be used by Petrobras. The transaction highlights that leading lenders such as KEXIM, Mizuho, Standard Chartered, WestLB and the others have strong capacity for financing well-structured projects in Brazil’s offshore energy sector.”
Mr. Estevez added, “The international lending community is keenly interested in supporting major energy projects throughout Latin America, and nowhere is that appetite more acute right now than in Brazil. This deal, involving several of the key energy players in the country, is another example of Milbank’s ability to help leading Brazilian companies raise significant capital.”
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U.S. oil & gas exploration and production company, ConocoPhillips, announced a 2012 capital program of $15.5 billion. The 2012 capital program for E&P is $14.0 billion and includes $2.2 billion for worldwide exploration, $0.4 billion of capitalized interest and $0.7 billion for the company’s contributions to the FCCL business venture and loans to other affiliates.
Approximately 60 percent of the E&P capital program will be spent in North America. This represents an increase in the U.S. Lower 48 and Canada compared with prior years, reflecting improved market conditions, with additional emphasis on liquids-rich resource plays and high-return investments.
Capital spending in Alaska is expected to be slightly down compared to 2011 levels, and will be directed toward development of the existing Prudhoe Bay and Kuparuk fields, as well as fields on the Western North Slope.
In Europe, Asia Pacific and Africa, total spending is expected to be approximately 40 percent of the E&P capital program.
In the North Sea, spending is planned for existing and new opportunities in the Greater Ekofisk Area, the Greater Britannia fields and development of the Jasmine and Clair Ridge projects.
“The 2012 capital program reflects our strategic emphasis on delivering value by investing in the most profitable opportunities,” said Jim Mulva, chairman and chief executive officer.
The company will continue its focus on accessing, testing and appraising material opportunities in both conventional and non-conventional oil and gas plays. ConocoPhillips plans further appraisal of the Poseidon discovery in the Browse Basin, offshore Australia, and the Tiber and Shenandoah discoveries in the Gulf of Mexico. The company also plans to test material prospects in the Gulf of Mexico and Kazakhstan. Delineation of the company’s position in the Eagle Ford shale play will continue, as will pilot programs in shale plays in the Canadian Horn River Basin, Australia and Poland.
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The deal marks China’s latest move to win influence over Western-owned energy assets to feed its fast-growing economy. It is also Sinopec’s major purchase in Brazil in just a year after it made a $7 billion purchase from Repsol for a 40 percent stake in its Brazil division.
“For Sinopec, there are not many opportunities to grow in the traditional domestic upstream oil and gas sector — overseas acquisition is an area to find growth,” said UOB Kay Hian analyst Yan Shi.
“It will benefit Sinopec on upstream reserves, and reduce risks in its money-losing downstream operation.”
Sinopec, Asia’s biggest oil refiner, expected the deal will expand its overseas oil and gas business operations and boost its oil and output growth.
Galp’s primary assets in Brazil include four deep-water blocks of BM-S-11, BM-S-24, BM-S-8 and BM-S-21 in the Santos Basin, it said.
Sinopec expected it would receive 21,300 barrels of oil equivalent per day (boedp) in 2015 and production would reach a peak of 112,500 boedp in 2024.
Under the agreement, Sinopec’s wholly owned unit, Sinopec International Exploration and Production Corp (SIPC), will take new shares to be issued by Galp and assume shareholder loans, Sinopec Group said in a statement.
“Taking into consideration this investment and projected future capital expenditure, the total cash payout amounts to approximately $5.18 billion at closing,” Sinopec said.
The transaction must be approved by the Chinese government.
China’s outbound M&A deals this year totaled $37.6 billion, down from $54.1 billion last year, according to Thomson Reuters data.
The deal would help Galp, a newcomer to large-scale oil projects, to finance its stake in the development of massive oil fields in the deepwater region known as the subsalt region in Brazil–site of the largest oil discovery in the Americas in more than 30 years.
“This capital increase significantly strengthens Galp Energia’s capital structure, fully securing its funding needs for the future expansion and development of its upstream activities,” Galp said in a statement.
Sinopec’s overseas acquisition strategy is partly guided by the desire to build up scale in certain countries, including Brazil, said a company official who declined to be named.
Galp is a minority partner with Brazil’s state-run oil company Petrobras in key offshore discoveries, including the vast Lula field, formerly known as Tupi, as well as the Cernambi and Iara finds.
Sinopec Group is the parent of Hong Kong-listed and Shanghai-listed China Petroleum & Chemical Corp. The group does overseas upstream oil and gas investment and operations via its wholly owned unit SIPC.
By Judy Hua, Wan Xu and Ken Wills (Reuters)
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Hercules Offshore, Inc. today reported a loss from continuing operations of $17.0 million, or $0.12 per diluted share, on revenue of $163.0 million for the third quarter 2011, compared with a loss from continuing operations of $16.1 million, or $0.14 per diluted share, on revenue of $157.6 million for the third quarter 2010.
John T. Rynd, Chief Executive Officer and President of Hercules Offshore stated, “Activity levels in the U.S. Gulf of Mexico Shelf are on the rise, as operators increasingly focus on liquids rich drilling opportunities. Concurrently, several jackup rigs have departed for international opportunities, resulting in a tight environment for rig availability in the region. Hercules Offshore has been the primary beneficiary of the improving fundamental trends in the shallow water U.S. Gulf of Mexico, which have accelerated during the third quarter. Average dayrates in our Domestic Offshore segment have increased by nearly $10,000 per day over the past year, with leading edge rates suggesting further upside for our domestic jackup fleet.
“Our International Offshore segment was recently successful at securing several contracts, including attractive, long term extensions for the Hercules 261 and Hercules 262 in the Middle East. These contracts are a testament to our strong performance and relationship with the customer, Saudi Aramco. Tempering our international success was the recently announced damage to the Hercules 185, where we are anticipating approximately six months of downtime for repairs.”
Domestic Offshore revenue increased to $60.2 million in the third quarter 2011 from $25.1 million in the comparable period in 2010. Approximately 70% of the revenue increase is attributable to the acquisition of the Seahawk rigs, while higher utilization and dayrates on the legacy fleet contributed to the remaining revenue growth. Average revenue per rig per day increased by $9,722 per rig per day to $49,060 in the third quarter 2011 compared to $39,338 in the prior year period. Utilization in the third quarter 2011 increased to 74.2% from 62.9% in the third quarter 2010. However, operating days rose by more than 90%, largely as a result of the acquisition of the Seahawk rigs. Domestic Offshore operating expenses increased to $53.2 million in the third quarter 2011 from $38.7 million in the third quarter 2010, due to costs associated with the acquired Seahawk rigs. Domestic Offshore recorded an operating loss of $12.8 million in the third quarter 2011 compared to an operating loss of $32.1 million for the respective prior year quarter.
International Offshore revenue declined to $49.0 million in the third quarter 2011 from $74.4 million in the third quarter 2010. The decline was primarily driven by new contracts at lower market rates on the Hercules 208, Hercules 258, Hercules 260 and Rig 3, as well as the downtime related to transition between contracts. The reduction in revenue related to these aforementioned rigs was partially offset by the increased utilization on the Hercules 185. Overall, average revenue per rig per day declined to $96,388 in the third quarter 2011 from $138,344 in the third quarter 2010, and operating days declined to 508 days from 538 days, in the respective periods. Third quarter 2011 operating expenses were $29.1 million compared to $31.1 million in the third quarter 2010, as lower costs associated with new contract terms on the Hercules 258 and Hercules 260 were partially offset by higher costs on the Hercules 185. International Offshore general and administrative expenses during the third quarter 2011 include an $8.0 million benefit, compared to a $1.5 million benefit during the third quarter 2010, from the reversal of an allowance for doubtful accounts related to payments received from a customer in Angola. Operating income decreased to $12.9 million in the third quarter 2011 from $26.9 million in the third quarter 2010.
Inland revenue for the third quarter 2011 increased to $8.1 million from $5.7 million in the third quarter 2010, primarily driven by an increase in average revenue per rig per day to $31,008 in the third quarter 2011 from $21,357 in the third quarter 2010. Utilization of 94.9% during the third quarter 2011 is comparable to 97.5% for the prior year period. Third quarter 2011 operating expenses were $3.5 million, which includes approximately $2.6 million in gains for asset sales, compared to $8.3 million in the comparable period in 2010. Year ago results include an accrual of approximately $3.0 million related to a multi-year state sales and use tax audit. Inland recorded operating income of $0.9 million in the third quarter 2011 compared to an operating loss of $8.6 million in the third quarter 2010.
Domestic Liftboats generated revenue of $16.7 million in the third quarter 2011 compared to $24.6 million in the third quarter 2010. Year ago results were positively impacted by coastal remediation work related to the BP-Macondo incident. The absence of the BP-Macondo related work led to a decline in utilization to 69.8% during the third quarter 2011 from 91.6% for the prior year period. Average revenue per liftboat per day was down slightly to $7,443 in the third quarter 2011 compared to $7,684 in the third quarter 2010. Operating expenses were essentially flat at $11.4 million in the third quarter 2011. Operating income for Domestic Liftboats was $0.6 million in the third quarter 2011 compared to operating income of $9.4 million in the comparable prior year period.
International Liftboat revenue increased modestly to $28.9 million in the third quarter 2011 compared to $27.8 million in the third quarter 2010, largely due to higher utilization, which rose to 64.1% in the third quarter 2011 from 56.6% in the prior year period. This was partially offset by a decline in average revenue per liftboat per day to $21,325 from $23,176 in the same periods, respectively. Operating expenses increased to $14.1 million in the third quarter 2011 versus $13.0 million in the prior year period due to higher labor and maintenance costs. Operating income for International Liftboats was $8.5 million in the third quarter 2011, compared to $9.4 million in the same period of the prior year.
Discovery Offshore S.A. Investment
Since Hercules Offshore’s initial $10 million investment in Discovery Offshore S.A. (Oslo Axess: DISC), which gave the company an 8% ownership stake, the Company has completed several purchases of Discovery common stock, totaling approximately $24.2 million. The most recent purchase on September 13, 2011 increased Hercules’ holding in Discovery to 18.4 million shares, corresponding to 28.0% of Discovery’s share capital.
Headquartered in Houston, Hercules Offshore, Inc. operates a fleet of 49 jackup rigs, 17 barge rigs, 65 liftboats, two submersible rigs, and one platform rig. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. Hercules Offshore currently holds 28.0% of share capital in Discovery Offshore, a pure play, ultra-high specification jackup rig company.
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