Geopark Announces All-cash Acquisition of Amerisur Resources (london-listed Latin American E&P Company)

Source Press Release
Company GeoPark LimitedAmerisur Resources Plc 
Tags Pipelines/ tankers/ distribution, Corporate Deals, Deals, Upstream Activities
Date November 15, 2019

Self-funded Growing Business Adds Light Oil Production, Proven Reserves, Low Breakeven Cashflow, Low Risk Development Opportunities, Significant Exploration Resources, Strategic Acreage, New Basin Entry, Carried Exploration Drilling, Cross-border Pipeline, New Partnerships, and Operating and Commercial Synergies

GeoPark Limited (“GeoPark” or the “Company”) (NYSE:GPRK), a leading independent Latin American oil and gas explorer, operator and consolidator with operations and growth platforms in Colombia, Peru, Argentina, Brazil, Chile and Ecuador, announces the acquisition of  Amerisur Resources Plc. (“Amerisur”) (LON:AMER).

Strategic Rationale: Capturing Scale

GeoPark has a 17-year track record of creating value by systematically building a strong, sustainable and diversified portfolio of assets across Latin America, both organically and through acquisitions. The acquisition of Amerisur is in line with GeoPark’s strategy of continued expansion, on the way to its long-term production target of 100,000 boepd and beyond. In addition to providing growth in reserves, production and cash flow, this acquisition will significantly enrich GeoPark’s inventory of short, medium and long-term exploration opportunities. Increased scale will benefit GeoPark by a larger more risk-balanced portfolio, creating a more efficient and stable cost structure, expanding the new project opportunity set, and continuing to improve access to a wider investment community.

Deal Summary: All Cash

GeoPark will acquire the entire issued and to be issued share capital of Amerisur for a total cash consideration of approximately £242 million, being an offer price of 19.21 pence per share (the “Transaction”). The Transaction follows from a strategic review including a formal sales process announced by Amerisur on July 19, 2019 under the UK Takeover Code. Closing of the Transaction is expected in December 2019 or in January 2020, following approval of Amerisur shareholders and subject to customary regulatory approvals.

The Transaction will incorporate 12 production, development and exploration blocks in Colombia, covering 2.5 million gross acres, including 11 operated blocks in the Putumayo basin and the CPO-5 non-operated block in the Llanos basin, a successful operating team, and the Oleoducto Binacional Amerisur (the “OBA”), an export oil pipeline from Colombia to Ecuador.

Oil & Gas Production: Growing Light Oil

Amerisur’s working interest production for September 2019 was 6,865 bopd from two blocks, with light oil representing 100% of the mix. The Platanillo block (100% WI, Amerisur operated) produced 4,503 bopd of 30° API light oil for the same period. The CPO-5 block (30% WI,  ONGC Videsh (“ONGC”) operated) produced 7,872 bopd of 36-41°  API light oil, 2,362 bopd net to Amerisur, from two undeveloped oil fields for the same period.

Oil & Gas Reserves: Low Risk Development Opportunities

Amerisur reports total net proven reserves (“1P”) and total net proven and probable reserves (“2P”) of 15.0 and 21.8 million barrels, respectively (certified by McDaniel & Associates as of end July 2019, as announced by Amerisur on September 20, 2019). Amerisur reports 2P reserves for the Platanillo block of 12.3 million barrels and the CPO-5 block of 9.5 million barrels, where multiple development drilling opportunities have been identified to continue growing production. As of September 2019, the two main producing fields in the CPO-5 - Indico and Mariposa - were producing from natural flow, each from a single well, at a combined gross rate of 7,872 bopd with zero water-cut. The Mariposa 1 well has accumulated more than 2.1 million bbls in approximately 23 months, and the Indico 1 well has accumulated more than 1.0 million bbls in approximately 10 months.

Exploration Resources: New High Impact Acreage and a New Basin

Amerisur’s CPO-5 block, covering 0.5 million acres, is adjacent to and geologically on trend with GeoPark’s prolific Llanos 34 block (45% WI, GeoPark operated). There are two 3D seismic surveys (1,555 sq km), covering the majority of the block where the GeoPark team has identified and delineated multiple exploration prospects in multiple geological formations. Additional prospects may be delineated after new 3D seismic surveys are carried out in the uncovered acreage. Following the acquisition, GeoPark will have a contiguous land position of more than one million gross acres in one of the most productive and high-potential areas of the Llanos basin in Colombia (please see map below).

Amerisur’s Putumayo blocks provide an extensive position of 2.0 million gross acres in a new basin, with existing production, a dedicated cost-effective transportation solution and significant exploration potential. Occidental Petroleum (“Oxy”) has agreed to invest $93.25 million (and to carry Amerisur) in the exploration of the Put-9, Mecaya, Terecay and Tacacho blocks to earn a 50% working interest. Additionally, Oxy acquired a 50% working interest (no carry) in the Put-8 block for total a cash consideration of $19.1 million. Entry into the Putumayo basin will give GeoPark access to an underexplored high potential hydrocarbon basin (please see map below), logistically integrated and part of the rich Marañon-Oriente-Putumayo petroleum system spanning Peru, Ecuador and Colombia – a building block of GeoPark’s long-term growth strategy.

On behalf of Amerisur, McDaniel & Associates has estimated a mean of 289 million barrels in consolidated working interest unrisked exploration resources across Amerisur’s portfolio, with a high-end estimate of 566 million barrels.

Cashflow: Self-Funding / Low Breakeven Prices

Amerisur is a cashflow positive, growing business with low operating costs. In 2018 and 1H2019, operating netbacks1, respectively were $50.5 and $24.7 million, approximately $30.2 and $27.0 per barrel2. Amerisur has demonstrated it is self-funding through its cashflow from operations during 2018 and 1H2019 exceeding its capital expenditures program of $17.1 and $13.8 million over the same periods. Amerisur’s balance sheet is strong, with no financial debt and a cash position of $46 million as of June 30, 2019.

Infrastructure: Cross-Border Pipeline and Facilities

Amerisur owns 100% of the OBA export pipeline which runs for approximately 17 km from the Platanillo block in the Putumayo basin in Colombia and crosses into Ecuador, where it joins the Ecuadorean pipeline system connecting to the port of Esmeraldas on the Pacific coast. It was constructed for a total cost of approximately $20 million and became operational in late 2016 and opens up a new alternative and more secure commercialization route for the Putumayo basin crude. The transport cost is approximately $4 per barrel according to Amerisur. The OBA pipeline has a total potential capacity of 50–70,000 bopd (currently utilized at less than 10%) and has started to transport third-party crude in 2019, creating a new source of revenue for Amerisur.

Partnerships

GeoPark and ONGC, the national oil company of India and the operator of the CPO-5 block, have a long-term strategic alliance to acquire a portfolio of projects across Latin America. ONGC brings significant operating knowledge and expertise to the CPO-5 project. GeoPark also expects to contribute its successful experience of operating and drilling over 100 safe and cost-efficient wells and growing production from zero to over 75,000 bopd in the Llanos basin.

Partnering with Oxy in five of the 11 blocks in the Putumayo basin, and carried by Oxy in four of those five blocks, represents a new opportunity for GeoPark to work with and operate for a respected and major international company with substantial history and experience across Latin America.

Synergies: Operations and Commercial

GeoPark expects to generate significant synergies in operations, transport and crude oil blending, in both the Llanos 34 and Putumayo blocks. Amerisur is producing light crude (40.7° API) approximately 30 km from the Jacana flowline that connects Llanos 34 production with Colombia’s central pipeline system. Given its extensive knowledge in Colombia, GeoPark expects to leverage its existing operations and its technical, operational and commercial expertise to unlock the full potential of the acquired assets.

SPEED / ESG

Amerisur has a successful record of safety and environmental operations and has actively contributed to the communities where it operates. The underlying foundation of GeoPark’s performance track record and success in building value on newly acquired assets is its integrated value and ESG system called SPEED, which stands for Safety, Prosperity, Employees, Environment and Community Development. GeoPark expects to integrate the Amerisur assets and operations within its SPEED program to enhance and strengthen the work of Amerisur.

Financing in Place

To fund the Transaction, GeoPark has secured a debt financing with Citibank N.A. and Itaú for a total consideration of $315 million in the form of a bridge loan. Funds are committed and will be disbursed upon closing of the Transaction. GeoPark expects to arrange longer-term debt financing to replace the bridge loan as soon as is practically possible.

James F. Park, Chief Executive Officer of GeoPark, commented: “A consistent pillar of GeoPark’s long-term value proposition has been and will continue to be inorganic growth, including M&A and block acquisitions. We congratulate the Amerisur team for building a strong growing business which represents an excellent technical, economic and strategic fit with GeoPark’s risk-balanced portfolio of cashflow-generating assets with significant upside potential across Latin America. Amerisur’s asset base in Putumayo will provide GeoPark with access to an underexplored high potential basin, as part of our larger Marañon-Oriente-Putumayo strategy in the region and with an operating export pipeline. Additionally, with the incorporation of the CPO-5 block, operated by our strategic partner ONGC, and adjacent to our prized Llanos 34 block and nearby recently awarded exploration blocks, GeoPark would now have a contiguous land position of more than one million gross acres in one of the most productive areas of the Llanos basin in Colombia, containing multiple development and exploration opportunities. GeoPark’s most powerful value creation tool has been its successful track record of finding oil and gas - and this new high-impact acreage represents an exciting and expanded growth fairway for us.”

1 Calculated as Adjusted EBITDA (as defined by Amerisur) plus cash administrative expenses in the period. For the 1H2019 period, operating netbacks are also less the principal elements of lease payments (following the application of IFRS16)

2 Calculated as the operating netback divided by the oil sales volumes in the period. Oil sales volumes can be estimated by the oil sales revenues divided by the average realized oil price in the period

Appendix

Block  Working
Interest 
X
Factor 
Operator  Partners  Acres 
CPO-5  30%  23%  ONGC Videsh  ONGC Videsh  492,352 
Platanillo  100%  Amerisur  27,476 
OBA pipeline  100%  Amerisur 
Andaquies  100%  Amerisur  114,879 
PUT-30  100%  4%  Amerisur  95,172 
PUT-9  50%  18%  Amerisur  Oxy  121,452 
PUT-12  60%  29%  Amerisur  Pluspetrol  134,534 
Coati  60%1  Amerisur  Gran Tierra2  46,279 
Mecaya  50%  Amerisur  Oxy  74,128 
Terecay  50%  Amerisur  Oxy  586,626 
Tacacho  50%  Amerisur  Oxy  589,010 
PUT-14  100%  5%  Amerisur  126,941 
PUT-8  50%  2%  Amerisur  Oxy3  102,800 

1 There is an existing discovery on the Coati block called Temblon, of which Amerisur has a 100% working interest

2 Subject to ANH approval

3 No carry, subject to ANH approval

Transaction Key Metrics

Cash Consideration1  $315 million 
Cash and cash equivalents (as of June 30, 2019)  $46 million 
Working Capital2 (as of June 30, 2019)  ($0.7) million 
Oxy Consideration paid for 50% PUT-8  $19.1 million 
Oxy Carry on Putumayo WI  $41.75 million 
OBA Capital Investment  $20 million 

1 Estimation based on fully diluted shares and $1.30 GBP/USD exchange rate

2 Working Capital: Current Assets (excluding cash and equivalents) minus Current Liabilities (excluding lease liabilities, following the application of IFRS16)

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd