Talisman Energy Inc. and Ecopetrol S.A. have agreed to acquire BP Exploration Company (Colombia) Limited. Talisman will complete its transaction through an indirect wholly owned subsidiary.
Talisman and Ecopetrol have reached an agreement to acquire all of the outstanding shares of BP Exploration Company (Colombia) Limited (BPXC), an indirect wholly owned subsidiary of BP plc, for total cash consideration of US$1.9 billion, which includes a working capital adjustment, estimated at approximately US$145 million. Under the terms of the transaction, Talisman will acquire a 49% interest in BPXC for US$858 million (excluding its share of working capital), while Ecopetrol will take the remaining 51% interest. The transaction is expected to close by the end of 2010, subject to Colombian and US regulatory approval and other customary conditions.
"This is an exciting opportunity and an excellent fit with Talisman's strategy of long-term profitable growth," said John A. Manzoni, President & CEO. "These are tremendous assets that our team knows well. They are attractively priced, with excellent running room and we are partnering with the pre-eminent oil and gas company in Colombia.
"Talisman and Ecopetrol are currently partners in several blocks in Colombia and Peru. This acquisition of BPXC by Talisman and Ecopetrol is the most significant business transaction that the two companies have undertaken jointly to date. Talisman is looking forward to building on this strategic relationship between our two companies.
"Completion of this transaction will accelerate our objective of building a material core area in Latin America, with target production of at least 50,000 boe/d. This will add another oil weighted producing area to our asset mix. The acquisition provides over 12,000 boe/d of production net to Talisman, plus immediate cash flow which will fund the expected short-term exploration and development opportunities we see on this acreage.
"This acquisition builds on Talisman's large acreage position in Colombia, in close proximity to our Niscota Block, where we have announced a significant discovery with the Huron well. The acquisition also adds an ownership position in strategic infrastructure which provides a key competitive advantage. The size of the deal is very manageable for Talisman and allows us to preserve a strong balance sheet and maintain spending flexibility."
The Acquisition
These are high quality assets, with exploration and development upside. Most of the acreage is in close proximity to existing Talisman blocks. Talisman will now have a position along most of the under-explored foothills trend.
The transaction includes BPXC's interests in the Tauramena (31%), Rio Chitamena (31%), Recetor (50%) and Piedemonte (50%) association contracts. BPXC also holds a 40.56% interest in the RC4 and RC5 exploration blocks offshore Cartagena. The transaction also includes BPXC's interests in the Cusiana gas processing facility and interests in four pipelines, totaling some 1,600 kilometres of crude and 400 kilometres of gas pipelines, including a 24.8% interest in the OCENSA crude oil pipeline. Talisman will hold a 49% indirect interest.
Producing fields on the licenses include the Cusiana oil and gas field, and the Pauto and Floreña fields. Short-term activity is expected on the under-developed Pauto gas condensate field, and the Floreña oil field on the Piedemonte block. BPXC's interest in the Pauto field may extend onto Talisman's Niscota block, which contains the Huron gas condensate discovery. Ecopetrol have an existing interest in these two blocks and have completed the majority of development planning.
BPXC currently have 470 employees, and it is expected that the majority of these will transfer with BPXC to the new owners. Talisman and Ecopetrol are pleased to welcome these experienced staff members.
The transaction adds immediate production and cash flow to Talisman's Latin American asset base. Current BPXC production is approximately 25,000 boe/d, of which 65% is liquids production. Liquids production is exported or sold to domestic refineries and the natural gas production is sold domestically.
Talisman estimates 2P reserves for BPXC, before royalties, of 123 mmboe, with proved reserves of 95 mmboe (~60% oil and liquids). Net of royalties, these numbers are 98 mmboe (2P reserves) and 75 mmboe (proved reserves). Talisman's indirect interest will be 49%.
The acquisition includes an interest in strategic infrastructure, providing access to export markets. The transaction includes an interest in the OCENSA pipeline, which is critical to moving production from the Llanos basin to the Coveñas Terminal on the coast. Current capacity on the pipeline is approximately 450,000 bbls/d.
The pipeline is currently running at capacity and an ownership position will provide strategic egress, with liquids volumes in Colombia expected to rise. Transport via pipeline offers significant cost savings compared to trucking.
The transaction metrics are attractive. After deducting the value of non-reserve assets, the BPXC transaction implies metrics of approximately US$40,000/boe/d and less than US$9.00/boe 2P reserves before royalties.
Colombia has significant exploration potential, a rapidly growing hydrocarbon sector, and an attractive fiscal regime. This is an under-explored world-class basin with significant yet-to-find oil potential.
Oil production in Colombia averaged 680,000 bbls/d in 2009, an increase of 13% over the previous year, and is expected to exceed 800,000 bbls/d in 2011 (EIA estimates). In the recent 2010 open bid round, over 200 bids were submitted on 80 blocks, with more than 30 successful bidders.
The fiscal terms are attractive, particularly given the resource potential in the country. Royalties are approximately 20%, with an income tax rate of 33%.
Talisman in Colombia
Talisman has been in Colombia for a decade, although the company has significantly expanded its exploration footprint in the country over the past two years, adding substantial amounts of acreage and drilling a number of successful exploration wells. The company opened an office in Bogota in late 2008 and currently has over 30 employees in Colombia. Talisman will continue to maintain a separate office in Bogota to run its ongoing activities.
Talisman currently holds interests in 14 blocks (prior to this transaction) totaling 5.2 million net acres. The acquisition of BPXC adds an additional 330,000 net acres adjacent to Talisman's foothills acreage.
Talisman's other interests in Colombia include:
Interests in three blocks (290,000 net acres) in the Foothills trend which contains the announced Huron discovery.
Five blocks (450,000 net acres) in the Foreland basin, where the recent Chiriguaro discovery was made.
Three blocks (3.9 million net acres) in the heavy oil trend, where a recent stratigraphic test at Guairuro-1 confirmed oil.
Recent award of three blocks (500,000 net acres) in the Putumayo basin.
Goldman, Sachs & Co. advised on the transaction.