Financial Instruments

Fundraising for oil and gas activities within the private market is an art requiring the development of capabilities to reach as many potential investors as possible and present them with unique opportunities, i.e. high returns in short periods of time.

Those that intend to become investors will certainly want to know beforehand how to firm intends to leverage their capital to increase the number of exploration projects, or develop existing producing assets.

In this section we are presenting some financial instruments (that’s the name we gave them), mostly originating in North America due to their extensive understanding of the oil&gas sector and know-how in financing oil and gas activities.

Our own capital formation team can customize these instruments.

References

1. Szczetnikowicz, S. and Dewar, J. (no date) Financing options in the oil and gas industry, Practical Law UK. Available at: https://uk.practicallaw.thomsonreuters.com/Browse/Home/PracticalLaw?transitionType=Default&contextData=(sc.Default)&comp=pluk&navId=745B083A0C4483EC5A40BBD0B108FE13.

2. Oil and Gas Exploration and Production Lending, Office of the Comptroller of the Currency, Version 2.1, January 27, 2017

RESERVE-BASED LENDING (RBL)
INTERNAL SOURCE (FOUNDERS’ RESERVE)
VOLUMETRIC PRODUCTION PAYMENTS (VPP)
JOINT OPERATING AGREEMENTS

A common source of financing employed in the upstream sector is reserve-based lending (RBL), which enables the raising of debt across a number of assets at various development stages and retention of a degree of operational flexibility. Structures have developed differently between the longer standing North American markets and those financed internationally. This product is often used in a refinancing context.

The key features of RBL in an international project context are:

  • Commercial banks make funds available to cover capital expenditure, operating expenditure and the development costs of a number of specified assets (in doing so they spread the risk) and for general corporate or working capital purposes. In addition, drawings may cover the refinancing of existing equity/debt (including bridge financing) or the finance of an acquisition.
  • Available loan commitments usually fluctuate on a six monthly basis by reference to the “borrowing base amount”, calculated using the most recently delivered banking case that covers each of the included oil and gas fields and identifies:
    • the net present value (NPV) of future cashflows from each field, taking into account their current status (producing, non-producing or undeveloped);
    • availability of sponsor collateral
  • As commodity prices fluctuate, so too does the available loan commitment. If key ratios are breached, the borrower must prepay a corresponding proportion of its loan.
  • RBL lenders consider only proven, and proven and probable reserves (not possible and contingent reserves) and the extent to which projected production figures enable debt service. (“Proven reserves” means those with a 90% (known as a P90) chance of recovery and “proven and probable reserves” constitute those with a 50% (known as a P50) chance of recovery.)
  • Banks typically require:
    • loan tenors to match production profiles as lenders seek full repayment by the earlier of Reserves Tail Date and a short-to-medium term maturity of five to seven years;
    • fixed amortization schedule and prepayment of cash (a cash sweep) to the extent that the outstandings of a loan facility exceed the borrowing base amount;
    • restrictions on further indebtedness;
    • security including over borrower shares, collection and collateral accounts, borrower and group assets (including licenses, JOAs, production sharing contracts, project documents), accounts, insurances, hedge agreements, cross-guarantees by the companies owning the relevant assets; and
    • an ability to add, or dispose of, the field assets on which the borrowing base is founded, subject to various conditions being met, including in relation to the provision of security and ability to service debt.
  • Sponsor support may be required in the event that the offtake arrangements do not match the field’s production capacity and, in a gas field context, long term gas sale and purchase agreements are usually required.
  • RBL pricing can be favorable if used in the later, less risky stages of an upstream project.

 

And yet similar arrangements can be negociated for exploration, whereby the proven and probable reserves (the assets) of the company play the role of collateral. And in the case of ALVERADA, which can manage the finances of several oil&gas E&P firms, we will negociate loans for a company by offering as collateral assets of other firms within our portfolio. This is a great way of transfering money across jurisdictions and opening up opportunities in places that don’t have access to capital, but poses world-class reservoirs.

Usually reserves are certified by other independent (and reputable) consulting firms that will issue a Competent Person Report.

The Founding Partners can decide upon allocation of funds from the Internal Source. 

Oil&gas industry is a cyclical business which moves between relative strength and weakness. Times of weakness are characterized by lower average market prices for oil&gas, which usually has a negative impact on banks’ and investors’ appetite to issue debt or equity capital infusions.

It is paramount to use a counter-cyclical investment approach. For that reason, creating an internal reserve that can be used for quick deployment would give the firm an edge. The basic principle is: what we accumulate in prosperous times can be used in less favorable times. 

Additionally, while idle, this capital source can be used for trading public stocks, even outside the energy sphere, with the objective of maximizing potential where good bets can be realized.

Historically used in the North American markets as a form of financing, a volumetric production payments (VPP) structure is useful for producers of lower credit strength, especially where commodity prices are high.

Key features of this structure are:

  • The buyer (the VPP buyer) makes an upfront cash payment to a producing entity (the VPP seller) in exchange for a non-operating interest, for which in the future the VPP buyer will receive a specified portion of offtake according to a specified timeline.
  • The VPP buyer receives payments from the VPP seller over a period of five to ten years in the form of cash or units of hydrocarbons up to an agreed amount calculated by reference to the proven reserves.
  • Any shortfall in the agreed amount provided to the VPP buyer, except where this is due to production shortfalls, are met and compensated by additional deliveries in the future.
  • Once the agreed quantity of hydrocarbons has been transferred, the non-operating interest is conveyed back to the VPP seller.

The buyers are usually organizations (including commodity traders) that want to hedge against expected price rises, and so they prefer paying an upfront amount to secure those quantities of oil and/or gas.

Whether at exploration, appraisal or development phase Joint Operating (or Exploration) Agreements are aimed at giving another party a non-operating interest in the project in exchange for a negotiated amount of capital that will be used to advance the same project. This is also called a farm-in arrangement.

This lets the firm gain access to other participants’ financial capabilities while retaining the lead role and most of the decision making.