The Price Is Right: What Makes an M&A Deal Go Round, and What You Can Do When Companies Combine

Abstract

Forum This year and the last have been significant for acquisitions in the energy sector. At the corporate level, we are seeing the Halliburton takeover of Baker Hughes, the Shell buyout of BG Group, and Repsol’s acquisition of Talisman. At the asset level, there was the Woodside-Apache liquefied natural gas project, Nigerian companies’ acquisition of western companies’ interests in the country, and various master limited partnership mergers in the US. The TWA Forum team talked with some of the top minds in the energy mergers and acquisitions (M&A) arena about what is driving the market, and how to prepare yourself if you are employed on either side of a transaction. This article will provide an overview of what happens behind closed doors before a merger or an acquisition takes place. What Gets the Ball Rolling? What are the key drivers of M&A activity in the energy sector? Alan Tambosso (AT): The key drivers are currently cash flow, cash flow, and cash flow! Assets that are currently making money are in demand. Previously, assets were traded on a reserves basis. Transactions were very often based on a proved plus probable reserves value at a specified discount rate, say 15%. However, the focus has changed now as the market demands a current cash flow. The shift in M&A drivers from reserves to cash flow occurred in the early 1990s when junior companies would buy underdeveloped assets with lots of reserves and then put capital in to accelerate the cash flow of the asset. This in turn provided more capital to develop more reserves, which created growth. The market reacted by funding these companies, as markets will always allocate capital toward companies with high growth potential. Recently, low commodity prices have highlighted the focus on cash flow. Assets must be producing positive cash flow or the company holding the assets will not be able to sustain itself. Other drivers of transactions are debt, including operational obligations, such as abandonment liabilities. Companies with high levels of debt are less likely to be able to acquire a company or asset. In addition, acquirers may not want to purchase a target with high debt load.