Merger of equals: Patterson-UTI and NexTier combine in $5.4bn deal

BY Fraser Tennant

In a merger that creates an industry-leading drilling and completions services provider, Patterson-UTI Energy, Inc. is to combine with NexTier Oilfield Solutions Inc. in an all-stock transaction valued at approximately $5.4bn.

Under the terms of the definitive agreement, NexTier shareholders will receive 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock owned.

Moreover, upon closing of the transaction, Patterson-UTI shareholders will own approximately 55 percent and NexTier shareholders will own approximately 45 percent of the combined company on a fully diluted basis. The merger is expected to be tax-free to shareholders of both companies.

Patterson-UTI is a leading provider of oilfield services and products to oil and natural gas exploration and production companies in the US and other select countries. NexTier is an industry-leading US land oilfield service company, with a diverse set of well completion and production services across active and demanding basins.

The combined company will operate under the name Patterson-UTI Energy, Inc.

"This merger unites two top-tier and technology-driven drilling and well completions businesses, creating a leading platform at the forefront of innovation,” said Andy Hendricks, chief executive of Patterson-UTI. “As one company, we will have a significantly expanded, comprehensive portfolio of oilfield services offerings across the most active producing basins in the United States, along with operations in Latin America.”

The transaction has been unanimously approved by the boards of directors of both companies.

“We believe offering a comprehensive suite of solutions on one integrated platform will position the combined company as the partner of choice for a greater number of customers across geographies and throughout the full well lifecycle,” said Robert Drummond, president and chief executive of NexTier. “We are confident that together, we will be able to drive efficiencies across the portfolio and unlock more value for shareholders and customers than either organisation could achieve on its own.”

The merger is expected to close in the fourth quarter of 2023, following Patterson-UTI and NexTier shareholder approval, regulatory approvals and satisfaction of other customary closing conditions.

“Together, we will better serve our employees, shareholders, customers, suppliers and the communities in which we operate,” concluded Mr Hendricks. “We look forward to working with the NexTier team to successfully bring our two companies together.”

News: Patterson-UTI, NexTier merge to form $5.4 billion oilfield services firm

Novartis to acquire Chinook for $3.2bn

BY Richard Summerfield

Pharmaceutical firm Novartis has agreed to buy clinical stage biopharmaceutical company Chinook Therapeutics in a deal worth up to $3.5bn.

The transaction values Seattle-based Chinook at $40 a share, compared to Friday’s closing price of under $24, a premium of 67 percent. The agreement includes another $300m if certain regulatory milestones are reached. The deal is subject to approval from the stockholders of Chinook and regulatory clearances and will conclude in the second half of 2023. The transaction has been unanimously approved by the boards of directors of both companies.

The deal is a merger of a newly formed subsidiary of Novartis with Chinook, which has two late-stage medicines currently under development to treat IgA nephropathy (IgAN), a rare, progressive chronic kidney disease.

Novartis is pursuing Chinook to take control of two late-stage drug candidates. The most advanced of the assets is atrasentan, an oral endothelin A receptor antagonist that Chinook picked up from AbbVie in 2019 in a deal worth up to $135m in milestones.

“IgA Nephropathy is a devastating disease mostly affecting young adults and potentially leading to dialysis or kidney transplantation,” said Vas Narasimhan, chief executive of Novartis. “We are excited by this unique opportunity to address one of society’s most challenging healthcare issues, with the potential to bring additional much-needed treatment options to patients. We look forward to closing the deal, to a smooth transition for Chinook employees and to welcoming them to Novartis.”

“We are pleased that Novartis recognizes the significant value that the Chinook team has built with our pipeline of clinical and preclinical programs for patients with rare, severe chronic kidney diseases,” said Eric Dobmeier, president and chief executive of Chinook Therapeutics. “We believe this transaction is great news for kidney disease patients and the programs we have built at Chinook. Through this merger, Novartis can apply its substantial resources to pursue broader development efforts and commercialization of atrasentan, zigakibart (BION-1301) and other programs in our pipeline to build its global renal therapeutic area.”

News: Novartis to buy Chinook for up to $3.5 bln in boost to late-stage pipeline

Asda to acquire EG Group

BY Richard Summerfield

British supermarket chain Asda has agreed to acquire the UK operations of petrol station giant EG Group, which is also owned by the Issa brothers and TDR Capital, in a £2.27bn deal.

Under the terms of the deal, Asda will acquire 350 petrol stations and more than 1000 food-to-go sites. The company plans to roll out the Asda Express convenience format across the EG UK and Ireland estate.

Asda intends to invest more than £150m within the next three years to “fully integrate the combined business” with shareholders, providing £45m of additional equity to fund the transaction. Upon completion, the merged business will have almost £30bn sales with EG UK and Ireland contributing £195m earnings before interest, taxes, depreciation and amortisation (EBITDA) to the group after rents. Going forward, Asda expects to realise synergies of £100m over the next three years. The company also expects to find more than £100m of working capital benefits due to its larger scale.

“Asda’s acquisition of EG UK and Ireland will create a consumer champion like the UK has never seen,” said Stuart Rose, chair of Asda. “Throughout my career in retail – one thing has always been true, that meeting the evolving needs of customers is the route to growth. This transaction is all about driving growth by bringing Asda’s heritage in value to even more communities and accelerating the growth of its convenience retail business.”

“This transaction with Asda represents an important strategic step for EG Group,” said Zuber Issa co-founder and co-chief executive of EG Group. “Following this sale, EG Group will benefit from a significantly strengthened balance sheet, supporting the continued roll out of its successful convenience retail, fuel and foodservice strategy and drive innovation to transform the consumer experience. This includes the ongoing investment and expansion of our EV charging business, evpoint, as well as hydrogen and other sustainable fuel retail infrastructure, which we continue to see as a significant future opportunity.”

“The sale of the EG UK&I business to Asda makes strategic sense for both parties and will enable EG Group to accelerate its growth in key markets including Europe, the US and Australia,” said Gary Lindsay, managing partner at TDR Capital. “The Group has developed a successful blueprint in the UK for developing one-stop shop sites which combine convenience retail, fuel and foodservice and there are significant value creation opportunities from rolling out this model, across the global estate. The Group remains at the leading edge of developing the forecourts of the future, and its ongoing development of alternative fuels and EV charging infrastructure.”

The deal, which is expected to close in Q4 2023, will be funded by £450m of equity from Asda’s shareholders, including its former owner, US retail giant Walmart, £770m of term loan debt and around £1.1bn from property-related transactions, including the sale and leaseback of some of its stores.

News: UK's Asda to buy EG petrol stations unit in $2.9-bln deal

ConocoPhillips buys remaining Surmont stake for $4bn

BY Fraser Tennant

Exercising its first right of refusal, Alaska's largest crude oil producer ConocoPhillips is to acquire TotalEnergies SE’s 50 percent stake in the Surmont oilsands field in Alberta for $4bn.

Currently holding a 50 percent interest as operator of Surmont, ConocoPhillips will own 100 percent upon closing. The acquisition thwarts efforts by Suncor Energy Inc. to buy into the Alberta site.

The transaction will be funded from either cash, short- and medium-term financing or a combination of both. The deal is also subject to contingent payments for a five-year term of up to approximately $325m representing $2m for every dollar that Western Canada Select pricing exceeds $52 per barrel during the month, subject to certain production targets being achieved.

Additionally, the transaction is structured as an asset purchase and the tax pools will be commensurate with the purchase price of the asset, including associated contingent payments.

“The acquisition reflects our ongoing commitment to enhance our returns-focused value proposition, improving our return on capital employed, lowering our free cash flow breakeven and further supporting our $11bn planned return of capital in 2023,” said Ryan Lance, chairman and chief executive officer of ConocoPhillips. “Long-life, low sustaining capital assets like Surmont play an important role in our deep, durable and diverse low cost of supply portfolio.

“Upon close, we look forward to leveraging our position as 100 percent owner and operator of Surmont to further optimise the asset while progressing toward our overall interim and long-term emissions intensity objectives,” he continued. “We will remain on track to achieve our previously announced accelerated greenhouse gas (GHG) intensity reduction target of 50 to 60 percent by 2030, using a 2016 baseline.”

Headquartered in Houston, Texas, ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. The company has operations and activities in 13 countries and approximately 9600 employees.

Expected to close in the second half of 2023, the transaction is subject to regulatory approvals and other customary closing conditions.

News: ConocoPhillips to buy rest of Canada's Surmont oil site, bumping Suncor

Chevron to acquire PDC Energy for $7.6bn

BY Richard Summerfield

Chevron Corp has agreed to acquire oil & gas producer PDC Energy in a deal worth $7.6bn.

Under the terms of the deal, Chevron will acquire all of the outstanding shares of PDC in an all-stock transaction valued at $6.3bn, or $72 per share. Based on Chevron’s closing price on 19 May 2023, PDC shareholders will receive 0.4638 shares of Chevron for each PDC share. The total enterprise value of the transaction is $7.6bn.

The deal has been unanimously approved by the boards of directors of both companies and is expected to close by year-end 2023. The acquisition is subject to PDC shareholder approval, as well as regulatory approvals and other customary closing conditions.

“PDC’s attractive and complementary assets strengthen Chevron’s position in key U.S. production basins,” said Mike Wirth, chairman and chief executive of Chevron. “This transaction is accretive to all important financial measures and enhances Chevron’s objective to safely deliver higher returns and lower carbon. We look forward to welcoming PDC’s team and shareholders to Chevron and continuing both companies’ focus on safe and reliable operations.”

“The combination with Chevron is a great opportunity for PDC to maximize value for our shareholders. It provides a global portfolio of best-in-class assets,” said Bart Brookman, president and chief executive of PDC. “I look forward to blending our highly complementary organizations, and I’m excited that PDC’s assets will help propel Chevron toward our shared goal for a lower carbon energy future.”

The deal for PDC will increase Chevron’s oil & gas footprint in the US, adding around 10 percent to the company’s reserves, giving it future production in the US, as well as adding about $1bn to both its capital expenditures and free cash flow as soon as 2024, or within a year of the deal closing. According to Mr Wirth, the acquisition will add 260,000 barrels of oil and gas production per day to Chevron’s output in 2024. The deal will also increase Chevron’s capital spending by about $1bn per year, raising its range to $14bn to $16bn through 2027.

Chevron has been increasingly active in recent years, completing deals to grow its operations in Colorado and Wyoming. The company, the second largest US oil producer, is one of the top producers in the Denver-Julesburg Basin after its $13bn acquisition of Noble Energy in 2020.

News: Chevron to boost US presence with $7.6 bln PDC Energy buy