Cenovus signs $13.3-billion deal with ConocoPhillips for oil sands, other Canadian assets

March 30, 2017
Cenovus Energy Inc., Calgary, has agreed to acquire ConocoPhillips’ 50% interest in the companies’ jointly owned Foster Creek Christina Lake (FCCL) oil sands partnership as well as the majority of the Houston independent’s Deep basin conventional assets in Alberta and British Columbia for $13.3 billion, including $10.6 billion in cash and 208 million Cenovus common shares valued at $2.7 billion.

Cenovus Energy Inc., Calgary, has agreed to acquire ConocoPhillips’ 50% interest in the companies’ jointly owned Foster Creek Christina Lake (FCCL) oil sands partnership as well as the majority of the Houston independent’s Deep basin conventional assets in Alberta and British Columbia for $13.3 billion, including $10.6 billion in cash and 208 million Cenovus common shares valued at $2.7 billion.

The assets altogether have forecast 2017 production of 298,000 boe/d, more than doubling Cenovus’ overall production to 588,000 boe/d. The firm’s oil sands output is projected to double to 356,000 b/d and its conventional oil and gas output is expected to more than double to 232,000 boe/d. The deal also more than doubles Cenovus’ proved plus probable reserves to 7.76 billion boe as of Dec. 31, 2016.

With 100% ownership of the FCCL partnership assets, Cenovus says it will receive “the full benefit of its plan to resume construction on the Phase G expansion at Christina Lake.” The firm believes the expansion can be completed with go-forward capital investment of $12,000-13,600/flowing bbl. Module assembly has already resumed for Phase G, which has a design capacity of 50,000 b/d. Field construction is expected to ramp up to full activity by midyear, with the start of production expected in second-half 2019.

Cenovus in June intends to provide an update on its plans for Foster Creek Phase H and Narrows Lake Phase A, including expectations for capital costs and timing for each project. Foster Creek Phase H has a design capacity of 30,000 b/d, and Narrows Lake Phase A has a design capacity of 45,000 b/d.

On a pro forma, wholly owned basis, Christina Lake production is expected to average 198,000 b/d in 2017. Phases A-F have current production capacity of 210,000 b/d and are expected to reach 310,000 b/d with full regulatory approval. Production at Foster Creek, on a pro forma, wholly owned basis, is expected to average 158,000 b/d in 2017. Phases A-G have current production capacity of 180,000 b/d and are expected to reach 295,000 b/d with full regulatory approval.

Phase A of Cenovus' wholly owned Narrows Lake Project A is planned as a commercial steam-assisted gravity drainage project with implementation of a solvent-aided process that is expected to reduce the amount of steam required to recover a barrel of oil by 30%, while increasing ultimate recovery factors by up to 15%, Cenovus says. Narrows Lake has full regulatory approval to reach production capacity of 130,000 b/d. Proved plus probable reserves were 1 billion bbl as of Dec. 31, 2016.

“With two recently completed expansion phases ramping up, construction resuming at Christina Lake Phase G, potential restarts at Foster Creek and Narrows Lake in 2018 and 2019, and full ownership of the FCCL asset base, we have a clear line of sight to 5 years of growth that should take our oil sands production capacity to over half a million barrels per day,” explained Brian Ferguson, Cenovus president and chief executive officer.

Opportunity beyond oil sands

“In addition, we’re acquiring a hard-to-replicate position in the highly economic, liquids-rich Deep basin, providing another platform to generate significant additional production and adjusted funds flow growth throughout our current 3-year business plan and beyond,” Ferguson said.

Cenovus intends to spend about $130 million this year on the acquired Deep basin assets, which comprise 1.3 million net acres across the core Elmworth-Wapiti, Kaybob-Edson, and Clearwater operating areas. The firm says the “assets have been capital constrained in recent years, resulting in a low-decline production base with significant upside development potential.”

The firm has “identified 1,500 net drilling opportunities that have potential to generate strong returns" at a West Texas Intermediate oil price of $50/bbl. Beginning with a three-rig drilling program during the year and plans to expand thereafter, Cenovus believes production from the assets could grow more than 40% to 170,000 boe/d in 2019 from an estimated 120,000 boe/d in 2017.

The company expects to retain key Deep basin technical operating and business staff as part of the deal. Cenovus will also enter into a 2-year technical services agreement providing access to ConocoPhillips’ expertise in developing and operating the Deep basin assets.

The Deep basin assets also include a portfolio of processing facilities, many of which are majority owned and operated, with current net processing capacity of 1.4 bcfd. Cenovus intends to optimize its development plans by using available throughput capacity.

Changing portfolios

The deal’s cash component is fully financed with a portion of cash on hand, existing credit facility capacity, and committed bridge loans. As part of the deal, Cenovus has also agreed to make 5 years of uncapped contingent payments to ConocoPhillips triggered when Western Canada Select (WCS) crude prices exceed $52(Can.)/bbl.

The deal is effective Jan. 1 and expected to close in the second quarter. Concurrent with the acquisition, Cenovus has launched a bought-deal offering of common shares for expected gross proceeds of $2.25 billion.

“Going forward, we plan to focus capital spending on these two value platforms," Ferguson said. "At the same time, we intend to divest a significant portion of our legacy conventional assets to help fund the transaction.”

Cenovus has begun marketing its legacy Alberta conventional assets at Pelican Lake and Suffield, which together produced 47,600 boe/d in 2016, comprising 29,000 b/d of oil and 112 MMcfd of gas. The firm plans to divest additional noncore conventional assets to streamline its portfolio. The proceeds from the sale of the Pelican Lake and Suffield assets as well as other associated asset sales are expected to be applied against the company’s outstanding bridge loans.

ConocoPhillips Canada will retain its operated 50% interest in the Surmont oil sands joint venture and its operated 100% Blueberry-Montney unconventional acreage position, where the firm in fourth-quarter 2016 added 30,000 net acres in a swap of non-strategic producing assets.

The deal enables ConocoPhillips “to rapidly reduce debt to $20 billion” and double its share repurchase authorization to $6 billion, explained Ryan Lance, ConocoPhillips chairman and chief executive officer. “We will retain upside to future oil-price increases through our equity stake in Cenovus and an uncapped, 5-year contingent payment. ConocoPhillips Canada will now focus exclusively on our Surmont oil sands and the liquids-rich Blueberry-Montney unconventional asset.”

The Cenovus-ConocoPhillips deal is the second big one for Canadian assets this month. Canadian Natural Resources Ltd. also is buying all of Royal Dutch Shell PLC’s in-situ and undeveloped oil sands interests in the country. The series of transactions in which Shell will receive $7.25 billion includes a reduction in Shell’s share in the Athabasca Oil Sands Project (OGJ Online, Mar. 9, 2017).

Contact Matt Zborowski at [email protected].