On 16 April 2018 Vermilion announced the proposed acquisition of Spartan Energy, a south-east Saskatchewan producer with estimated 2018 production of c 23kboed (91% oil) for a consideration of C$1.4bn, funded through C$1.23bn in Vermilion shares and the assumption of c C$175m of debt. The deal was priced at a 5% premium to Spartan’s closing price and is recommended by its board. In this note we incorporate Spartan’s asset base into our Vermilion forecasts and valuation based on the planned 15 June 2018 transaction closing date. We estimate the acquisition to be 9% accretive to cash flow per share in 2019 and 10% in 2020. Our valuation rises from C$48.2/share to C$/53.8/share as a result.
Written by
Vermilion Energy |
Spartan - a value-accretive transaction |
Acquisition |
Oil & gas |
10 May 2018 |
Share price performance
Business description
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Analyst
Vermilion Energy is a research client of Edison Investment Research Limited |
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On 16 April 2018 Vermilion announced the proposed acquisition of Spartan Energy, a south-east Saskatchewan producer with estimated 2018 production of c 23kboed (91% oil) for a consideration of C$1.4bn, funded through C$1.23bn in Vermilion shares and the assumption of c C$175m of debt. The deal was priced at a 5% premium to Spartan’s closing price and is recommended by its board. In this note we incorporate Spartan’s asset base into our Vermilion forecasts and valuation based on the planned 15 June 2018 transaction closing date. We estimate the acquisition to be 9% accretive to cash flow per share in 2019 and 10% in 2020. Our valuation rises from C$48.2/share to C$/53.8/share as a result.
Year end |
Revenue |
EBITDA* |
Operating cash |
Net (debt)/ |
Capex ex |
Yield |
12/16 |
828.5 |
361.7 |
509.5 |
(1,298.9) |
(242.4) |
5.9 |
12/17 |
1,024.4 |
673.5 |
593.9 |
(1,223.8) |
(320.4) |
5.9 |
12/18e |
1,447.8 |
865.5 |
833.9 |
(1,330.2) |
(435.2) |
6.1 |
12/19e |
1,841.6 |
1088.9 |
1,044.6 |
(1,228.9) |
(561.9) |
6.3 |
Note: *Reported EBITDA includes hedging and FX gains/losses. **Net debt = long-term debt, short-term debt minus cash and equivalents.
Accretive WTI leveraged transaction
Vermilion’s WTI exposure increases from c 16% of forecast 2018 production to 32%, with acquired volumes unhedged. The deal increases our valuation sensitivity to oil relative to European gas prices, and decreases exposure to low-netback North American gas prices. Our valuation is based on EIA short-term WTI forecasts of US$58.7/bbl in 2018, trending to US$70/bbl in 2022. A 10% increase/reduction in our price deck would drive a valuation of C$61.2/share/C$46.0/share respectively.
Synergies and material drill bit upside
Spartan’s asset base offers synergies with Vermilion’s existing south-east Saskatchewan (Sask) asset base. This includes pipeline and infrastructure optimisation, which should drive down unit opex as well as drilling/completion economies of scale, leading to reduced unit F&D costs. Synergies also exist across the areas of engineering, geoscience and corporate overhead. Our drilling inventory NPV10 benefits from the inclusion of a subset of Spartan’s 2,100 net conventional and unconventional drilling locations. This inventory comprises south-east Sask open hole locations where IRRs are estimated at 113-192% and fracked Midale and Torquay at 55-80%, all based on Spartan estimates.
Blended valuation of C$53.8/share
Our valuation methodology is outlined in further detail in our recent initiation note and uses a combination of P/CF, EV/EBIDAX, Gordon’s growth model and SOTP based on sustainable FCF and drilling inventory NPV10. The addition of Spartan drives a valuation upgrade of 11.6% to C$53.8/share, as we include higher forecast cash flows for 2019 and the NPV10 of Spartan’s drilling inventory.
Spartan acquisition metrics
Spartan’s asset base consists of high-netback (C$38.4/boe), light oil production covering 480,000 net acres in Saskatchewan, Alberta and Manitoba. Production in 2018 is expected to average c 23kboed from a 2P reserves base of 113.5mmboe (Sproule 20 Feb 2018) and the acquisition includes control of producing infrastructure as well as 2D/3D seismic datasets that offer synergies with existing assets. Post-acquisition, Vermilion guides to group production of 86-90kboed for FY18 (previously 75-77.5kboed) with an exit rate in excess of 100kboed.
Vermilion acquired Spartan under an all-share deal for a total consideration of C$1.4bn. This compares to Spartan’s last reported post-tax proven NPV10 value (Sproule price deck of US$55/bbl WTI in 2018 rising to US$70/bbl in 2020) of C$1.16bn and 2P valuation of C$1.7bn (both excluding debt of C$175m). We note that the valuation is highly levered to the oil price, with estimated FY18 production biased 91% towards oil and 2P reserves 92% towards oil and NGLs. Spartan volumes are unhedged.
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Exhibit 1: Spartan NPVs at 31 December 2017 |
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Source: Spartan Energy |
Acquisition costs of C$19.2/boe (1P) and C$12.3/boe (2P) compare to Vermilion trading at C$27.8/boe at the time of our recent initiation (priced at 5 March 2018). Management estimates a reduction in leverage from 2x net debt to FFO to 1.4x for FY18. As the transaction is largely equity funded, we see a reduction in debt-based leverage metrics, remaining well within existing debt covenants. Vermilion maintains ample liquidity with over C$1.8bn of committed facilities (C$1.4bn of committed credit facilities and c.C$400m of long term notes) and C$1.36bn drawn as of end Q118.
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Exhibit 2: Leverage metrics versus existing debt covenants |
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Source: Edison Investment Research |
Cash flow per share accretion
After incorporating Spartan in our model, we see cash flow per share accretion of 9% in FY19e and 10% in FY20e after completion of the acquisition in mid-June 2018. A 2% downgrade in our 2018 cash flow per share (CFPS) forecast is driven by lower underlying production than previously forecast after marking to market for Q118 actuals. Cash flow from the Spartan asset base is expected to more than cover the incremental dividend on new Vermilion shares and an increase in group capex of c C$105m.
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Exhibit 3: CFPS accretion post Spartan acquisition |
Exhibit 4: Spartan delivers excess cash flow for debt service and selective investment |
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Source: Edison Investment Research |
Source: Edison Investment Research |
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Exhibit 3: CFPS accretion post Spartan acquisition |
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Source: Edison Investment Research |
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Exhibit 4: Spartan delivers excess cash flow for debt service and selective investment |
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Source: Edison Investment Research |
Risks and sensitivities
Key company-specific risks and sensitivities include:
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Political risks: Vermilion is exposed to fiscal and political changes in countries of operation. We see the greatest risk to operations in Europe, where the French Parliament recently approved a law banning all new exploration and production of oil and gas from 2040. This is in addition to a ban on fracking, which came into place in 2011.
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Dividend risks: Cash dividends are paid at the discretion of the Vermilion board of directors and can fluctuate. Dividend payments will depend on the outlook for commodity prices, operational performance, fund flows from operations and anticipated capex spend. As such, we expect gross cash dividends to be maintained, with potential to be increased over our forecast period.
Key sector-specific sensitivities include:
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Commodity price sensitivity: We provide a valuation sensitivity (Exhibit 7 to key benchmark prices in the valuation section of this note. As with most companies in the E&P sector, valuation is highly sensitive to the underlying commodity price.
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Subsurface risk: Estimates of 1P and 2P reserves are underpinned by assets that are already in production, hence uncertainty about the reserve range is likely to be well defined. As with all companies in the sector, reserves and resources are defined by distributions and the amount of oil and gas recovered can differ from published point values.
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Funding risks: Vermilion is relatively unlevered and cash generative and, based on current capex plans, we do not see funding as a risk. We forecast Vermilion to be significantly cash generative over the forecast period, with minimal risk to debt coverage, capex spend or dividend payout.
Financials
Edison versus consensus post acquisition
Our forecasts are higher than Bloomberg consensus for 2018 and 2019, as we include the positive impact of Spartan and assume continued drilling activity across the company’s asset portfolio in line with its announced 2018 capex programme. It is unclear how much incremental activity consensus includes over and above maintenance capex in future forecasts and not all analysts included in Bloomberg consensus have updated their forecasts to reflect the acquisition of Spartan. We would expect consensus to rise as forecasts are revised.
Exhibit 10: Edison forecast versus Bloomberg consensus
C$M |
Edison |
Consensus |
Delta |
|||
2018e |
2019e |
2018e |
2019e |
2018e |
2019e |
|
Production |
87.3 |
109.0 |
83.4 |
94.1 |
5% |
16% |
Revenues |
1448 |
1842 |
1410 |
1590 |
3% |
16% |
Adj EBITDA* |
894 |
1118 |
857 |
961 |
4% |
16% |
EBIDAX |
837 |
1038 |
N/A |
N/A |
|
|
FFO |
887 |
1104 |
N/A |
N/A |
|
|
CFPS |
5.5 |
6.9 |
6.2 |
6.8 |
-11% |
1% |
Capex ex acquisitions |
435 |
562 |
478 |
18% |
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Source: Edison Investment Research, Bloomberg. Note: *Adjusted for non-cash items.
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Exhibit 11: Revenue and EBIDAX forecasts |
Exhibit 12: CFPS and DPS forecasts |
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Source: Edison Investment Research, Vermilion Energy |
Source: Edison Investment Research, Vermilion Energy |
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Exhibit 11: Revenue and EBIDAX forecasts |
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Source: Edison Investment Research, Vermilion Energy |
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Exhibit 12: CFPS and DPS forecasts |
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Source: Edison Investment Research, Vermilion Energy |
Exhibit 13: Financial summary
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C$m |
2016 |
2017 |
2018e |
2019e |
2020e |
||
Dec |
|
|
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
|
PROFIT & LOSS |
|
|
|
|
|
|
|
|
Revenue |
|
|
|
829 |
1,024 |
1,448 |
1,842 |
2,038 |
Cost of Sales |
|
|
(262) |
(286) |
(444) |
(604) |
(635) |
|
Gross Profit |
|
|
567 |
739 |
1,004 |
1,237 |
1,403 |
|
EBITDA |
|
|
|
362 |
673 |
866 |
1,089 |
1,254 |
Operating Profit (before amort. and except.) |
|
(166) |
182 |
204 |
263 |
403 |
||
Intangible Amortisation |
|
0 |
0 |
0 |
0 |
0 |
||
Exceptionals |
|
|
0 |
0 |
0 |
0 |
0 |
|
Other |
|
|
|
0 |
0 |
0 |
0 |
0 |
Operating Profit |
|
|
(166) |
182 |
204 |
263 |
403 |
|
Net Interest |
|
|
|
(57) |
(57) |
(60) |
(57) |
(50) |
Profit Before Tax (norm) |
|
(223) |
124 |
144 |
206 |
353 |
||
Profit Before Tax (FRS 3) |
|
(223) |
124 |
144 |
206 |
353 |
||
Tax |
|
|
|
63 |
(62) |
(57) |
(80) |
(93) |
Profit After Tax (norm) |
|
|
(243) |
104 |
126 |
126 |
260 |
|
Profit After Tax (FRS 3) |
|
|
(160) |
62 |
87 |
126 |
260 |
|
Average Number of Shares Outstanding (m) |
|
116 |
121 |
144 |
152 |
153 |
||
EPS - normalised (C$/share) |
|
(2.1) |
0.9 |
0.9 |
0.8 |
1.7 |
||
Dividend per share (C$/share) |
|
2.6 |
2.6 |
2.7 |
2.8 |
2.8 |
||
|
|
|
|
|
|
|
|
|
Gross Margin (%) |
|
|
68 |
72 |
69 |
67 |
69 |
|
EBITDA Margin (%) |
|
|
44 |
66 |
60 |
59 |
62 |
|
Operating Margin (before GW and except.) (%) |
|
(20) |
18 |
14 |
14 |
20 |
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BALANCE SHEET |
|
|
|
|
|
|
|
|
Fixed Assets |
|
|
3,861 |
3,713 |
3,810 |
3,546 |
3,232 |
|
Intangible Assets |
|
|
275 |
293 |
298 |
323 |
323 |
|
Tangible Assets |
|
|
3,433 |
3,338 |
3,414 |
3,124 |
2,810 |
|
Investments |
|
|
153 |
82 |
99 |
99 |
99 |
|
Current Assets |
|
|
226 |
262 |
304 |
305 |
343 |
|
Stocks |
|
|
|
15 |
17 |
22 |
22 |
22 |
Debtors |
|
|
|
132 |
166 |
166 |
166 |
166 |
Cash |
|
|
|
63 |
47 |
89 |
90 |
129 |
Other |
|
|
|
17 |
32 |
27 |
27 |
27 |
Current Liabilities |
|
|
(291) |
(363) |
(385) |
(385) |
(385) |
|
Creditors |
|
|
|
(218) |
(258) |
(294) |
(294) |
(294) |
Other short term liabilities |
|
(73) |
(105) |
(91) |
(91) |
(91) |
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Long Term Liabilities |
|
|
(2,218) |
(2,069) |
(2,303) |
(2,228) |
(2,010) |
|
Long term borrowings |
|
|
(1,362) |
(1,270) |
(1,419) |
(1,319) |
(1,073) |
|
Other long term liabilities |
|
(856) |
(798) |
(884) |
(909) |
(937) |
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Net Assets |
|
|
|
1,578 |
1,543 |
1,426 |
1,237 |
1,180 |
CASH FLOW |
|
|
|
|
|
|
|
|
Operating Cash Flow |
|
|
510 |
594 |
834 |
1,045 |
1,207 |
|
Capex |
|
|
|
(242) |
(320) |
(435) |
(562) |
(538) |
Acquisitions/disposals |
|
(99) |
(28) |
(1,372) |
0 |
0 |
||
Financing |
|
|
|
(17) |
(4) |
1,241 |
(5) |
(5) |
Dividends |
|
|
|
(105) |
(200) |
(306) |
(377) |
(379) |
Net Cash Flow |
|
|
47 |
41 |
(38) |
101 |
285 |
|
Opening net debt/(cash) |
|
1,346 |
1,299 |
1,224 |
1,330 |
1,229 |
||
HP finance leases initiated |
|
0 |
0 |
0 |
0 |
0 |
||
Other |
|
|
|
0 |
34 |
(68) |
0 |
0 |
Closing net debt/(cash) |
|
|
1,299 |
1,224 |
1,330 |
1,229 |
944 |
|
Source: Company accounts, Edison Investment Research. Note: Edison calculates net debt as long-term debt, plus short-term debt minus cash and cash equivalents. We assume completion of the proposed Spartan acquisition at the planned closing date of 15 June 2018.
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