Whitecap Resources Inc.
TSX : WCP

Whitecap Resources Inc.

May 10, 2016 15:38 ET

Whitecap Resources Inc. Announces Acquisition of High Quality Low Decline Oil Assets, $470 Million Financing and Increased 2016 Guidance

CALGARY, ALBERTA--(Marketwired - May 10, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Whitecap Resources Inc. ("Whitecap" or the "Company") (TSX:WCP) is pleased to announce that it has entered into an agreement to purchase premium oil assets ("Assets") in western Canada for cash consideration of $595 million. The Assets are located in southwest Saskatchewan and add 11,600 boe/d (98% oil) of low decline operated production and include significant facility infrastructure for future growth (the "Acquisition").

The Acquisition will be funded through a concurrent $470 million bought deal financing (the "Financing") and Whitecap's existing credit facilities.

STRATEGIC RATIONALE

The Acquisition is consistent with Whitecap's return on capital strategy focusing on large oil in place assets that have significant development upside remaining. The Assets include 11,600 boe/d (98% oil) of low decline medium gravity oil within a concentrated area, approximately 10 miles west of Swift Current, Saskatchewan. The majority of this production is operated (78%) and is processed through a vast infrastructure network consisting of 23 oil batteries and 1 gas plant. The majority of the production (92%) is under active waterflood and enhanced oil recovery ("EOR") which has resulted in a base decline that is very predictable and stable at 5% historically (conservatively forecasted in our 2016 budget at 10%). Capital spending incurred on the EOR projects to date totals approximately $600 million net or 84% of the total anticipated project costs.

The production profile characteristics of the Assets further enhance Whitecap's current suite of premium oil assets in western Canada and strengthens our ability to grow funds flow and production per share while providing a dividend to shareholders all within funds flow and without the use of a dividend reinvestment program ("DRIP"). The Acquisition immediately reduces our base decline rate and increases our production under waterflood and EOR from 54% to 63%.

There are significant growth opportunities identified on the Assets including 659 (487 net) drilling locations, as well as an additional 2,400 boe/d from 228 (157 net) optimization and recompletion opportunities.

In addition to the development drilling and optimization inventory, there are numerous opportunities to potentially enhance the performance of the Assets which have not been currently forecasted including:

  • Forecasted operating costs of $16.71/boe are based on historical performance of the Assets. Offsetting analog properties have demonstrated 25% lower operating costs. With Whitecap's proven track record of lowering operating costs on acquired assets, there is the potential for a reduction of $2.50/boe in operating costs which would result in an incremental $10.6 million per year in funds flow.
  • The existing infrastructure has proven incremental capacity to increase production by at least 25%, or 3,000 boe/d before facility expansion needs to be considered.
  • The production efficiency estimates for reservoirs requiring horizontal multi-fractured completions in our forecast used historical performance from analog properties where there has not been an active drilling program since early 2014. Since that time completion designs and techniques have advanced significantly and we anticipate being able to achieve and possibly exceed these optimized rates with our drilling program.
  • There are an additional 7 EOR opportunities on the Assets and $119 million ($83 million net) in operated modular and portable facilities that can be incorporated into the development of these new EOR opportunities. Development of these opportunities will occur as existing EORs mature and commodity prices support economic development.

The Assets generate free funds flow and further strengthen the sustainability of our dividend growth strategy. We estimate the Acquisition will positively impact Whitecap's 2016 and 2017 forecasts as follows:

2016 2017
Average production (boe/d) 5,800 12,400
Funds flow ($MM) $34 $100
Development capital ($MM) $27 $55
Surplus ($MM) $7 $45
Note: Current production from the Assets is 11,600 boe/d. The impact on 2016 is based on an estimated closing date of June 23, 2016 and therefore 2016 numbers do not represent full year 2016 average production, funds flow, development capital spending and free funds flow. Funds flow is based on an operating netback of $15.80/boe in 2016 and $22.06/boe in 2017. Operating netback, funds flow and free funds flow are non-GAAP measures. Refer to the Non-GAAP measures section of this press release.

The Acquisition has an estimated asset retirement obligation of $38.4 million discounted at 10 percent and an excellent Licensee Management Rating ("LMR") of 4.37.

After giving effect to the Financing, the Acquisition is accretive on key measures including 11% on total proved plus probable reserves and 12% on 2017 funds flow and production per share.

SUMMARY OF THE TRANSACTION

The Acquisition has the following key characteristics:

Purchase price $595 million
Current production 11,600 boe/d (98% oil and NGLs)
Base production decline < 10%
Proved reserves (1) (2) 51,568 Mboe (99% oil and NGLs)
Proved NPV10 (2) $705.6 million
Proved plus probable reserves (1) 79,096 Mboe (99% oil and NGLs)
Proved plus probable NPV10 (1) (2) $1,075.8 million
Proved plus probable RLI (3) 18.7 years
2016 operating netback (4) $15.80/boe
2017 operating netback (4) $22.06/boe
Notes:
(1) Gross reserves are the Assets' total working interest reserves before the deduction of any royalties and including any royalty interests receivable on the Assets. Gross reserve estimates are based on Whitecap's internal evaluation and were prepared by a member of Whitecap's management who is a qualified reserves evaluator in accordance with National Instrument 51-101 effective April 1, 2016.
(2) Before tax net present value based on a 10 percent discount rate and McDaniel & Associates Consultants Ltd.'s April 1, 2016 forecast prices. Estimated values of future net revenues do not represent the fair market value of the reserves.
(3) Based on current production of 11,600 boe/d.
(4) Operating netback is a non-GAAP measure. Refer to the Non-GAAP measures section of this press release.

Acquisition metrics are as follows:

Current production $51,300/boe/d
2017 production $48,000/boe/d
Run rate funds flow multiple (1) 8.9x
2017 funds flow multiple (2) 6.0x
Proved reserves (3) (4) $11.54/boe
Proved plus probable reserves (3) (4) $7.52/boe
Recycle ratio 2.1x
Notes:
(1) Calculated as $595 million / (11,600 boe/d x $15.80/boe x 365 days)
(2) Calculated as $595 million / (12,400 boe/d x $22.06/boe x 365 days)
(3) Gross reserves are the Assets' total working interest reserves before the deduction of any royalties and including any royalty interests receivable on the Assets. Gross reserve estimates are based on Whitecap's internal evaluation and were prepared by a member of Whitecap's management who is a qualified reserves evaluator in accordance with National Instrument 51-101 effective April 1, 2016.
(4) Before tax net present value based on a 10 percent discount rate and McDaniel & Associates Consultants Ltd.'s April 1, 2016 forecast prices. Estimated values of future net revenues do not represent the Fair Market Value of the reserves.

INCREASED 2016 GUIDANCE

The Acquisition provides Whitecap with a higher oil weighting and lower decline profile which not only provides funds flow and production per share accretion, but also enhances Whitecap's long term sustainability. Our total payout ratio decreases from 86% in 2016 to 78% in 2017 resulting in free funds flow after development capital and dividends.

The following is the Company's increased guidance for 2016, after giving effect to the Acquisition and Financing:

2016 Guidance Pre-Acquisition Post-Acquisition % Change
Average production (boe/d) 39,500 45,300 15%
Per share (fully diluted) 124 130 5%
% oil and NGLs 76% 79% 3%
Cash netback ($/boe) (1) $21.40 $20.50 (4%)
Funds flow ($MM) (1) $309 $340 10%
Per share (fully diluted) $0.97 $0.97 -
Development capital ($MM) $148 $175 18%
Total dividends $108 $117 8%
Per share $0.28 $0.28 -
Q4 Net debt to funds flow (1) 2.4x 2.4x -
Note:
(1) Cash netback, funds flow and Q4 net debt to funds flow are non-GAAP measures. Refer to the Non-GAAP measures section of this press release.

FINANCING

In connection with the Acquisition, Whitecap has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and TD Securities Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal basis, 51,087,000 subscription receipts ("Subscription Receipts") of Whitecap at a price of $9.20 per Subscription Receipt for gross proceeds of approximately $470 million. Members of the Whitecap Board of Directors, management team and employees intend to participate in the Financing. The gross proceeds from the sale of Subscription Receipts will be held in escrow pending the completion of the Acquisition. If all outstanding conditions to the completion of the Acquisition (other than funding) are met and all necessary approvals for the Financing and the Acquisition have been obtained on or before August 31, 2016, the net proceeds from the sale of the Subscription Receipts will be released from escrow to Whitecap and each Subscription Receipt will be exchanged for one common share of Whitecap for no additional consideration. If the Acquisition is not completed on or before August 31, 2016, then the purchase price for the Subscription Receipts will be returned to subscribers, together with a pro rata portion of interest earned on the escrowed funds.

The Subscription Receipts will be distributed by way of a short form prospectus in all provinces of Canada except Quebec and Prince Edward Island and in the United States, the United Kingdom and certain other jurisdictions as the Company and the Underwriters may agree on a private placement basis. Completion of the Acquisition and the Financing is subject to certain conditions including the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. Closing of the Financing is expected to occur on May 30, 2016 and the Acquisition is expected to close on or about June 23, 2016.

This press release is not an offer of the Subscription Receipts or underlying Shares for sale in the United States. The Subscription Receipts and underlying Shares many not be offered or sold in the United States absent registration or an exemption from registration. The Subscription Receipts and underlying Shares will not be publicly offered in the United States. The Subscription Receipts and underlying Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws.

Forward-Looking Statements and Other Advisories

This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of our anticipated future operations, management focus, strategies, financial, operating and production results, industry conditions, commodity prices and business opportunities. In addition, and without limiting the generality of the foregoing, this press release contains forward-looking information regarding decline rates, anticipated netbacks, drilling inventory, estimated average drill, complete and equip and tie-in costs, anticipated potential of the Assets including, but not limited to, EOR performance and opportunities, capacity of infrastructure, potential reduction in operating costs, expected insider and employee participation in the Financing, the closing and timing of closing of the Financing, production guidance, total payout ratio, capital program and allocation thereof, future production, decline rates, funds flow, free funds flow, credit capacity, future dividend payments and dividend policy, basic payout ratio, total payout ratio, net debt, net debt to funds flow, exchange rates, reserve life, development and drilling plans, well economics, future cost reductions, potential growth, and the source of funding our capital spending. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.

The forward-looking information is based on certain key expectations and assumptions made by our management, including expectations and assumptions concerning prevailing commodity prices and differentials, exchange rates, interest rates, applicable royalty rates and tax laws; future production rates and estimates of operating costs; performance of existing and future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; the ability to efficiently integrate assets and employees acquired through acquisitions, including the Acquisition, the ability to market oil and natural gas successfully and our ability to access capital. Although we believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Whitecap can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. Our actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide securityholders with a more complete perspective on our future operations and such information may not be appropriate for other purposes.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). These forward-looking statements are made as of the date of this press release and we disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about Whitecap's prospective results of operations, funds flow, netbacks, debt, payout ratio well economics and components thereof, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about Whitecap's anticipated future business operations. Whitecap disclaims any intention or obligation to update or revise any FOFI contained in this press release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.

Non-GAAP Measures

This press release includes non-GAAP measures as further described herein. These non-GAAP measures do not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS" or, alternatively, "GAAP") and therefore may not be comparable with the calculation of similar measures by other companies.

"Cash netbacks" are determined by deducting cash general and administrative and interest expense from operating netbacks.

The cash netback ($/boe) assumptions used for 2016 guidance are as follows:

Pre-Acquisition Post-Acquisition
Commodity revenue 35.50 36.15
Hedging 5.59 4.88
Royalties (4.99 ) (5.36 )
Operating Cost (9.50 ) (10.40 )
Transportation (1.20 ) (0.96 )
Operating netbacks 25.40 24.31
General and administrative (1.35 ) (1.35 )
Interest (2.65 ) (2.46 )
Cash netbacks 21.40 20.50
WTI (US$/bbl) 42.90 42.90
Edmonton Par differential (US$/bbl) (3.95 ) (3.95 )
CAD/USD exchange rate 0.77 0.77
Natural gas (AECO C$/GJ) 1.75 1.75

"Funds flow" represents cash flow from operating activities adjusted for changes in non-cash working capital, transaction costs, settlement of decommissioning liabilities and termination fees received. Management considers funds flow and funds flow per share to be key measures as they demonstrate Whitecap's ability to generate the cash necessary to pay dividends, repay debt, fund settlement of decommissioning liabilities and make capital investments. Management believes that by excluding the temporary impact of changes in non-cash operating working capital, funds flow provides a useful measure of Whitecap's ability to generate cash that is not subject to short-term movements in non-cash operating working capital.
"Free funds flow" is determined by deducting development capital and dividend payments from funds flow.

"Net debt" is calculated as bank debt plus working capital deficiency adjusted for risk management contracts.

"Net debt to funds flow" is calculated as net debt divided by funds flow.

"Q4 Net debt to funds flow" is calculated as fourth quarter net debt divided by fourth quarter funds flow annualized.

"Operating netbacks" are determined by deducting royalties, production expenses and transportation and selling expenses from oil and gas revenue. Operating netbacks are per boe measures used in operational and capital allocation decisions.

The operating netback ($/boe) assumptions used for the Acquisition as follows:

2016 2017
Commodity revenue 40.37 44.66
Royalties (7.84 ) (7.60 )
Operating Cost (16.71 ) (15.00 )
Transportation (0.02 ) (0.02 )
Operating netbacks 15.80 22.06
WTI (US$/bbl) 46.00 50.00
Edmonton Par differential (US$/bbl) (4.00 ) (4.00 )
CAD/USD exchange rate 0.78 0.80
Natural gas (AECO C$/GJ) 1.75 2.50

"Basic payout ratio" is calculated as cash dividends declared divided by funds flow.

"Total payout ratio" is calculated as development capital plus cash dividends declared divided by funds flow.

Oil and Gas Advisories

The reserves information contained in this press release are based on Whitecap's internal evaluation and were prepared by a member of Whitecap's management who is a qualified reserves evaluator in accordance with National Instrument 51-101 effective April 1, 2016. Such estimates are based on values that Whitecap's management believes to be reasonable and are subject to the same limitations discussed above under "Forward-Looking Statements and Other Advisories". Listed below are cautionary statements applicable to the reserves information that are specifically required by NI 51-101: (i) individual properties may not reflect the same confidence level as estimates of reserves for all properties due to the effects of aggregation; and (ii) this press release contains estimates of the net present value of the future net revenue from the reserves to be acquired - such amounts do not represent the fair market value of such reserves. EOR is an oil recovery method that reduces residual oil saturated within the reservoir and improves the efficiency of a waterflood. This press release discloses drilling inventory in three categories: (i) proved locations; (ii) probable locations; and (iii) unbooked locations. Proved locations and probable locations are derived from an internal reserves evaluation effective April 1, 2016 and account for drilling locations that have associated proved and/or probable reserves, as applicable. Unbooked locations are internal estimates based on our prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves or resources.
Of the 487 net total drilling locations identified within the assets to be acquired, 123 net are proved locations, 87 net are probable locations and 277 net are unbooked locations. Unbooked locations have been identified by management as an estimation of our multi-year drilling activities based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that the Company will drill all unbooked drilling locations and if drilled, there is no certainty that such locations will result in additional oil and gas reserves, resources or production. The drilling locations on which we actually drill wells will ultimately depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors. While certain of the unbooked drilling locations have been de-risked by drilling existing wells in relative close proximity to such unbooked drilling locations, other unbooked drilling locations are farther away from existing wells where management has less information about the characteristics of the reservoir and therefore there is more uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves, resources or production.

Boe means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6: 1, using a conversion on a 6: 1 basis may be misleading as an indication of value.

This press release contains certain oil and gas metrics which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included in this document to provide readers with additional measures to evaluate our performance however, such measures are not reliable indicators of our future performance and future performance may not compare to our performance in previous periods and therefore such metrics should not be unduly relied upon. Reserve life index in this press release is calculated by dividing estimated reserves by expected production.

Contact Information

  • Whitecap Resources Inc.
    Grant Fagerheim
    President & CEO
    (403) 266-0767

    Whitecap Resources Inc.
    Thanh Kang
    CFO
    (403) 266-0767
    www.wcap.ca