Andy Inglis
Analyst · BMO Capital Markets
Thanks, Jamie, and good morning and afternoon, everyone. Today, we announced the acquisition of Deep Gulf Energy, and I’d like to focus most of today’s call on that transaction and what it means to Kosmos. Ahead of that, I’d like to give a brief summary of our performance for the quarter, starting with production. Our high-margin assets in Ghana and Equatorial Guinea performed well in the second quarter, delivering four cargos net to Kosmos as expected. In Ghana, gross production at Jubilee averaged approximately 68,000 barrels of oil per day for the quarter. The turret remediation of the FPSO was completed successfully during a planned two-week shutdown. We still expect the rotation of the vessel to occur around the end of the year with minimal impact to production in 2018. With remediation work complete, Jubilee is now producing consistently over a 100,000 barrels of oil per day. With drilling resumed in Ghana, we expect to bring two new producer wells on line in Jubilee later this year, one in the third quarter and one in the fourth quarter. We expect these additional wells to deliver around 20,000 to 25,000 barrels of oil per day, helping to arrest any declines in existing well stock and increase production towards the FPSO nameplate capacity of 120,000 barrels of oil per day. In total, we still expect 7 cargos in Jubilee in the year with 2 cargos in each of the next two quarters. At TEN, production average approximately 61,500 barrels of oil per day for the quarter. Two wells are to be drilled and completed by year-end at TEN. The first Ntomme well has been drilled and came on line today. A second well is expected to start production around the end of the year. Combined we expect the additional TEN wells to deliver around 15,000 to 20,000 barrels of oil per day, resulting in production rising towards the FPSO nameplate capacity of 80,000 around the end of the year. The FPSO was previously being tested at rates above the 80,000-barrel of oil per day capacity. We will test it in 2019 as additional wells come on stream. The partnership has now approved the second rig in Ghana, and we expect the rig to arrive early in the fourth quarter. The second rate will be used for completions with the current run rate set up for drilling more wells in 2019. Taking advantage of low rig rates in the current environment enables the partnership to accelerate the addition of new wells in Ghana, increasing production towards FPSO capacity sooner and allowing the capacity of the FPSOs to be tested. Finally, Kosmos was successful in its arbitration against Tullow concerning a dispute related to the West Leo rig contract. As a result start, Kosmos is not liable to any amounts related to Tullow’s labiality to Seadrill. Furthermore, the ruling stipulated the Kosmos will receive around $14 million for reimbursement costs and legal fees. In Equatorial Guinea, gross field production averaged over 46,000 barrels of oil per day during the quarter, exceeding our 43,000-barrel per day 2018 forecast and 37,000-barrel per day acquisition assumption. We have owned the assets now for just over a half a year and still deriving a track record, so have left our full guidance the same. The strong production at Equatorial Guinea resulted in cash distributions of $55 million in the quarter. Year-to-date through cash distributions totaled $148 million or approximately 64% of the purchase price. At oil prices, the payback on the asset is expected to be around one year. Looking forward, well stock to install electric submersible pumps or ESPs in Equatorial Guinea should begin in the fourth quarter. These are expected to support current production rates ahead of near-field and infill drilling in 2019. Next, I would like to move to development and Tortue in particular. The Tortue project continues to make good progress. And BP mentioned on their earnings call last week, we expect FID around the end of the year. FEED is ongoing and we’ve begun gas marketing process with bid received from several parties including two supermajors and an international commodity trading house. Importantly, the bids include financial offers for the NOC, which means the financing for partners should not impact the timing of FID. A remaining item ahead of FID is the harmonization of any non-PSA fiscal terms. With the ICA signed earlier this year, these discussions are taking place and progressing well. We’ll continue to update the market on these discussions through the rest of the year. I will now turn to exploration in Suriname in particular. We have one remaining test in 2018, drilling the Pontoenoe prospect in Block 42 with partners Hess and Chevron. Pontoenoe is the first of upto three independent prospects in Block 42 and is a similar play time to the Turbot and Longtail discoveries located approximately 70 kilometers to the west in Guyana. The well is expected to spud around mid-August and drilling should take around 60 days. So, in summary, the business continued to perform well during the second quarter, and we remain on track to deliver $100 million to $200 million of net cash flow this year. I’d now like to turn your attention to today’s announcement of Kosmos’ acquisition Deep Gulf Energy. This morning, we’re pleased to announce the next step in the evolution of Kosmos to becoming a full-cycle of E&P with the acquisition of Deep Gulf Energy or DGE from First Reserve for $1.225 billion. DGE is a leading deep water company in the Gulf of Mexico with attractive assets and a strong track record of success. The purchase price is comprised of $925 million in cash, funded by existing credit facility and $300 million in Kosmos equity issued to First Reserve. Closing is expected by the end of the third quarter. The acquisition creates a platform for growth in the Gulf of Mexico adding approximately 25,000 barrels of oil equivalent per day of production, an 80 million barrels of oil equivalent estimated 2P reserves, with an estimated reserves to production ratio of 8.8. The reserves have a low retirement obligation of approximately $100 million undiscounted. If you now turn to slide one of the pack posted on the website, I’ll take you through the transaction. Kosmos began life as a pure play explorer, achieving major success in Ghana, with a discovery of the Jubilee and TEN fields. In 2011, via IPOed the Company as the exploration-led E&P with cash flow from Jubilee and TEN fields. Our resource base was expanded by exploration success in Mauritania and Senegal, where we discovered 40 Tcf of gas gross which has been partially monetized through the BP farm-out. As I mentioned earlier, the first phase of development of this gas Tortue is headed to FID around year end 2018. Over the last four years, our production has doubled with the developments at TEN fields, which started production in 2016, and the late 2017 acquisition of Ceiba and Okume field in Equatorial Guinea. Combined production across Ghana and Equatorial Guinea is approximately 45,000 barrels of oil per day net to Kosmos. The acquisition of DGE, creates a larger company with greater scale and substantial free cash flow. The highly complementary nature of the DGE assets provides Kosmos with a balance of short-cycle growth opportunities, alongside our existing medium and longer term projects. The enhanced production and cash flow profile of combined Company enables us to pay a dividend starting in first quarter of 2019. Most importantly, the transaction is consistent with the strategy we’ve had from the day Kosmos started business, an Atlantic Margin focus that leverages our differentiated deepwater skill set, reducing high margin resources from low cost efficient exploration and development. Since inception, we have executed this strategy with a consistent focus on disciplined capital allocation and a strong balance sheet. Turning to slide two. This is a highly attractive, immediately accretive entry point in the Gulf of Mexico. 2018 estimated cash flow per share is expected to increase approximately 30% on a pro forma basis. The assets are being acquired at a 2018 EV to EBITDAX multiple of 3.4 times compared to Kosmos at a consensus multiple of 6.4 times. On an EV to 2P reserves basis, the assets have been acquired for approximately $15 per barrel, while Kosmos’ reserves currently traded approximately $21 per barrel. The acquisition has very strong economics, with an unlevered NPV-10 breakeven price of $48 per barrel, based on WTI. Strong cash flow from the combined business allows us to pay dividend beginning in the first quarter of 2019. I’ll talk more about that in more detail later in the presentation. Turning to slide three. Many of you are familiar with DGE. A leading deepwater Gulf of Mexico Company with a material oil weighted reserves and production base focused on tying back to existing infrastructure. They are proven operator with an excellent safety record. Their highly experienced management team, brings over 20 years of Deepwater Gulf of Mexico experience on average and a record of value creation in the basin. The DGE’s portfolio of high margin production assets provides strong free cash flow. There is also attractive organic growth potential from infill drilling of existing fields on production to utilize spare facilities capacity and from an inventory of over 50 million barrels of oil equivalent for the next five prospects. Most importantly, DGE has a low-risk, short-cycle exploration strategy with success coming from 15 of 19 wells drilled since 2012, delivering first production from these discoveries in just 18 months on average. With Kosmos’ balance sheet and entrepreneurial management team, there are lot of attractive opportunities that can be pursued from this new platform. DGE’s track record of delivering repeatable production and reserves growth is illustrated on slide four. Between 2013 and 2017, they grew production from our 5,000 barrels of oil equivalent per day to over 18,000 barrels of oil equivalent per day at a compound annual growth rate of over 40%. Over the same time period, the team grew 2P reserves from just under 40 to around 85 million barrels equivalent at over a 20% compound annual growth rate. As we saw when we bought the assets in Equatorial Guinea, there’s been under investment in DGE. We believe in the right hands with this management team and growth capital available for the right opportunities, the DGE assets will be a major growth driver for Kosmos over many years to come, just like we’re seeing already for DGE. Now, turning to slide five, which summarizes this highly complementary transaction. DGE’s short-cycle assets with low cost, driving attractive returns complement the current Kosmos portfolio. The acquisition creates a new growth platform for the Company in the world-class Gulf of Mexico basin, which is significant potential, and diversifies our current production base and bolsters our existing expertise. The enhanced production and free cash flow generation allows Kosmos to pay a dividend commencing in the first quarter of 2019. This combination accelerates Kosmos’ evolution to become a full-cycle deepwater E&P and the premier Atlantic Margin deepwater company. Turning to slide six, I’d now like to drill down to why we think DGE is such an attractive deal for Kosmos, starting with the Gulf of Mexico. So, why invest in the Gulf of Mexico now? The Gulf of Mexico is world class basin with a huge amount of discovered and yet to be discovered resources across a number of play times. There are two fundamental reasons why now is the right time for Kosmos to enter the Gulf of Mexico, attractive economics and lack of competition. On the economics, the Gulf of Mexico provides a highly competitive source of supply. The chart on the left shows a full-cycle NPV-10 WTI breakevens of DGE’s assets and compares them to the leading shale basins in North America. As you can see, DGE’s assets at the low end of the cost curve drive in the very best onshore shale plays. In terms of competition, the basin has become more accessible as many companies have exited to focus onshore. The chart on the right shows the changing landscape and historic activity levels in the Gulf of Mexico over the last ten years. During that period, the composition has changed dramatically. The lease sale participant pool has shrunk by more than 60% and lease sale bidding is down by more than 85%. This sharp decrease has lead to large and mid caps who have left the basin to chase the shale plays. At the same time, Gulf of Mexico production has grown steadily as majors remained consistently active and continued to sanction cost competitive projects helped by a sustained deflation and supply cost in contrast to shale. The attrition of independents created an opportunity for private equity who made a number of investments in Gulf of Mexico that are now nearing the end of their fun ten-years, as such do not have access to the necessary funding for further growth opportunities. The growth opportunities from lease sales and acreage relinquishments is more attractive now than it’s been for many years. A large number of leases grounded 10 years ago, coming up for relinquishment creating tremendous opportunities. Given the changing industry structure, we believe there are also significant inorganic opportunities for Kosmos to pursue, serving as a consolidator of choice to the high-quality, capital starved assets. The attractive economics and changing competitive dynamic mean that now is a right time to enter this prolific basin, which is rich in opportunity and ripe for the consolidation. Turning to slide seven, which along with slide eight, shows the strength of the combination. With the addition of Gulf of Mexico, we remain focused on the deepwater conjugate margins of the Atlantic. The DGE assets help to diversify production and create a new platform for growth that will leverage Kosmos’ core exploration expertise. When I joined Kosmos in 2014, year-end production from our single producing asset in Ghana was around $23,000 barrels of oils per day. Over the last four years, that production has doubled with the addition of TEN and Equatorial Guinea. Through the acquisition of DGE and the ongoing performance of our existing portfolio, we expect to double production and EBITDAX again over the next four years. As shown on slide eight, this deal substantially increases our scale and diversifies our reserves and production base. The chart on the left shows our 2P reserves increase by around 40% from around 200 to 280 million barrels of oil equivalent. Chart on the right shows production increasing by around 50% to 70,000 barrels of oil pro forma with around a third of that production coming from the Gulf of Mexico. Turning to slide nine and most importantly, this transaction is immediately accretive to shareholders with minimum dilution. The assets are being acquired at a 2018, EV to EBITDAX multiple of 3.4 times compared to Kosmos at a consensus multiple of 6.4 times. On an EV to 2P reserve basis, the assets have been acquired for approximately $15 per barrel while Kosmos’ reserves currently trade at approximately $21 per barrel. 2018 estimated cash flow per share is expected to increase by approximately 35% on a pro forma basis. Strong cash flow generation underpinned by growing and balanced production supports capital return to shareholders in the form of dividend. Turning to slide nine. Kosmos has already managed its balance sheet conservatively with disciplined capital allocation, the critical part of executing our strategy. As many of you are aware, Kosmos has only drilled 11 frontier wells, in its 14-year history, with a 30% commercial success rate, discovering around 1.5 billion barrels of oil gross and around 42 TCF of gas gross. This is in contrast to many of our peers. With the addition of the DGE assets, our approach to capital allocation will not change. At the end of 2Q, our net debt-to-EBITDAX was around 1.6 times, which increased around 2.2 times, taking account the transaction. As a result of this deal, we expect our combined assets to generate substantial free cash flow, allowing us to begin to rapidly delever, by the end of this year, to around 1.7 times and through 2019 closing at around 1.2 times at year-end 2019, well below where we were before this transaction. slide 11. We talked a lot about Kosmos’ journey to become a full-cycle E&P, a company with a portfolio rich in opportunity, covering short, medium and longer cycle projects. Starting at the top of the slide and following the arrows. We have a significant production base with the opportunity to grow production and utilize spare facility capacity in Ghana, Equatorial Guinea and now the Gulf of Mexico through high rates of return, well work projects and infill drilling. In the Gulf of Mexico and Equatorial Guinea, existing infrastructure and strong exploration portfolios offer infrastructure-led exploration potential and provide the opportunity to further drive short-cycle production growth. In Mauritania and Senegal, our world-scale gas discoveries provide the opportunity to deliver low-cost developments, starting with the first out of Tortue, with the potential to add others that will underpin study, cash generation for decades to come. Our portfolio of exploration acreage in the world’s most attractive basins includes Suriname, Sao Tome and Principe and Cote d’Ivoire, provide further potential for longer cycle, world-class upscale discovery. And lastly, through maintaining a solid financial foundation, we are well-positioned for deepwater consolidation, particularly in the Gulf of Mexico. So, turning to slide 12. This deal is all about sustainable production and free cash flow growth, which underpins shareholder returns. Our strong high-margin production growth, diversified cash flow and disciplined focus on capital allocation enables us to commence a dividend. We intend to pay an annual dividend of $0.17 per share, paid quarterly starting in the first quarter of 2019. The dividend payment is expect to increase over time, in line with Company’s performance. So, turning to the last slide. In summary, we believe this highly attractive transaction positions Kosmos as a premier, Atlantic Margin, deepwater E&P. The acquisition creates greater scale and provides growth in production and sustainable cash flow. DGE enhances our world-class asset base, by adding high-margin production and short-cycle infrastructure-led exploration to our portfolio of world scale developments and frontier exploration. The acquisition creates a new platform for growth by enhancing our skill set and our balance sheet provides the financial liquidity for future growth opportunities. And finally, we have the financial strength to execute through the cycle, ensuring our ability to fund growth, delever and return capital to shareholders. Thank you. And I now like to turn the call over to the operator to open the session for questions.