Tuesday, October 23, 2012

Rosneft to Buy TNK-BP in $55 Billion Deal

The Russian state-owned energy company Rosneft reached agreements on Monday worth a combined $55 billion that will give it control of TNK-BP, a joint venture parted owned by the British energy giant BP.


Under the terms of one the deals, BP said it would receive $17.1 billion in cash and the rest in Rosneft shares to sell its stake in TNK-BP.

“Exactly in line with fair value,” Stuart Joyner, an analyst with Investec in London, said of the price, “which is a good achievement.”

The deal is conditioned on the Russian government selling a 5.7 percent stake in Rosneft to BP for $4.8 billion.

With the British company’s existing 1.25 percent stake in Rosneft, the two steps of the transaction would give BP a 19.75 percent stake in Rosneft.

The British company says it also expects to have two seats on Rosneft’s nine-member board.

As part of a separate deal announced on Monday, Rosneft said it had reached an agreement in principle to buy BP’s partners’s stake in TNK-BP for a combined $28 billion.

The owners — a consortium of Russian billionaires — and Rosneft must still agree on the specific terms of the deal, the Russian state-owned energy company said.

While BP is selling its stake in TNK-BP, the British energy company is being careful to portray the proposed transaction as a continuation of its efforts in Russia rather than a retreat.

“This investment builds on BP’s track record of value creation in Russia,” the British company’s American chief executive, Robert W. Dudley, said in a statement.

“BP intends to be a long-term investor in Rosneft — an investment, which I believe will deliver value for our shareholders for the next decade and beyond.”

Although the TNK-BP joint venture has been marred by infighting between BP and its Russian partners, the operations have been enormously profitable, earning $19 billion in dividends for BP since 2003 as the company helped improve operations through sharing technology and management skills.

Although BP on the face of it will be cutting back its investment in Russia, the company is hoping to use this new strategic link with the Kremlin through Rosneft to secure other business in the country.

A person close to Rosneft said BP would probably wind up having a closer relationship with Rosneft than that of other entities that have strategic ties to the state energy giant, including Exxon Mobil, Statoil and ENI of Italy.

The TNK-BP holdings include mostly aging oil fields in Siberia with little potential for new output, according to BP executives.

Some analysts, including Thane Gustafson of the consulting firm I.H.S. Cera, however, believe TNK-BP has the potential for participating in a coming oil production boom in Western Siberia.

TNK-BP’s output counts for about 25 percent of BP’s global production, or roughly as much oil as BP pumps in the United States, including Alaska.

The deal with Rosneft follows other recent sales by BP, which has sold assets in countries from Venezuela to Vietnam.

It recently agreed to sell its refinery in Texas City, Tex., for $2.5 billion to Marathon Petroleum. That sale brought the value of BP’s divestments since the beginning of 2010 to more than $35 billion.

Mr. Dudley, a Mississippian, took over the company in the midst of a huge oil spill in the Gulf of Mexico and decided BP should put its global business on a new footing by selling older, less profitable fields and concentrating on exploration.

The buyout of BP’s share in TNK-BP takes a large portion of the industry full circle back to state ownership.

Rosneft’s chief executive, Igor I. Sechin, a former military intelligence officer and close aide to Mr. Putin, is a proponent of greater state ownership in the oil industry.

TNK-BP is the third-largest Russian oil company, after Rosneft and Lukoil. If Rosneft buys out both BP and the handful of Russian billionaires who control the other half of TNK-BP, Rosneft will become the world’s largest publicly traded oil company, with production of about 4.5 million barrels a day.

“We have seen this remarkable strengthening of the influence of Rosneft and Sechin personally,” said John Lough, a former TNK-BP executive who is a Russia specialist at Chatham House, a British research organization.

“At the moment, the way the Russian system works is by achieving a distribution of influence and access to rents” — or windfall profits — “to achieve overall equilibrium on which the state is based,” he said.

“Sechin’s apparent strengthening of influence could come at the cost of maintaining that balance. It could upset the apple cart.”

Morgan Stanley is BP’s principal financial adviser on the Rosneft deal. UBS is acting as financial adviser and corporate broker to BP. Goldman Sachs, Lambert Energy Advisory Ltd. and Renaissance Capital have also each acted as financial advisers.

Linklaters is the principal legal adviser, while Credit Suisse has provided a fairness opinion to BP’s board. Citigroup and Bank of America Merrill Lynch advised Rosneft.

nytimes.com

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