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Post by Blitz on Feb 27, 2024 8:24:30 GMT -5
Chevron, Exxon in Dispute Over Hess Stake in Guyana Oil Block Feb 26, 2024 www.oedigital.com/news/511817-chevron-exxon-in-dispute-over-hess-stake-in-guyana-oil-blockExxon Mobil Corp said on Monday it may preempt Chevron Corp's acquisition of a 30% stake in a giant Guyana oil block, the centerpiece of its deal for Hess Corp. The companies are in talks on Exxon's claim it has a right to first refusal of any sale of the Stabroek block, a giant field off the coast of Guyana that contains at least 11 billion barrels of oil. The dispute between the top U.S. oil producers could end Chevron's $53 billion deal for Hess, Chevron warned in a securities filing. If the deal falls part, Hess could be liable for a $1.7 billion breakup fee. Hess shares fell more than 3% in late trading. Chevron fell almost 1%. Exxon said in a statement it wants to ensure it will "preserve our right to realize the significant value we’ve created and are entitled to in the Guyana asset," adding it is "working closely with the Guyanese government to ensure their rights and privileges." "You have to assume that Chevron made a business decision that Exxon wouldn't try to preempt," said Dan Pickering, chief investment officer at Pickering Energy Partners. The two companies are partners in projects elsewhere and the dispute signals how valuable the Guyana projects are to Exxon, he said. "It obviously means that 30% of Guyana is really valuable and maybe they think that Chevron is getting in too cheaply," Pickering said, adding "Right now, it feels like a food fight." Exxon operates all production in Guyana with a 45% stake in the consortium with Hess and China's CNOOC as its minority partners. In October, Chevron proposed to buy Hess largely to obtain the Guyana stake. Chevron said it believes the talks "will result in an outcome that will not delay, impede or prevent the consummation of the merger." However, it also said the dispute could wind up in arbitration if the two sides cannot reach a settlement. "The right of first refusal provision is not applicable to the merger. We are fully committed to the transaction and do not believe the ROFR or these discussions will prevent its successful completion." Chevron and Hess said. A disruption of the deal terms would be a major blow to the U.S. second largest oil producer, which has been trying to expand production into lower cost fields in the Americas. Guyana has been trying to attract more large oil producers to dilute Exxon's dominance of the country's energy output. It recently held an offshore block auction that drew bids by TotalEnergies, Petronas and Qatar Energy. The Hess acquisition has been stalled by the U.S. Federal Trade Commission's request for additional information on the merger. That request pushed back any closing to at least the middle of this year, and the Exxon claim could extend it further. The Exxon-led consortium has said it expects to triple Guyana's oil output to more than 1.2 million barrels of oil per day by 2027.
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Post by bjspokanimal on Feb 28, 2024 3:04:30 GMT -5
Wow, this is a big deal and indicative of just how mega-valuable the massive Stabroek oilfields are. Stabroek was THE main reason they wanted the Hess merger. 6 drillships currently operate for the consortium with a 7th likely to be tendered for over the next 12 to 24 months based on current E&D timelines.
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Post by Blitz on Feb 29, 2024 13:19:27 GMT -5
Chevron in discussions with ExxonMobil regarding Guyana interests held by Hess Feb. 29, 2024 www.ogj.com/general-interest/companies/article/14305921/chevron-in-discussions-with-exxonmobil-regarding-guyana-interests-held-by-hessChevron Corp. and Hess Corp. have been in discussions with ExxonMobil Corp. and China National Offshore Oil Corp. regarding a right of first refusal provision in the joint operating agreement for the Stabroek block offshore Guyana. Mikaila Adams Chevron confirmed the discussions in a Feb. 26 filing with the US Securities and Exchange Commission (SEC). In October 2023, Chevron entered a deal to acquire Hess in a stock deal valued at $53 billion that would see Chevron gain Hess’s 30% non-operated interest in the ExxonMobil-operated Stabroek block (45%) (OGJ Online, Oct. 23, 2023). “If these discussions do not result in an acceptable resolution and arbitration (if pursued) does not result in a confirmation that such right of first refusal provision is inapplicable to the merger, then there would be a failure of a closing condition under the Merger Agreement, in which case the merger would not close,” Chevron said. Stabroek block, Guyana Stabroek block is held through a consortium comprised of ExxonMobil (operator, 45%), Hess Guyana Exploration Ltd. (30%), and CNOOC Petroleum Guyana Ltd. (25%). Reserves are estimated at 11 billion bbl. The area lies over 200 km offshore Guyana and spans more than 6.6 million acres. ExxonMobil made four additional discoveries on Stabroek block in 2023. Prosperity, the third floating production, storage, and offloading (FPSO) vessel, started production at the Payara development on the block in November 2023. Liza Destiny and Liza Unity FPSO vessels continued to produce above nameplate capacity. Combined gross production from the three operating vessels exceeded 390,000 b/d of oil in 2023 and nearly 440,000 b/d in fourth-quarter 2023, ExxonMobil said in a Feb. 28 SEC filing. Yellowtail and Uaru, the fourth and fifth developments on the block, are progressing on schedule and will each initially produce about 250,000 b/d, the operator continued, telling the SEC it anticipates six FPSOs will be in operation on Stabroek block by year-end 2027.
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Post by Blitz on Mar 1, 2024 8:32:08 GMT -5
Exxon Rights in Stabroek Do Not Apply to Hess Merger with Chevron: Hess by Jov Onsat|Rigzone Staff|Friday, March 01, 2024| 07:18 EST www.rigzone.com/news/exxon_rights_in_stabroek_do_not_apply_to_hess_merger_with_chevron_hess-01-mar-2024-175924-article/Exxon Rights in Stabroek Do Not Apply to Hess Merger with Chevron: Hess 'Chevron and Hess are engaged in constructive discussions with ExxonMobil and CNOOC regarding the applicability of a right of first refusal'. Hess Corp. has said Exxon Mobil Corp.’s preemption right in their joint operating agreement for the Stabroek block should not affect the former’s pending acquisition by Chevron Corp. The Guyana asset, which has discovered recoverable resources of over 11 billion barrels of oil equivalent, is the main reason behind Chevron’s $60 billion purchase of Hess announced October 23. But Hess and Chevron confirmed that ExxonMobil, which operates the block with a 45 percent stake through Esso Exploration and Production Guyana Ltd., and the third owner, China National Offshore Oil Corp. (CNOOC) have floated the potential exercise of their right of first refusal in the Stabroek agreement. A right of first refusal or preemption right allows a joint venture partner to prevent a co-venturer from divesting a stake to an outside party without giving the partner a chance to be the buyer. Hess subsidiary Hess Guyana Exploration Ltd. holds a 30 percent interest in the development while CNOOC Petroleum Guyana Ltd. has the remaining 25 percent. “Chevron and Hess are engaged in constructive discussions with ExxonMobil and CNOOC regarding the applicability of a right of first refusal (ROFR) / pre-emption provision in the Stabroek joint operating agreement”, New York City-based Hess said in a regulatory disclosure. San Ramon, California-based Chevron said in a separate filing with the United States Securities and Exchange Commission, “Hess, Chevron, Exxon and CNOOC have been engaged in constructive discussions regarding the Stabroek ROFR, and Chevron and Hess believe these discussions will result in an outcome that will not delay, impede or prevent the consummation of the merger”. Chevron said arbitration is an option should the talks fail. However, it added if the arbitration fails “then there would be a failure of a closing condition under the Merger Agreement, in which case the merger would not close”. Chevron or Hess may themselves junk the merger agreement if completion is not achieved by October 22, 2024, or if extended, April 22, 2025, or October 22, 2025, under the terms of the merger agreement, Chevron said. “The merger agreement provided for an initial end date of April 18, 2024, but the parties have each waived the right to exercise any termination right available to it with respect to the initial April 18, 2024 end date”, Chevron’s filing stated. The challenge posed by ExxonMobil and China’s state-owned CNOOC comes as Chevron and Hess work to clear an anti-trust review by the U.S. competition regulator. U.S. law requires parties in certain acquisitions and mergers to notify the Federal Trade Commission (FTC) and the Department of Justice of the transactions. One of the two agencies then reviews such a transaction for 30 days—called a waiting period—before this can be consummated. If either agency determines during the waiting period that further inquiry is necessary, the Hart-Scott-Rodino Antitrust Improvements Act allows the determining agency to request additional information and documentary materials. This second request extends the waiting period for 30 days after all parties have complied with the initial request, according to a legal guide on the FTC website. Chevron and Hess received a “second request” from the FTC December 7. The merger parties “continue to work with the U.S. Federal Trade Commission on its request for additional information and on planning for the integration of our companies”, Hess said in the filing disclosing the engagement with its Stabroek partners ExxonMobil and CNOOC.
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Post by bjspokanimal on Mar 2, 2024 14:51:09 GMT -5
To me, it appears that if Hess were to sell it's Stabroek stake but remain as an independent oil company otherwise with all the rest of it's assets, then Exxon would have a case.
But in this case, ALL of Hess was purchased by Chevron, so the acquiring company, by virtue of the fact that all of Hess's interests are still intact within the acquiring company, retains ownership of Hess's assets. If one thinks of the Chevron/Hess combination as a "merger", rather than an acquisition, it becomes more meaningful.
Regardless, it's quite possible that Hess and Chevron could move to slow the timelines of Stabroek development until this matter is resolved.
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Post by Blitz on Mar 3, 2024 8:51:46 GMT -5
Regardless, it's quite possible that Hess and Chevron could move to slow the timelines of Stabroek development until this matter is resolved. I can see that as the goal... slowing the timelines. Why? Guyana wants oil & gas revenues as soon as possible. So much so that Guyana has a de facto 'use it or lose it' policy that forces owners of under-utilized/drilled blocks to give them back to the government for resale to owners that are more willing to speed up exploration and production. So, IMHO, it's to CVX's and XOM's advantage to use a 'dispute' excuse to slow the process. Slowing the process keeps oil prices higher by reducing supply. It also makes for a more predictable pace for E&P budgets that smooths out the peaks and valleys of oil prices and costs. It also works in their favor regarding onshore spending for boosted Permian fracking of fresh wells keeping new supplies going at cheap breakeven prices right now. But as we know those fresh wells deplete quickly and the cost to keep them productive rises sharply. That's when deepwater becomes the last best source of cheap high quality oil with low breakeven costs. In contrast, more deepwater oil now means more competition for drillships and that raises dayrates. The other big that has changed is this... the ESG timeline for fossil fuels' demise has been debunked as a fairy tale, That works to make oil, gas, and even coal as vital reliable energy and a money maker for much longer. This means the world will need reliable energy for much longer and energy companies can amortize expenditures over much longer time frames... as greener energy sources become economical and more reliable.
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Post by Blitz on Mar 3, 2024 9:38:20 GMT -5
Here's another slant: Exxon Guyana Slap at Chevron Highlights Supply Security Importance By Irina Slav - Mar 02, 2024, 6:00 PM CST oilprice.com/Energy/Energy-General/Exxon-Guyana-Slap-at-Chevron-Highlights-Supply-Security-Importance.html- Without Guyana, there would be little point to the tie-up between Hess and Chevron. - Exxon said its partnership terms with Hess Corp. give it—and their third partner, Chinese CNOOC—the right of first refusal to the acquisition of Hess Corp.'s stake in the Stabroek Block. - It makes perfect sense that Exxon would fight for a bigger share of the Guyanese pie to secure higher future profits when the deficit materializes. When Chevron announced it had struck a deal to acquire Hess Corp. for $53 billion last year, it was seen as yet another move by a supermajor to secure future oil supply at reasonable production cost. Just how important securing this supply is not only for Chevron but for its peers became clear last week, when Exxon surprised many with the warning that it could make the deal meaningless by exercising a right of first refusal stipulation in its Guyana partnership with Hess Corp. Without Guyana, Chevron has signaled, there would be little point to the tie-up—despite Hess's interests in the Permian and elsewhere in the shale patch. On Monday, Exxon said its partnership terms with Hess Corp. give it—and their third partner, Chinese CNOOC—the right of first refusal to the acquisition of Hess Corp.'s stake in the Stabroek Block. This is the patch of offshore acreage where the consortium has made a string of more than a dozen discoveries, tapping an estimated 11 billion barrels and counting. The announcement came as a surprise to many who appear to have assumed that Exxon would make no trouble for Chevron in its attempt to take over Hess's 30% interest in Guyanese offshore oil. In fact, it should not have been that surprising. In just a few short years, Guyana has emerged as possibly the hottest spot in global oil besides the Permian. The nation of fewer than a million people is believed to be sitting on oil resources worth over half a trillion dollars. Right now, Guyana produces some 400,000 barrels of oil daily, all from wells drilled by the Exxon-led consortium in the Stabroek Block. The plan is to extend this to 1.2 million barrels daily in the next three to four years. That level of production would put Guyana ahead of some OPEC producers. Related: This Could Be A Gamechanger For Natural Gas In Europe These expansion plans seem counterintuitive for those following oil demand forecasts from the International Energy Agency. According to its latest, oil demand is about to peak around the same time that Guyana's oil production surpasses 1 million bpd. Exxon and Chevron appear to disagree, with both prioritizing Guyana as a destination for future investments. This comes at a time when the reserve replacement ratio in global oil is at a dismal rate that could see the market swing into a deficit as soon as 2025, according to Occidental's CEO Vicky Hollub. "We're in a situation now where in a couple of years' time we're going to be very short on supply," Hollub said earlier this month. In such a context, it makes perfect sense that Exxon would fight for a bigger share of the Guyanese pie to secure higher future profits when the deficit materializes. But it also makes sense to use the threat as a way of making Chevron share the investment load for the Guyanese projects. This is what some analysts believe is happening. Exxon was "very possibly looking to extract a pound of flesh from Chevron to support the deal proceeding," analysts from MKP Advisors said in a note, quoted by Reuters. "It is very possible they want greater commitments from Chevron than Hess has previously signed up to." It is a very interesting situation in which it appears difficult to say who's right and who's wrong. Per Exxon, a right of first refusal applies to Hess's stake in the Stabroek Block. Per Chevron and Hess itself, it does not apply because the deal with Chevron is for the whole company and not only for its Guyanese assets. The case is quite complicated, it seems, and it could end in more than two ways, with some predicting that Exxon might end up buying Hess instead of Chevron. While these developments and speculation make for some light entertainment for observers, the importance of the Guyanese project stands out as the ultimate casus belli, as it were. And this is because there is a shrinking pool of undiscovered oil resources that can be developed as cost effectively as the resources in Guyana's Stabroek Block. In addition to this decline in undiscovered but cheap-to-exploit resources, supermajors have become a lot more risk-averse than they used to be in the past when long-term demand for increasing volumes of oil was virtually guaranteed. Now, it isn't. And while this is not because of any natural processes, such as better alternatives to oil emerging as fuels, it is a dangerous prospect that Big Oil is aware of—which is why it is seeking to focus on low-cost, abundant resources. In the end, however, Chevron and Exxon are in the same boat, as expressed colorfully by Smead Capital Management's Bill Smead at a recent industry event. "They can get into a fist fight but I think they will settle and then go grab a beer," Smead told Reuters, noting that the two supermajors had a common interest in fighting back against climate activists seeking to put an end to all oil investment. By Irina Slav for Oilprice.com
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Post by bjspokanimal on Mar 3, 2024 12:43:53 GMT -5
Perhaps Chevron would settle this by selling Exxon 1/6 of it's Stabroek stake, leaving Exxon with a controlling 50% stake (Exxon is already operator) and Chevron the same 25% stake as CNOOC.
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Post by Blitz on Mar 5, 2024 7:39:35 GMT -5
Some history for perspective and how long the major players expect Guyana's offshore oil & gas to last. And now this... Guyana Oil Development Back In Focus After Chevron, Hess Deal David Blackmon, Senior Contributor - Nov 8, 2023, David Blackmon is a Texas-based public policy analyst/consultant. www.forbes.com/sites/davidblackmon/2023/11/08/guyana-oil-development-back-in-focus-after-chevron-hess-deal/?sh=7aab11906805Guyana Oil Boom Last month’s announced $53 billion buyout of HessHES -1.7% Corp. by U.S. oil major ChevronCVX -2.6% places a new focus on Guyana, as Hess’s 30% share of the massive Stabroek block offshore development operated by fellow major ExxonMobilXOM -1.4% makes up the major prize in that deal. Since development of the resource commenced in earnest several years ago, this tiny South American nation of just around 800,000 people has become the world’s fastest-growing economy, with GDP growth of 62.3% in 2022 CNBC reports that BMI, a Fitch Solutions research group, projects 38% growth during 2023, and that the Guyanese economy could expand by 115% over the next five years. This is a massive economic impact, one so large that the Nicolas Maduro government in Venezuela recently renewed its longstanding claim to own rights along the western extent of the play area. The International Court of Justice (ICJ) ruled in April that it has jurisdiction to decide the controversy, a contention with which Guyana's President Irfaan Ali agrees, saying, "We've allowed this matter to go to the ICJ and we have continuously encouraged Venezuela to participate fully in the process and for both parties to respect the outcome of the process." Regardless of the outcome of that controversy, the challenge for ExxonMobil is to continue to develop the resource in an orderly manner with its new partner and competitor Chevron, along with longstanding consortium partner CNOOC, which owns a 25% share. It is the kind of challenge that is not uncommon for developers of international energy projects in distant parts of the world. A global oil power in the making “I don’t think it’s going to change where we are headed or any of the dynamics of the development,” Drew Bishop, Development Manager for Guyana at ExxonMobil, told me when I asked about the impact of Chevron becoming a consortium partner. “We feel like that's a real compliment because it says they have a lot of confidence in our ability to deliver quality investments on schedule and budget.” The ExxonMobil Guyana team has been delivering such results since 2015, during which time the company has been able to report more than 30 successful discovery wells totaling almost 11 billion barrels of proven reserves. The Lancetfish 2 well announced in late October brought the company’s number of 2023 discoveries to three, as it continues drilling efforts designed to delineate the underground geologic extent of the resource area. “If you think about what we're doing out there, we're exploring and appraising,” Bishop says. “We're looking for new resource trying to ensure we understand the resources we’ve already discovered. We have the core area where our funded FPSOs are planned, and we're trying to build on that success with new discoveries and then delineating those.” FPSO is the acronym for Floating Production, Storage and Offloading vessels, giant ships that function as floating processing plants. ExxonMobil currently has two FPSOs in operation today, with another anticipated before the end of 2023. Current plans anticipate a total of six FPSOs to be in place and operating by 2027. Production from Stabroek exceeded 400,000 barrels of oil per day by mid-2023, and is expected to rise to over 1 million bpd by 2027. Assuming it prevails in its territorial controversy with Venezuela, that level of production would rank Guyana as one of the world’s 20 largest oil producing countries. More at stake than economics It is key to note that the Guyanese government is also using its share of the Stabroek resource to help lower its emissions profile. An important part of this is what it refers to as its Gas to Energy Project, in which it is using natural gas from Stabroek wells to cut its use of diesel and fuel oil in power generation, along with other applications. The role of ExxonMobil and its consortium partners is to build a 200 km pipeline to bring the gas to an onshore interconnect point, along with the onshore extent of the pipeline and preparing the site for a planned natural gas power plant. The Guyanese government is in the process of awarding contracts for the construction of the power plant, along with other needed infrastructure. “The project is going to plan,” Bishop says. “We're making good progress for laying pipe onshore. We're laying pipe offshore. We've prepared the ground where Guyana's power plant is going to be and handed that back to government.” Once the power plant is up and running, Guyanese officials believe it will not only cut emissions, but also reduce consumers’ power bills by up to 50%. The Bottom Line
Make no mistake, Stabroek is a long-term project. When asked how long the development phase of the resource would take, Bishop says the project “is still in its infancy. We’ve only been in production on the initial project for four years. When you think about it, a reservoir’s life is 20, 30, 40 years, we’re in the infancy of it. It doesn’t take an expert to say it will be a couple of decades.”
Bishop notes that the company’s primary license runs for 20 years, and at the end of that it provides for a 10-year extension assuming the operators are in good standing with the government. And it is reasonable to believe the consortium will discover additional resource plays in the coming years as it proceeds through the development process. So, it is no wonder that the 30% piece of Stabroek is the central prize Chevron seeks to obtain through its Hess Corp. acquisition. It is, after all, one of the most massive prizes under development globally, a resource so immense it has reignited a territorial constroversy between neighboring countries.
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Post by Blitz on Mar 7, 2024 8:54:51 GMT -5
ExxonMobil files arbitration case for Guyanese oil field rights in blow to Chevron-Hess merger Kevin Crowley, Bloomberg March 06, 2024 www.worldoil.com/news/2024/3/6/exxonmobil-files-arbitration-case-for-guyanese-oil-field-rights-in-blow-to-chevron-hess-merger/(Bloomberg) – Exxon Mobil Corp. filed for arbitration to retain pre-emption rights in a giant Guyanese oil field, threatening Chevron Corp.’s attempt to acquire a stake via its pending $53 billion takeover of Hess Corp. Exxon filed for arbitration in the International Chamber of Commerce in Paris on Wednesday, Senior Vice President Neil Chapman said during a Morgan Stanley conference. Exxon, as 45% owner and operator of the Guyana project, believes it has a right of first refusal over any change of hands in Hess’ 30% stake and would consider matching Chevron’s valuation, he said. Exxon’s move is a blow not only to Chevron and Hess, but also to several hedge funds wagering billions in arbitrage bets pegged to the deal’s closing. The ICC filing represents a major escalation in the unprecedented public dispute between America’s biggest oil drillers over the world’s fastest-growing major crude development. Chevron’s deal to buy Hess amounts to a circumvention of Exxon’s pre-emption rights, Chapman said. While the joint-operating agreement with Hess and other partners in Guyana is confidential, Exxon is “very, very confident” in its position, he said. “We understand the intent of this language of the whole contract because we wrote it,” Chapman said. “The Chevron-Hess transaction, what it really did, is it attempted to circumvent the commercial purpose” of the agreement. Chevron is “fully committed” to the Hess deal and is confident in its position, the company said in a statement. “We look forward to closing the transaction on the terms we’ve agreed.” Hess didn’t immediately respond to requests for comment. Guyana’s Stabroek block is the main reason why Chevron wants to buy Hess, and the California-based oil giant has said it would cancel the entire deal if the company’s stake was not included in transaction. Hess shares fell as much as 2.5% on the news. Chevron pared earlier gains and was down 0.4% at 2:48 p.m. in New York. Spreads between the shares of Chevron and Hess, which agreed to the all-stock deal in October, have also been roiled by Venezuela’s repeated claims to two-thirds of Guyana’s territory, threatening the South American country’s oil fields. Arbitration at the ICC typically takes months, Chapman said. Previously, Chevron had been expected to close the deal by the middle of this year. Hess would pay Chevron a break-up fee of about $1.7 billion if the transaction falls apart. There’s little possibility of Exxon immediately buying Hess’ stake in the Guyana field given that Chevron would cancel the deal if it lost at arbitration. But Chapman did not rule out buying it in the future. “The pre-emption rights are to give us the opportunity to look at the value, which we can then match if we choose to do so,” he said.
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Post by Blitz on Mar 7, 2024 10:04:19 GMT -5
Exxon Signals Potential Counter Offer for Hess's Guyana Assets By Sabrina Valle Mar 6, 2024 www.oedigital.com/news/512054-exxon-signals-potential-counter-offer-for-hess-s-guyana-assetsExxon Mobil Corp on Wednesday said it filed a contract arbitration claim disputing Hess Corp's proposed sale of its Guyana oil properties, and suggested it may counter Chevron Corp's pending deal for the assets. The arbitration case seeks to preserve Exxon's right to acquire Hess's 30% stake in the giant Stabroek offshore oil block, Senior Vice President Neil Chapman said in a conference on Wednesday. Stabroek, which is consider the largest oil discovery in decades, is the prize in Chevron's bid for Hess. Exxon made clear for the first time it would bid for the Hess's Guyana properties if Chevron proceeds with its proposed $53 billion Hess purchase. "I don't know if the Chevron transaction is going to proceed or not, that is in their hands," Chapman said at a Morgan Stanley event in New York. "If there is a transaction, we plan to exert our preemption rights," he said. Chevron and Hess have said they believe the rights do not apply as the transaction would involve a merger with the parent company that would keep Hess's Guyana subsidiary intact. “We remain fully committed to the transaction, and are confident in our position. We look forward to closing the transaction on the terms we’ve agreed,” Chevron spokesperson Braden Reddall said in a statement. Chevron's bid for Hess is "an attempt to circumvent" the joint operating agreement that governs the partners' roles in the Stabroek block, Chapman said. Exxon's challenge could prove fruitful even if it does not end up enlarging the oil company's holdings, analysts have said. Its arbitration filing "could be a negotiating stance," said Mark Kelly, CEO of financial firm MKP Advisors. Wednesday's drop in Hess stock "suggests that the market is somewhat happy" with Exxon's stance it has a right to Hess’ stake in Guyana, he said. Hess shares fell 1.6%, Exxon shares were up 1% and Chevron's stock was down a fraction, in afternoon trading. Exxon now holds a 45% stake in the consortium and operates all of its production. If it bought Hess's share, it would hold 75% of the block. A contract arbitration case typically takes six months or more, Chapman said. "The preemption rights are to give us the opportunity to look at the value, which we can then match should we choose to do so," Chapman said. The company has been negotiating with Chevron and Hess over its right of first refusal to any sale of Hess's Stabroek stake. It formally filed for arbitration on Wednesday with the International Chamber of Commerce after failing to reach agreement, he said. "We, as participant (in the block), have the rights to match a reasonable allocation of the value of the Hess transaction," Chapman said. "Disputes take place all the time, and they get resolved. The only real difference is this is in the public domain." Exxon's arbitration filing raises the stakes for Chevron but also adds a new wrinkle to the largest U.S. oil company's $60 billion proposed purchase of Pioneer Natural Resources. That deal would make Exxon the largest oil producer in the top U.S. oil field.
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Post by Blitz on Mar 7, 2024 10:09:22 GMT -5
To me, it appears that if Hess were to sell it's Stabroek stake but remain as an independent oil company otherwise with all the rest of it's assets, then Exxon would have a case. But in this case, ALL of Hess was purchased by Chevron, so the acquiring company, by virtue of the fact that all of Hess's interests are still intact within the acquiring company, retains ownership of Hess's assets. If one thinks of the Chevron/Hess combination as a "merger", rather than an acquisition, it becomes more meaningful. Regardless, it's quite possible that Hess and Chevron could move to slow the timelines of Stabroek development until this matter is resolved. This morning on CNBC, your point regarding Hess remaining an independent was a key part of how the courts or arbitrators would decide the first right of refusal issue.
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Post by Blitz on Mar 11, 2024 8:45:56 GMT -5
Will this CVX deal end up being the bride left at the alter, again? That might not be so bad for the deepwater drillship market if it also mean Hess would have to compete for more spec floaters. And now this... Chevron's CEO Faces Challenges of a Lifetime with Hess Bid By Sabrina Valle Mar 8, 2024 www.oedigital.com/news/512105-chevron-s-ceo-faces-challenges-of-a-lifetime-with-hess-bidChevron CEO Michael Wirth (Photo: Chevron) Chevron CEO Michael Wirth is facing a head-to-head match with Exxon Mobil with his $53 billion bid for Hess and its stake in oil hotspot Guyana, and could wind up trapped in a dispute between two of South America’s biggest energy rivals. On Wednesday, Exxon filed an arbitration claim that could block Hess' proposed merger with Chevron. The sale includes Hess' 30% stake in a consortium that has discovered more than 11 billion barrels of oil in Guyana's Stabroek offshore block, which analysts say has potential recoverable oil at upwards of 20 billion barrels. Exxon, which holds a 45% share of the consortium, with Hess and CNOOC owning minority stakes, claims the operating agreement governing the group gives it a right of first refusal to any sale of Hess's Guyana oil assets. The contest for a share of the largest oil discovery in almost two decades could soon test Wirth’s famously calm demeanor. But a deal would be a legacy-maker for Wirth, who is known at the second-largest U.S. oil firm as an affable but firm boss. Wirth won accolades on Wall Street for his refusal to get involved in a bidding war for Anadarko Petroleum in 2019, and then moved to boost Chevron’s reserves through a series of small deals. His ability to play a long-game served him well in Venezuela, where he held onto the company's properties there amid years of hyperinflation and punishing U.S. sanctions. The 63-year-old executive declined to be interviewed. A spokesperson, however, stressed the company remains "fully committed to the transaction, and is confident in our position. We look forward to closing the transaction." Two broken deals? If Exxon's challenge blocks Chevron's purchase, it would be the second time a deal slipped through Wirth's fingers. His $33 billion offer for Anadarko, just a year after he took over as Chevron CEO, was snatched away with a higher bid by Occidental Petroleum. “The truth is that Wirth has been slow to come to the party and a step behind on almost everything,” said Bill Smead, founder and chairman of Smead Capital Management, who said Wirth also missed an opportunity in 2022 to buy Occidental with Anadarko's assets for $32 billion, less than the 2019 offer. “Because of making decisions like that, he is in a food fight over assets in Guyana,” said Smead. Wirth won a $1 billion breakup fee in the Anadarko loss, but Exxon said this week it would consider exercising its preemption right if Chevron pursues its bid. If Chevron drops the deal, Hess could be potentially off the hook for a $1.7 billion break up fee. Exxon left open the prospect of a negotiated settlement. Its arbitration claim before an international tribunal could take about six months or more to resolved, said Exxon Senior Vice President Neil Chapman, pushing back Chevron's goal of closing the deal by mid-year. Hess on Thursday said it was reviewing the timeline for closing the deal. Analysts said the dispute could go either way. "It is still very possible" that Exxon sees the need to bid for Hess before a Chevron-Hess shareholder vote, which could happen in the next couple of months, said Mark Kelly, CEO of financial advisory firm MKP Advisors. "Exxon has seemingly implied it really wants to own Hess’ stake in Guyana, so it potentially needs to put something competing on the table prior to a Chevron-Hess vote," he said. Paul Sankey, an analyst with Sankey Research, said the other possibility is that Chevron is forced to pay Exxon to allow the deal to proceed. "There's the possibility that (Chevron) cuts them a check and just says, "can you go away please? And there's the possibility that they (Exxon) goes to arbitration and delays the deal," he said. Border tensions Wirth’s misfortunes have piled up around the globe. Last autumn, he delayed for a second time a major expansion project in a Kazakhstan oilfield where it is the operator and Exxon is a partner. Later, Venezuelan President Nicolas Maduro reactivated a century-old border dispute with Guyana and threatened to take over Guyana's oilfields by force. “He (Wirth) has to stay super neutral and lay low,” while the two countries settle the dispute, said Francisco Monaldi, an expert on Latin American energy at Rice University’s Baker Institute for Public Policy. "It would make sense for Chevron to treat Guyana an investment in which they are not making any decisions," he said. "It would make it easier for the Venezuelan government not to have to acknowledge that Chevron would be on both sides" of the dispute border. As the only U.S. oil major that remained in Venezuela despite U.S. sanctions on the OPEC nation since 2019, Wirth faces a new challenge to its Venezuela operations. Chevron last month produced about 180,000 barrels per day from its joint ventures in Venezuela - output that could again be barred from delivery to its U.S. customers if the sanctions are allowed to snap back. "Everyone says he (Wirth) is a nice guy, he is in the right business, he will figure it out," Smead said. "If not this deal, he will get the next one." (Reuters - Reporting by Sabrina Valle; Editing by Marguerita Choy)
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Post by bjspokanimal on Mar 11, 2024 9:56:31 GMT -5
Stabroek would be developed faster with more players pumping cap-ex into it so hopefully, Chevron will prevail. That's how Guyana's Government feels about it too.
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Post by Blitz on Mar 18, 2024 11:22:23 GMT -5
Despite Guyana tiff, ExxonMobil leader says it’s not challenging Chevron-Hess merger ExxonMobil chief executive Darren Woods says company not eyeing Hess acquisition ExxonMobil chief executive Darren Woods.Photo: ANDREW MANGUM/UPSTREAM Robert Stewart, North America Energy Correspondent, Houston - Updated 18 March 2024, 10:44 www.upstreamonline.com/field-development/despite-guyana-tiff-exxonmobil-leader-says-it-s-not-challenging-chevron-hess-merger/2-1-1614039ExxonMobil chief executive Darren Woods said his company is not aiming to disrupt the proposed Chevron-Hess merger, despite the US supermajor’s rights challenge over an offshore Guyana block that is central to the megadeal. “We’re not challenging the Chevron-Hess merger,” Woods said on Monday during an opening session at CERAWeek by S&P Global in Houston. “We were basically standing up for what we believe is a fundamental right that exists within the contract that the partner signed when developing that resource.” ExxonMobil has initiated arbitration proceedings to assert its rights concerning oil discoveries in Guyana’s prolific Stabroek block, Upstream has reported. If successful, the move could upend Chevron’s $53 billion acquisition of Hess, which has a 30% interest in Stabroek. ExxonMobil operates the block with a 45% stake, while CNOOC Ltd holds 25%. Woods laughed after Daniel Yergin, the chair of CERAWeek, led the session with a question for Woods about the Guyana tiff. Woods said his company is merely trying to do what is in the best interest of ExxonMobil by asserting its right in the Guyana development, which he said could be one of the most successful deepwater projects of all time.
He said the contract for the Guyana development has “protocols in place” if a partner wants to leave it. Shortly thereafter, Yergin asked whether ExxonMobil would pursue a Hess acquisition if the Chevron deal collapses. Woods denied any interest, saying his company “wouldn’t have waited for Chevron” to make an offer if it had wanted Hess. Woods also addressed ExxonMobil’s lawsuit trying to prevent a proposed climate resolution, pushed by climate activist investors, from being put up for a vote at the US supermajor’s shareholder meeting in May. Woods said the shareholders being sued “are not legitimate investors” and have “hijacked” the shareholder process to advance their own agendas. “Hopefully (the lawsuit) will help correct what has been a distortion of a process… that has been misused,” Woods said.
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Post by bjspokanimal on Mar 19, 2024 11:49:08 GMT -5
The above is quite a word salad. How do you assert your right of first refusal on Hess's stabroek stake without disrupting the Chevron/Hess merger?
Everybody knows that Chevron's interest in buying Hess is Hess's Stabroek stake and everybody knows Exxon doesn't want Hess beyond it's Stabroek holdings. The difference between them, is that Chevron is willing to buy all of Hess and deal with the non-Stabroek part of it separately whereas anything beyond Stabroek is too messy for Exxon.
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Post by Blitz on Mar 20, 2024 8:25:17 GMT -5
Feb Data: Production steady at Exxon’s Stabroek Block projects By Kemol King, March 20, 2024 oilnow.gy/featured/feb-data-production-steady-at-exxons-stabroek-block-projects/Data from Guyana’s Ministry of Natural Resources indicates that in the month of February, ExxonMobil’s Liza 1 and 2 developments demonstrated the steadiest output at their respective peak ranges since production began. Payara was also stable with just a few days of dips in output. The Stabroek Block projects, including Payara, collectively averaged 626,000 barrels per day (b/d). This is a 4% increase from the 602,000 b/d rate in January. However, given fewer days in the month, total production in February decreased to 18.2 million barrels from 18.7 million in January. While they collectively peaked at 647,000 b/d on February 26, the projects’ individual peaks indicate they can produce as high as 652,000 b/d. Liza 1 averaged 160,000 b/d and peaked at 163,000 b/d. Liza 2 averaged 252,000 b/d and peaked at 254,000 b/d. Payara averaged 214,000 b/d and peaked at 235,000 b/d. Payara achieved first oil in November 2023 and surpassed its initial target production of 220,000 b/d in January. Exxon intends to optimize production at this project to hit 250,000 b/d. Exxon plans to take the Liza field offline for a few weeks in the second half of the year. The period will facilitate hook up for the Gas-to-Energy pipeline. All the FPSOs operating offshore Guyana to date have been built by Dutch floater specialist, SBM Offshore. ExxonMobil has a 45% operating stake in the Stabroek Block, while Hess has a 30% stake and China’s CNOOC has a 25% stake.
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Post by Blitz on Mar 21, 2024 6:58:18 GMT -5
Of note, it has only been 5 years since oil was discovered offshore Guyana. In terms of deepwater offshore oil which is very long-term... this is fast progress. Guyana admits to 11 billion bbls in discovered reserves. Some Guyana officials claim it's more like 30 billion bbls. Exxon's Liam Mallon, ExxonMobil’s upstream president, says it's the most exciting discovery has seen in his 40-yr career. So it's fight on offshore Guyana. ExxonMobil shows why it’s fighting so hard for prolific Guyana play Stabroek, which could upend Chevron-Hess deal, called ‘incredible success story’ Robert Stewart, North America Energy Correspondent, Houston - Published 20 March 2024, 16:43 www.upstreamonline.com/exploration/exxonmobil-shows-why-it-s-fighting-so-hard-for-prolific-guyana-play/2-1-1615623On the first day of the CERAWeek by S&P Global event in Houston, ExxonMobil chief executive Darren Woods defended the US supermajor’s arbitration pursuit to maintain its rights in the Stabroek block offshore Guyana. Liam Mallon, ExxonMobil’s upstream president, didn’t address the fight directly Wednesday, but he outlined why Stabroek is such a prize for his company. “In my 40-year career, I have never worked on anything so exciting and so prolific,” Mallon said at a CERAWeek session. You need a subscription to read this story ////////////////////////// ExxonMobil Continues to Find Oil in a Place Chevron Really Wants to Be Story by Matt DiLallo - March 19, 2024 www.msn.com/en-us/money/other/exxonmobil-continues-to-find-oil-in-a-place-chevron-really-wants-to-be/ar-BB1k9hV6ExxonMobil (NYSE: XOM), its partners Hess (NYSE: HES), and China's CNOOC have found a treasure trove of oil in the Stabroek block offshore Guyana. The Exxon-operated venture recently unveiled its latest discovery: Bluefin. It's the first one this year and the 30th since the initial discovery in 2015. Rival oil giant Chevron (NYSE: CVX) wants a piece of that action. That led it to seal a deal to buy Hess for about $60 billion. However, Exxon doesn't plan to let its rival into this lucrative field without a fight. Here's why these big oil behemoths want Hess' interest in the Stabroek block. An offshore oil goldmine ExxonMobil and its partners made their first significant oil discovery offshore Guyana (Liza) in 2015. The companies made a final investment decision to develop that discovery (Liza phase 1) two years later. It started production in 2020, less than five years after its discovery, which is extremely fast for an offshore oil project. The partners have since made 30 total discoveries, including Bluefin. Those discoveries hold more than 11 billion barrels of oil equivalent resources. The companies have made final investment decisions on several projects. The region currently produces 645,000 barrels per day and should reach over 1.2 million barrels per day by 2027 when its sixth project comes online. Exxon ultimately envisions investing $40 billion across 10 projects to fully develop this resource. Offshore Guyana is a treasure for Exxon and its partners. The production costs are very low, enabling the companies to earn high profit margins. The production also has a low carbon intensity. These features enable Exxon to achieve its goals of growing its profits while reducing its carbon footprint. Fighting over the oil field Hess' 30% interest in the Exxon-operated Stabroek block is the main reason Chevron is trying to acquire the company. The oil giant highlighted, "The acquisition of Hess upgrades and diversifies Chevron's already advantaged portfolio. The Stabroek block in Guyana is an extraordinary asset with industry leading cash margins and low carbon intensity that is expected to deliver production growth into the next decade." The company estimates that the acquisition would enable it to double its free cash flow by 2027 at $70 oil while extending its production and free cash flow growth outlook into the 2030s. Driving that view is the high-margin production the region currently produces and the visible growth on the horizon as Exxon develops additional projects. The Stabroek block is so valuable to Exxon that it's trying to exert its pre-emptive rights to buy Hess' stake in the field, which it believes Chevron's deal triggered. That would enable Exxon and its other partner to increase their stake in the valuable oil field. Exxon has made it clear that it has no desire to buy Hess; it could have bought the oil company instead of Pioneer Natural Resources. It wants to preserve its right to acquire Hess' interest in the valuable Stabroek block. The companies are currently in arbitration over the dispute. If Exxon wins, Chevron will likely abandon its deal for Hess. That would diminish its growth profile, given that acquiring Hess was the key to enhancing and extending its growth outlook. Meanwhile, Exxon could then make an offer to acquire Hess' operations in Guyana to enhance its long-term growth outlook. On the other hand, a Chevron victory would enable it to buy Hess and enhance its already strong long-term growth outlook. An epic battle for a world-class oil field Guyana is one of the four pillars of Exxon's long-term growth strategy. The region is getting more valuable with each discovery. That's why Exxon is fighting with Chevron for control over Hess's stake in the lucrative oil field. The winner of that epic battle of big oil behemoths will be able to enhance and extend their growth outlook. That makes it a very interesting development for investors to watch.
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Post by Blitz on Mar 21, 2024 10:41:08 GMT -5
Chinese partner sparks legal showdown in Guyana’s golden block CNOOC Ltd joins ExxonMobil and Hess in fight over oil rights for Stabroek block, adding risk to Chevron’s mega-deal CNOOC Ltd chairman Wang Dongjin Photo: CNOOC LTD Xu Yihe, Asia Correspondent, Singapore - Updated 21 March 2024, 09:15 www.upstreamonline.com/finance/chinese-partner-sparks-legal-showdown-in-guyana-s-golden-block/2-1-1615982Chinese offshore giant CNOOC Ltd has started arbitration proceedings to assert its rights over oil discoveries in Guyana’s prolific Stabroek block. This move marks the third arbitration filing to the International Chamber of Commerce in Paris, following similar moves by partners ExxonMobil and Hess. CNOOC Ltd said the aim is to exercise its right of first refusal over Hess’s stake in the Stabroek block, hinting at a potential counter-offer for the coveted assets. You need a subscription to read this story
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Post by Blitz on Mar 22, 2024 5:03:27 GMT -5
Well, this is certainly escalating... All Stabroek Block partners have now joined arbitration fight over Hess stake OilNOW - March 22, 2024 oilnow.gy/featured/all-stabroek-block-partners-have-now-joined-arbitration-fight-over-hess-stake/All Stabroek Block partners have now filed for arbitration in wake of the 2023 announcement by Chevron that it struck a deal to acquire Hess Corporation. A big part of the deal for the U.S. major is the 30% stake Hess has in the Guyana block, where over 11 billion oil-equivalent barrels have been discovered so far. CNOOC, the Chinese partner and 25% stakeholder filed recently with the International Chamber of Commerce. This follows similar moves by Exxon and Hess. Exxon and CNOOC aim to tap the right of first refusal (ROFR) clause in their joint operating agreement (JOA) with Hess for the block. They believe that they have a right to be offered the Hess stake before it can be offered to Chevron. However, Chevron and Hess believe the clause does not apply to the acquisition deal. Darren Woods, ExxonMobil’s Chief Executive Officer, clarified recently that Exxon is not trying to buy Hess, but to establish its rights over the Guyana asset. The Stabroek Block is currently producing well over 620,000 barrels per day of oil from three projects, according to recent data from Guyana’s Ministry of Natural Resources. Three more will be added in the lead-up to 2027. Exxon, the operator, is on track to produce 1.2 million barrels per day (b/d) by then. Exxon recently made another discovery at the Bluefin-1 well.
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Post by bjspokanimal on Mar 22, 2024 21:25:50 GMT -5
This is definitely turning into a fight. Stabroek is a helluva prize.. considered to contain 30 billion barrels by the more aggressive estimates. Our hope for Transocean S/B that this gets resolved quickly because the more they fight, the more likely it is that E&D in the block is hampered.
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Post by Blitz on Mar 23, 2024 10:02:19 GMT -5
Exxon Is Sure It Has Right Of First Refusal In Spat Over Guyana Oil Assets By Julianne Geiger - Mar 22, 2024, 4:30 PM CDT oilprice.com/Latest-Energy-News/World-News/Exxon-Is-Sure-It-Has-Right-Of-First-Refusal-In-Spat-Over-Guyana-Oil-Assets.htmlExxon has “strong feelings” that it is right in its view of the right-of-first-refusal provision in its spat over oil assets in Guyana, Exxon Senior Vice President Jack Williams told Bloomberg on Friday—in part because it wrote the contract governing the project.
Exxon has accused Chevron of trying to get around the right of first refusal provision by merging with Hess Corp—a deal that would hand Chevron Hess’s 30% stake. Chevron has argued that the right of first refusal doesn’t apply to mergers. Hess and Exxon—and China’s CNOOC, which has also moved to arbitrate the deal against Chevron—have a joint operating agreement that dictates the terms for all consortium members. Exxon said the dispute will make for an “interesting arbitration”, but pointed out that since they wrote the provision themselves, they’re pretty sure they know the intent behind it. Exxon balked after Chevron announced it would merge with Hess, arguing that it was owed a chance to purchase its JV partner’s mouthwatering stake in the Guyana deepwater oil block known as Stabroek. Exxon did say, however, that it was not interested in purchasing Hess as a whole—just that it wanted to establish rights over Hess’s assets in Guyana specifically. Exxon currently operates and owns 45% of the block. The arbitration case against Chevron could last as many as 6 months. “We have built into that contract a remedy, which is to take it to an arbitration, so we’re just going to exercise that remedy, and let an impartial panel decide who’s right, whose interpretation is right. And so we’ll just let that play out,” Williams said. Hess, Exxon, and CNOOC announced yet another oil discovery last Friday, known as Bluefin, adding even more to the attraction of Hess’s Guyana assets. By Julianne Geiger for Oilprice.com
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Post by Blitz on Mar 29, 2024 7:05:06 GMT -5
Hess Board Recommends Merger With Chevron By Charles Kennedy - Mar 29, 2024, 2:57 AM CDT oilprice.com/Latest-Energy-News/World-News/Hess-Board-Recommends-Merger-With-Chevron.htmlThe board of directors of Hess Corp. unanimously recommended that shareholders vote in favor of the merger with Chevron. That’s according to a regulatory filing the company made this week as Exxon’s challenge of the $53-billion deal continues. Chevron and Hess struck the merger deal late last year but soon after Exxon said its partnership terms with Hess Corp. give it—and their third partner, Chinese CNOOC—the right of first refusal to the acquisition of Hess Corp.'s stake in the Stabroek Block. This is the patch of offshore acreage where the consortium has made a string of more than a dozen discoveries, tapping an estimated 11 billion barrels and counting. It is also a central reason for Chevron to acquire Hess Corp., with the company admitting that without this stake the merger basically wouldn’t be worth the effort. The move sparked speculation that Exxon might try to take over Hess Corp. itself. Exxon has denied that. In response to the Hess Corp. filing this week it issued a statement that supported the merger. “We look forward to continuing our successful operations in the Stabroek block with Chevron, pending the deal closing,” the statement said, according to Hess. Even so, Exxon is moving forward with its arbitration case regarding the merger, seeking to assert its rights in the Stabroek Block, per CEO Darren Woods. "We're basically standing up for what we believe is a fundamental right," Woods told Reuters on the sidelines of CERAWeek. The company, he said was seeking to "secure and confirm the rights in that contract gives the existing partners." Despite its stated support for the merger, Exxon might still derail it: the Reuters report citing Woods also said that Exxon has not ruled out buying out Hess from the Guyana project. Hess has a 30% interest in the Stabroek Block. By Charles Kennedy for Oilprice.com
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Post by Blitz on Mar 30, 2024 9:16:17 GMT -5
Exxon, Cnooc Merge Guyana Arbitration Claims Against Chevron by Bloomberg|Kevin Crowley | Friday, March 29, 2024 | 10:00 AM EST www.rigzone.com/news/wire/exxon_cnooc_merge_guyana_arbitration_claims_against_chevron-29-mar-2024-176241-article/Exxon Mobil and Cnooc merged arbitration claims against Chevron's proposed takeover of Hess. Exxon Mobil Corp. and Cnooc Ltd. merged arbitration claims against Chevron Corp.’s proposed takeover of Hess Corp. that would allow the US oil supermajor to enter Guyana’s Stabroek Block. The unified arbitration was approved after a March 26 application, according to a Hess letter to stockholders included in a Chevron a regulatory filing on Thursday. Exxon and Beijing-based Cnooc, which own 45% and 25% of Stabroek, respectively, argue they have a right of first refusal over Hess’s stake in the block. “Chevron and Hess believe that ExxonMobil’s and CNOOC’s asserted claims are without merit,” according to the filing. Hess “intends to vigorously defend its position in the arbitration proceedings and expects the arbitration tribunal will confirm that the Stabroek ROFR does not apply to the merger.” The dispute over a contract written more than a decade ago is unprecedented in the modern history of Big Oil and threatens to upend Chevron’s $53 billion deal to buy Hess. In the filing, Hess noted that Exxon published a statement in October “indicating its support” for the deal before reversing course six months later. Hess reiterated its confidence in winning the arbitration case “based on the express terms of the Stabroek” contract, it said. Exxon has accused Chevron and Hess of attempting to “circumvent” the contract, which is private. “We understand the intent of this language of the whole contract because we wrote it,” Exxon Senior Vice President Neil Chapman said on March 6.
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Post by Blitz on Apr 1, 2024 11:25:26 GMT -5
Chevron, Hess Confident Embattled Merger Will Close Mid-2024 by Jov Onsat|Rigzone Staff | Monday, April 01, 2024 | 2:30 AM EST www.rigzone.com/news/chevron_hess_confident_embattled_merger_will_close_mid2024-01-apr-2024-176253-article/Hess Corp. and Chevron Corp. have insisted they can complete their merger mid-2024 despite arbitral proceedings launched by Exxon Mobil Corp. over Guyana’s Stabroek block. “The parties currently expect to complete the transaction in the middle of 2024”, Hess said in a letter to shareholders, made public as an attachment to a recent regulatory disclosure by Chevron. The joint announcement of the merger last year gave the first half of 2024 as the expected date of closure. The merger would result in Chevron taking over Hess’ stake in Stabroek. ExxonMobil operates the offshore block with a 45 percent interest through Esso Exploration and Production Guyana Ltd., while Hess subsidiary Hess Guyana Exploration Ltd. (HEGL) holds a 30 percent interest. China National Offshore Oil Corp’s CNOOC Petroleum Guyana Ltd. holds the remaining 25 percent. However ExxonMobil initiated arbitration proceedings March 6 before the International Chamber of Commerce tribunal asserting that a pre-emption right accorded to each of the three parties in the Stabroek joint operating agreement (JOA) applies to Chevron’s acquisition of Hess. A pre-emption right or right of first refusal (ROFR) allows a partner to prevent a co-venturer from selling a stake to an outside party without first offering the stake to the partner. Hess filed for arbitration March 11 with the opposite claim. China’s state-owned CNOOC followed suit March 15 with the same claim as ExxonMobil. The cases have been confirmed in filings with the U.S. Securities and Exchange Commission (SEC). In a simplification of the court process, Hess said in the letter the three Stabroek co-venturers agreed to unify the arbitration cases into one. “On March 26, 2024, following a joint application by the parties, the authority administering the arbitration consolidated the three arbitration proceedings”, Hess told stockholders in the letter. “Chevron and Hess believe that the Stabroek ROFR does not apply to the merger due to the structure of the merger and the language of the Stabroek ROFR provisions”, Hess said. “HGEL intends to vigorously defend its position in the arbitration proceedings and expects the arbitration tribunal will confirm that the Stabroek ROFR does not apply to the merger”, Hess added. “If the arbitration does not result in a confirmation that the Stabroek ROFR is inapplicable to the merger, and if Chevron, Hess, Exxon and/or CNOOC do not otherwise agree upon an acceptable resolution, then there would be a failure of a closing condition under the merger agreement, in which case the merger would not close, and, pursuant to the terms of the Stabroek JOA, the Exxon affiliate and the CNOOC affiliate would cease to have rights under the Stabroek ROFR with respect to the merger”, the letter said. “In that event, Hess would remain an independent public company and would continue to own its participating interest in the Stabroek Block. “Based on the express terms of the Stabroek JOA, Chevron and Hess do not believe there is any material likelihood that the circumstances described in this paragraph will occur”. With discovered recoverable resources of over 11 billion barrels of oil equivalent according to Hess, the 6.6 million-acre block is the main reason behind Chevron’s $60 billion purchase of Hess announced October 23. Chevron or Hess may themselves junk the merger deal if completion is not achieved by October 22, 2024, or if extended, April 22, 2025, or October 22, 2025, under the terms of the agreement, according to Hess. The merger agreement had set April 18, 2024, as the end date but both New York-based Hess and California-based Chevron have waived the termination right available to either party with respect to the April end date, according to Hess. In another potential hurdle, Guyanese authorities could assert a requisite approval on their part over the merger, Hess said. “As of the date of this proxy statement/prospectus, the parties do not anticipate that any such approval will be required from any Guyanese governmental body, agency or authority”, read the letter. Meanwhile in the U.S., Chevron and Hess continue to work to clear an anti-trust review by the Federal Trade Commission, Hess said in the letter. While the letter voiced confidence about the closure timeline, Hess had told employees in an email March 6, 2024, a copy of which was posted on the SEC, that the consummation could be delayed due to the arbitration.
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