It is only 5 months into 2021, and already Bloomberg estimates that merger and acquisition (M&A) activity in the US shale patch has more than doubled over the equivalent period in 2020 to over US$10 billion. Given that Covid lockdowns sapped energy from shale drilling from March 2020 and what was left was decimated again in April 2020 when US WTI prices (briefly) collapsed into negative territory. From this point onwards, it may not take much to maintain this doubling of M&A activity in the US shale patch over the next 7 months. But don’t call this a new trend; call it what it is: the inexorable centralisation of US shale as the long freewheeling Wild West years give way to corporate consolidation.
Even before Covid had been unleashed upon an unsuspecting world, this consolidation was already in full swing. When the US shale revolution first began accelerating in the early 2010s – when crude oil prices were high and acreage was cheap – there were thousands, maybe even tens of thousands, of small independent drillers vying alongside medium and large upstreamers busy striking riches across American shale basins such as Bakken, Eagle Ford, Marcellus and, of course, the Permian. But too many cooks spoiled the soup. The US shale drillers who were acting capitalistically without concern for discipline incurred the wrath of OPEC and caused the oil price bust in 2014/2015. For larger players were deep pockets and wide portfolios, the shock could be absorbed. But for the small, single field or basin players, it was bankruptcy staring them in the face. The sharp natural productivity dropoff of shale fields after initial explosive output meant profits had to be made super quick and super fast; if debt kept mounting up, then drillers must keep pumping to merely stay alive. But there is another option: merge or acquire. And so those thousands of players started dwindling down to hundreds.
But it wasn’t enough. Even though crude prices began to recover from 2016, it never again reached the dizzying levels of the boom years. Debt accumulated turned into debt to be repaid. And the financial community got wiser. Instead of being blinded by the promise of shale volumes, investors and shareholders started demanding value and dividends. Easy capital was no longer available to a small shale driller. And because of that no new small shale drillers emerged. Instead, the big boys arrived. Because shale oil and gas still held vast potential, the likes of ExxonMobil, Shell and Chevron started moving in. ExxonMobil went as far as calling the Permian its ‘future’ (though this was in the days before its super discoveries in Guyana were announced). With consolidation came cohesion. Instead of a complicated patchwork of small plots, a US shale operator’s modus operandi was now to look to its left or right for land that someone else owned which could be stitched up into its own acreage forming a contiguous asset. And so those hundreds of players started becoming dozens.
In late 2020, this drive ratcheted up as the prolonged Covid-caused fuels depression freed up plenty of candidates for deep-pocketed players. ConocoPhillips bought Concho Resources for US$9.7 billion. Pioneer Natural Resources snapped up Parsley Energy for US$4.5 billion. Chevron closed its US$5 billion acquisition of Noble Energy (after failing to acquire Anadarko after being outbidded by Occidental Petroleum in 2019), while Devon Energy snapped up WPX Energy for US$2.56 billion. All four were driven by the same motive – to expand foothold and stitch up shale assets (particularly in the Permian). This series of M&As rejigged the power balance in the Permian, propelling the four buyers into the top eight producers in the basin, joining Occidental, EOG, ExxonMobil and Chevron. These top eight Permian producers now have output of over 250,000 b/d, accounting for nearly 60% of the basin’s 4.5 mmb/d output.
You would think that this trend would continue until the Permian Big Eight became the Permian Big Four for Five. And this could still happen. But the latest M&A activity from a major Permian player suggests that the ambition may well be too constrained. Cimarex Energy, the tenth largest player in the Permian with output of some 100,000 b/d, just entered into a merger to create a US$17 billion Houston-based shale driller. But its partner was not, say, fellow Permian buddy SM Energy (80,000 b/d) or Ovintiv (75,000 b/d). Instead, Cimarex chose Cabot Oil & Gas, a gas-focused player that operates almost entirely in the Marcellus shale basin in Appalachia, over 1500km away from the Permian.
In response to the merger, share prices of both Cimarex and Cabot fell. Analysts cited a dilution of each company’s core focus (along with the meagre premium) as concerns; implying that investors would be happier if Cimarex stayed and grew in the Permian, and Cabot did the same in Marcellus. But that’s a narrow way of thinking that both Cimarex and Cabot were happy to refute. “This is a long term move,” said Cimarex CEO Tom Jorden. “This combination allows us to be ready for those (swings in commodity prices)”.
While pursuing in-basin opportunities could make shareholders happy in the short-term, a multi-basin deal might be a surprise but is also a canny long-term move. After all, at some point the Permian will run out of oil. And so will gas in Marcellus. Or the US government could accelerate its move away from fossil fuels. If an energy company puts all of its eggs into one basket – or basin, in this case – then when the river runs dry, the company’s profits evaporate. It is a consideration that other single-basin focused players like Pioneer, EOG and Diamondback will need to start thinking about, which is a luxury that other integrated players with Chevron and ExxonMobil already have. Consolidation in American shale basins is inevitable. But what is far more interesting is the new potential of cross-basin consolidation.
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On 10 December 2021, if all goes to plan Royal Dutch Shell will become just Shell. The energy supermajor will move its headquarters from The Hague in The Netherlands to London, UK. At least three-quarters of the company’s shareholders must vote in favour of the change at the upcoming general meeting, which has been sold by Shell as a means of simplifying its corporate structure and better return value to shareholders, as well as be ‘better positioned to seize opportunities and play a leading role in the energy transition’. In doing so, it will no longer meet Dutch conditions for ‘royal’ designation, dropping a moniker that has defined the company through decades of evolution since 1907.
But why this and why now?
There is a complex web of reasons why, some internal and some external but the ultimate reason boils down to improving growth sustainability. Royal Dutch Shell was born through the merger of Shell Transport and Trading Company (based in the UK) and Royal Dutch (based in The Netherlands) in 1907, with both companies engaging in exploration activities ranging from seashells to crude oil. Unified across international borders, Royal Dutch Shell emerged as Europe’s answer to John D Rockefeller’s Standard Oil empire, as the race to exploit oil (and later natural gas) reserves spilled out over the world. Along the way, Royal Dutch Shell chalked up a number of achievements including establishing the iconic Brent field in the North Sea to striking the first commercial oil in Nigeria. Unlike Standard Oil which was dissolved into 34 smaller companies in 1911, Royal Dutch Shell remained intact, operating as two entities until 2005, when they were finally combined in a dual-nationality structure: incorporated in the UK, but residing in the Netherlands. This managed to satisfy the national claims both countries make on the supermajor, second only to ExxonMobil in revenue and profits but proved to be costly to maintain. In 2020, fellow Anglo-Dutch conglomerate Unilever also ditched its dual structure, opting to be based fully out of the City of London. In that sense, Shell is following the direction of the wind, as forces in its (soon to be former) home country turn sour.
There is a specific grievance that Royal Dutch Shell has with the Dutch government, the 15% dividend tax collected for Dutch-domiciled companies. It is the reason why Unilever abandoned Rotterdam and is now the reason why Shell is abandoning The Hague. And this point is particularly existentialist for Shell, since its share prices has been battered in recent years following the industry downturn since 2015, the global pandemic and being in the crosshairs of climate change activists as an emblem of why the world’s average temperatures are going haywire. The latter has already caused the largest Dutch state pension fund ABP to stop investing in fossil fuels, thereby divesting itself of Royal Dutch Shell. This was largely a symbolic move, but as religious figures will know, symbols themselves carry much power. To combat this, Shell has done two things. First, it has positioned itself to be at the forefront of energy transition, announcing ambitious emissions reductions plans in line with its European counterparts to become carbon neutral by 2050. Second, it is looking to bump up its dividend payouts after slashing them through the depths of the Covid-19 pandemic and accelerating share buybacks to remain the bluest of blue-chip stocks. But then, earlier this year, a Dutch court ruled that Shell’s emissions targets were ‘not ambitious enough’, ordering a stricter aim within a tighter timeframe. And the 15% dividend tax remains – even though Prime Minister Mark Rutte’s coalition government has been attempting to scrap it, with (it is presumed) some lobbying from Royal Dutch Shell and Unilever.
As simplistic it is to think that Shell is leaving for London believes the citizens of the Netherlands has turned its back on the company, the ultimate reason was the dividend tax. Reportedly, CEO Ben van Buerden called up Mark Rutte on Sunday informing him of the planned move. Rutte’s reaction, it is said was of dismay. And he embarked on a last-ditch effort to persuade Royal Dutch Shell to change its mind, by immediately lobbying his government’s coalition partners to back an abolition of the dividend tax. The reaction was perhaps not what he expected, with left-wing and green parties calling Shell’s threat ‘blackmail’. With democracy drawing a line, Shell decided to walk; or at least present an exit plan endorsed by its Board to be voted by shareholders. Many in the Netherlands see Shell’s exit and the loss of the moniker Royal Dutch – as a blow to national pride, especially since the country has been basking in the glow of expanded reputation as a result of post-Brexit migration of financial activities to Amsterdam from London. The UK, on the other hand, sees Shell’s decision and Unilever’s – as an endorsement of the country’s post-Brexit potential.
The move, if passed and in its initial stages, will be mainly structural, transferring the tax residence of Shell to London. Just ten top executives including van Buerden and CFO Jessica Uhl will be making the move to London. Three major arms – Projects and Technology, Global Upstream and Integrated Gas and Renewable Energies – will remain in The Hague. As will Shell’s massive physical reach on Dutch soil: the huge integrated refinery in Pernis, the biofuels hub in Rotterdam, the country’s first offshore wind farm and the mammoth Porthos carbon capture project that will funnel emissions from Rotterdam to be stored in empty North Sea gas fields. And Shell’s troubles with activists will still continue. British climate change activists are as, if not more aggressive as their Dutch counterpart, this being the country where Extinction Rebellion was born. Perhaps more of a threat is activist investor Third Point, which recently acquired a chunk of Shell shares and has been advocating splitting the company into two – a legacy business for fossil fuels and a futures-focused business for renewables.
So Shell’s business remains, even though its address has changed. In the grand scheme of things, never mind the small matter of Dutch national pride – Royal Dutch Shell’s roadmap to remain an investment icon and a major driver of energy transition will continue in its current form. This is a quibble about money or rather, tax – that will have little to no impact on Shell’s operations or on its ambitions. Royal Dutch Shell is poised to become just Shell. Different name and a different house, but the same contents. Unless, of course, Queen Elizabeth II decides to provide royal assent, in which case, Shell might one day become Royal British Shell.
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