W&T Offshore to Acquire Kerr-McGee's Gulf of Mexico Shelf Properties
W&T Offshore has entered into a definitive agreement to merge a wholly-owned subsidiary of W&T with a wholly-owned subsidiary of Kerr-McGee Oil & Gas Corporation, which owns substantially all of the Gulf of Mexico conventional shelf properties of Kerr-McGee. Base merger consideration for the transaction is $1,339,400,000 in cash. Upon completion of the merger, W&T will own 100% of the membership interest in the Kerr-McGee subsidiary. The transaction is effective as of October 1, 2005, and it is expected to close during the second quarter of 2006. The transaction is subject to regulatory review and customary closing adjustments and conditions.
The properties involved in this transaction are located on the Outer Continental Shelf and in state waters of the U.S. Gulf of Mexico ("GOM"), and W&T estimates there are approximately 362 billion cubic feet of natural gas equivalents ("BCFE") of net proved reserves, as of the October 1, 2005, effective date. Approximately 74% of the proved reserves are natural gas and 72% are proved developed reserves. W&T estimates the properties' probable and possible reserves to be an additional 650 BCFE. Before Hurricanes Katrina and Rita, the properties were producing approximately 230 million cubic feet of natural gas equivalents per day ("MMCFEPD"). Currently, the properties are producing approximately 150 MMCFEPD.
The properties include interests in approximately 100 fields on 249 offshore blocks (including 83 undeveloped blocks) spreading across the Western, Central and Eastern GOM, primarily in water depths of less than 1,000 feet. W&T Offshore plans to operate 36 of the producing fields with working interests, which represents 66% of the net production and 60% of the net reserves. Upon closing of the transaction, the Company is expected to be one of the top-three gross acreage holders in the GOM, with approximately 2.3 million gross acres.
Tracy W. Krohn, Chairman and Chief Executive Officer, stated, "As we told the market when we went public last year, one of our objectives was to put the Company in a position to do larger transactions, and today we have demonstrated that we can do a large transaction. We are very excited about this transaction and the opportunities that come with it. The spread of properties across the Gulf of Mexico and upside potential fit in nicely with our core expertise. Our team has identified more than 95 exploration prospects related to these properties and our review is still in the early stages of evaluation."
The properties are expected to provide W&T Offshore with important benefits including:
* Well-diversified, critical mass in the Gulf of Mexico * Large exploration inventory with significant upside potential * Increased strategic acreage position * Earnings and cash flow accretion
W&T expects to finance this transaction with bank debt and cash on hand. The Company has received a financing commitment from its agent bank, The Toronto Dominion Bank, for up to a $1.3 billion Senior Secured Credit Facility.
The actual amount the Company will borrow at closing is expected to be less than $1.3 billion, due to the anticipated downward adjustments to the base merger consideration resulting from net proceeds from the sale of production attributable to the Kerr-McGee properties from October 1, 2005 to the closing date of the merger. Closing of the financing will be subject to customary conditions, including the parties entering into definitive documentation.
In connection with the transaction and anticipated financing, the Company has implemented the following commodity price hedges:
CRUDE OIL Daily Swap Floor Ceiling Transaction Volume Price Price Price Period Type (Bbls/day) ($/Bbl) ($/Bbl) ($/Bbl) 2Q2006 Swap 4,000 69.33 --- --- 3Q2006 Swap 1,800 69.72 --- --- 4Q2006 Swap 2,700 69.85 --- --- 2007 Costless Collar 4,300 --- 61.68 76.40 2008 Costless Collar 2,800 --- 60.00 74.50 NATURAL GAS Daily Swap Floor Ceiling Transaction Volume Price Price Price Type (MMBtu/day) ($/MMBtu) ($/MMBtu) ($/MMBtu) 2Q2006 Costless Collar 53,000 --- 7.14 12.65 3Q2006 Costless Collar 23,000 --- 7.32 13.10 4Q2006 Costless Collar 33,000 --- 8.04 14.49 2007 Funded Collar 24,000 --- 7.76 16.80 2008 Funded Collar 14,000 --- 7.31 15.80
The Company may implement additional hedges in connection with the anticipated financing or its overall risk management objectives.
Mr. Krohn continued, "Over the last 20 years we have achieved a track
record for transactions involving quality properties in the Gulf of Mexico and
then adding significant value through exploration and development. As the
largest transaction in the history of the company, we believe this will
continue to provide us with more opportunity than ever to build value for
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