June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11...

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June 22, 2016 Volume 09, No. 09 C APITAL MARKETS Serving the marketplace with news, analysis and business opportunities All Standard Disclaimers & Seller Rights Apply. Markets investing in sand miners after oil hits $50 Companies that mine and sell sand are experiencing some of the best price momentum on the stock markets so far this year, Reuters reports. Oil returning to $50/bbl will put more fracking operations back in business, and they all need sand. Some stocks have nearly doubled YTD or more. Fairmount Santrol Holdings and Hi-Crush Partners were both up on recent analyst upgrades but YTD the two have catapulted 195% and 82%, respectively. The largest publicly traded sand company is US Silica Holdings and it’s up 72% on the year so far. Federated Kaufman, a $5.1 billion fund, just bought 1 million Silica shares, predicting sand usage increasing 50-100% over the next two to three years. Other funds have increased positions in Silica also, according to Morningstar data, indicating an overall 183% sequential quarter-to-quarter jump from funds like Loomis Sayles, Wells Fargo and Meridian. Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact that would extinguish about $1.8 billion in net debt and $222 million of preferred equity would be accompanied by a contemplated Chapter 11 filing by Aug. 2, pending requisite approvals. Its restructuring agreement was reached with committees representing a wide swath of creditors including holders of its 13% third-lien notes due 2022 as well as three senior unsecured note tranches due 2020, 2021 and 2022, 8% convertible notes due 2020 and 5.75% perpetual convertible preferred shares. Under terms of the plan, Halcón would obtain a credit facility of at least $600 million via an amendment to its existing revolver. Second-lien noteholders consisting of holders of $700 million of its 2020s and $113 million of its 2022s would be reinstated. Third-lien holders would get a pro rata share of 76.5% of Halcón’s reorganized equity and $33.8 million in cash and accrued and unpaid interest on the notes through May 15. Unsecured noteholders are entitled to 15.5% of new common, $37.6 million cash, and four-year warrants to buy 4% of the pro forma equity at a price based on an equity value of $1.33 billion, and accrued and unpaid interest through May 15. Energy XXI files a hotly contested restructuring plan After seeking Chapter 11 protection inApril, Energy XXI returned to the US Bankruptcy Court for the Southern District of Texas with an amended plan outlining the reorganized Energy XXI Gulf Coast (EGC) sub as the new parent that will issue new equity and hold all the assets of Energy XXI and its subsidiaries. The company’s plan lacked the required two-thirds majority in amount outstanding and more than half the number of holders the first time around. Second-lien noteholders would receive 100% of the new equity, subject to dilution in connection with a package consisting of warrants equal to an aggregate of up to 10% of the new equity with a maturity of 10 years and an agreed-upon strike price. The warrant package would be issued to the classes of EGC unsecured notes claims, EPL Oil & Gas unsecured notes claims, and Energy XXI convertible notes claims. The equity would also be subject to dilution stemming from management incentives. Antero’s 30MM-plus share sale will net about $865MM Antero Resources priced a public offering of 26,750,000 common shares at $28.50 a share to gross about $762 million, and offered underwriters a 4,012,500-share overallotment option that, if fully exercised, would bring in a total exceeding $876 million in gross proceeds, or about $865.5 million in net proceeds. Credit Suisse and JP Morgan led a syndicate that included Scotia Howard Weil, Morgan Stanley, BMO, Capital One, Tudor, Pickering, Holt & Co., Wells Fargo, Baird, KeyBanc, MUFG, Raymond James and SunTrust Robinson Humphrey. Following the closing of the offering, if all overallotment shares are exercised Antero would have 308,170,969 common shares outstanding. On the flip side, the company had nearly $790 million of borrowings outstanding and $708 million of letters of credit outstanding under its credit facility as of June 8. NYSE-listed Antero said it would use proceeds for general corporate purposes and to fund the acquisition of new shale acreage in the Marcellus. Priced to move at $28.50, Antero’s 52-wk high/low is $37.07/$18.50. Old Gulf Coast sub to become new parent under plan. Intends to file for protection by Aug. 2 if plan approved by stakeholders. Federated Kaufman, Loomis Sayles, Wells Fargo investing in sector. Continues On Pg 6 Continues On Pg 9 Continues On Pg 8 Continues On Pg 15 PLS offers marketing, transaction & advisory services. Sell-side transaction & divestments • Technical Services Deal Origination & Buy-Side Assistance RECENTLY HANDLED BY PLS CLAIBORNE PH., LA PROJECT 40 PDP Wells. ~9,200 Net Acres (94% HBP) CHAPTER 11 BANKRUPTCY Significant & Immediate PDNP. PP OPERATED & NonOperated WI >2.0 Net Prod.: 120 BOPD & 1,068 MCFD MMCFED Comb. Prvd. Rsrvs: 14.95 MMBOE Both Firms Total Proved PV10: $71.71 MM OFFER PENDING - CLOSING JUNE 30 PP 5454DV Call or email James Barnes at (713) 600-0145 or [email protected] to learn more! DIVESTMENT SERVICES

Transcript of June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11...

Page 1: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

June 22, 2016 • Volume 09, No. 09

CapitalMarketsServing the marketplace with news, analysis and business opportunities

All Standard Disclaimers & Seller Rights Apply.

Markets investing in sand miners after oil hits $50

Companies that mine and sell sand are experiencing some of the best price momentum on the stock markets so far this year, Reuters reports. Oil returning to $50/bbl will put more fracking operations back in business, and they all need sand.

Some stocks have nearly doubled YTD or more. Fairmount Santrol Holdings and Hi-Crush Partners were both up on recent analyst upgrades but YTD the two have catapulted 195% and 82%, respectively. The largest

publicly traded sand company is US Silica Holdings and it’s up 72% on the year so far. Federated Kaufman, a $5.1 billion fund, just bought 1 million Silica shares, predicting sand usage increasing 50-100% over the next two to three years. Other funds have increased positions in Silica also, according to Morningstar data, indicating an overall 183% sequential quarter-to-quarter jump from funds like Loomis Sayles, Wells Fargo and Meridian.

Halcón draws up $2B+ plan, would file Ch. 11 by AugustHalcón Resources said a recently prepackaged debt-restructuring pact that would

extinguish about $1.8 billion in net debt and $222 million of preferred equity would be accompanied by a contemplated Chapter 11 filing by Aug. 2, pending requisite approvals.

Its restructuring agreement was reached with committees representing a wide swath of creditors including holders of its 13% third-lien notes due 2022 as well as three senior unsecured note tranches due 2020, 2021 and 2022, 8%

convertible notes due 2020 and 5.75% perpetual convertible preferred shares.

Under terms of the plan, Halcón would obtain a credit facility of at least $600 million via an amendment to its existing revolver. Second-lien noteholders consisting of holders of $700 million of its 2020s and $113 million of its 2022s would be reinstated. Third-lien holders would get a pro rata share of 76.5% of Halcón’s reorganized equity and $33.8 million in cash and accrued and unpaid interest on the notes through May 15.

Unsecured noteholders are entitled to 15.5% of new common, $37.6 million cash, and four-year warrants to buy 4% of the pro forma equity at a price based on an equity value of $1.33 billion, and accrued and unpaid interest through May 15.

Energy XXI files a hotly contested restructuring plan After seeking Chapter 11 protection in April, Energy XXI returned to the US Bankruptcy

Court for the Southern District of Texas with an amended plan outlining the reorganized Energy XXI Gulf Coast (EGC) sub as the new parent that will issue new equity and hold all the assets of Energy XXI and its subsidiaries. The company’s plan lacked the required two-thirds majority in amount

outstanding and more than half the number of holders the first time around.

Second-lien noteholders would receive 100% of the new equity, subject to dilution in connection with a package consisting of warrants equal to an aggregate of up to 10% of the new equity with a maturity of 10 years and an agreed-upon strike price. The warrant package would be issued to the classes of EGC unsecured notes claims, EPL Oil & Gas unsecured notes claims, and Energy XXI convertible notes claims. The equity would also be subject to dilution stemming from management incentives.

Antero’s 30MM-plus share sale will net about $865MMAntero Resources priced a public offering of 26,750,000 common shares at

$28.50 a share to gross about $762 million, and offered underwriters a 4,012,500-share overallotment option that, if fully exercised, would bring in a total exceeding $876

million in gross proceeds, or about $865.5 million in net proceeds.Credit Suisse and JP Morgan led a syndicate that included Scotia

Howard Weil, Morgan Stanley, BMO, Capital One, Tudor, Pickering, Holt & Co., Wells Fargo, Baird, KeyBanc, MUFG, Raymond James and SunTrust Robinson Humphrey.

Following the closing of the offering, if all overallotment shares are exercised Antero would have 308,170,969 common shares outstanding. On the flip side, the company had nearly $790 million of borrowings outstanding and $708 million of letters of credit outstanding under its credit facility as of June 8.

NYSE-listed Antero said it would use proceeds for general corporate purposes and to fund the acquisition of new shale acreage in the Marcellus.

Priced to move at $28.50, Antero’s 52-wk high/low is $37.07/$18.50.

Old Gulf Coast sub to become new parent under plan.

Intends to file for protection by Aug. 2 if plan approved by stakeholders.

Federated Kaufman, Loomis Sayles, Wells Fargo investing in sector.

Continues On Pg 6

Continues On Pg 9

Continues On Pg 8

Continues On Pg 15

PLS offers marketing, transaction & advisory services.• Sell-side transaction & divestments• Technical Services • Deal Origination & Buy-Side Assistance

RECENTLY HANDLED BY PLSCLAIBORNE PH., LA PROJECT 40 PDP Wells. ~9,200 Net Acres (94% HBP)CHAPTER 11 BANKRUPTCYSignificant & Immediate PDNP. PPOPERATED & NonOperated WI >2.0Net Prod.: 120 BOPD & 1,068 MCFD MMCFEDComb. Prvd. Rsrvs: 14.95 MMBOEBoth Firms Total Proved PV10: $71.71 MMOFFER PENDING - CLOSING JUNE 30PP 5454DV

Call or email James Barnes at (713) 600-0145 or [email protected] to learn more!

DIVESTMENT SERVICES

Page 2: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 2 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

Patient investors go long on Bakken Hundreds of North Dakota wells are being or already have been sold as investors with

unhurried time horizons flock to the Bakken to scoop up deals left behind by companies like Whiting, Occidental and Emerald Oil.

The Wall Street Journal reported that investment is coming from “industry experts to first-time wildcatters” as established

producers scale back or divest assets in the area to pay down debt. The current $50/bbl oil price still isn’t enough to make most of the Bakken acreage profitable, but that’s okay—these investors are willing to wait. Lime Rock Resources, with $1.6 billion to invest, bought 340 N.D. wells from Oxy in November. NP Resources bought 53 Bakken wells from Whiting in December and is looking for more. Foundation Energy bought 100 wells

in N.D., also from Whiting, which was until recently the largest producer there. Angelus Capital’s managing partner Paul Haarman

told WSJ, “You had a lot of people who overleveraged themselves when oil prices were high, so we’re taking advantage of that obviously. The production pays for itself because we’re buying at such a reasonable rate.” New investors can wait until $60-70 oil before drilling. Meanwhile, they’re nursing cheap wells they bought and economizing with layoffs and equipment sales.

■ Independent E&P Houston American Energy has engaged New York broker dealer Drexel Hamilton to assist it in making merger and acquisitions introductions, negotiating deals, capital sourcing, and other supporting services. CEO John Boylan said the company’s relationship with a national broker in anticipation of future mergers or acquisitions would

“accelerate the steps to achieve our strategic goals.” The AMEX-traded company’s oil and gas properties are located primarily in Colombia. As of YE15, the company owned interests in nine gross wells.

■ Rangeford Resources hired Oberon Securities and ViewTrade Securities for investment banking services. CEO Thomas Lindholm said the move renders Rangeford “well-positioned to take advantage of the opportunities presently available in the oil and gas industry.” Rangeford currently has oil-weighted operations in Harrison County, Texas, and in Kansas.

Developments & Trends

CapitalMarkets is published every three weeks by PLS Inc.

PLS CapitalMarkets covers the energy finance sector with information & analysis of budgets, spending, financial performance and tracking trends in available capital from commercial banks and other providers.

In addition the Capital report has deals for sale, coded alpha-numerically. Clients interested in listing details can contact PLS with provided listing code(s).

To obtain additional PLS product details, drill www.plsx.com/publications.

PLS Inc. One Riverway, Ste 2500 Houston, Texas 77056

713-650-1212 (Main) 713-658-1922 (Facsimile)

To obtain additional listing info, contact us at 713-650-1212 or [email protected] with the listing code. Only clients are able to receive additional information. To become a client call 713-650-1212.

© Copyright 2016 by PLS, Inc.Any means of unauthorized reproduction is prohibited by federal law and imposes fines up to $100,000 for violations.

ABOUT PLSDebt Offerings in this IssueIssue Date Issuer

Amount ($MM) Coupon Type Mat. Stat. Pg #

6/8 Weatherford Intl. $750.00 7.750% Senior Unsecured 2021 C 14

6/8 Weatherford Intl. $750.00 8.250% Senior Unsecured 2023 C 14

6/14 Sabine Pass Liquefaction $1,500.00 5.875% Senior Unsecured 2026 C 12

Equity Offerings in this Issue

Issue Date Issuer

Amount ($MM)

Number Shares/

Units (MM) Type

Price Share/ Unit ($) Stat. Pg #

6/7 Rice Midstream Partners $148.50 80.00 Common Units $18.50 A 10

6/9 Antero Resources $762.00 26.75 Common Stock $28.50 A 1

6/9 WPX Energy $485.00 49.50 Common Stock $10.33 A 5

6/14 Hi-Crush Partners $48.60 4.50 Common Units $10.80 A 1

6/14 Western Gas Resources $476.10 12.50 Common Units $38.09 A 10

6/15 Pioneer Natural Resources $827.00 5.25 Common Stock $157.52 A 7

6/16 Earthstone Energy $47.25 4.50 Common Stock $10.50 A 8

6/16 SemGroup Corp. $202.50 7.50 Common Stock $27.00 A 11

6/16 Tetra Technologies $55.00 10.00 Common Stock $5.50 A 13

*in CAD ** A = Announced; C = Completed. Source: PLS Research

No rush—new Bakken owners will wait for oil in $60-$70s.

‘Production pays for itself since we’re buying at such reasonable rates.’

Regional Oil & Gas Intelligence November 3, 2015

Serving the local market with drilling activity, permits & deals for sale Volume 02, No. 14

MUSSELSHELL CO., MT ACREAGE77,413-Gross & 52,200-Net Acres.CENTRAL MONTANA UPLIFT LMISSISSIPPIAN HEATH OIL PLAYProposed Depths: 3,600-9,675 Ft. HEATH100% OPERATED WI FOR SALE SHALEOffset Production: ~100 BOPDL 3185DV

SHERIDAN CO., MT PROSPECTS10-Potential Wells. 3-Prospects.WILLISTON BASIN DVMULTIPAY PROSPECTSRed River. 11,300 Ft.Mission Canyon & Others. 7,500 Ft.60% OPERATED WI; 48% NRI MULTIPAYExpected IP (Red River): 375 BOPDWell Reserve: 300 MBOE/Well DV 3851

Deals For Sale

No Commission. Call 713-650-1212

All Standard Disclaimers & Rights Apply.

BAKKEN SCOUT

Regional Activity (State Data)(10/08/15 to 10/29/15)

Compls Permits

North Dakota 25 136

South Dakota – –

Montana – 2

Most Active Operators by Permits

➊ EOG Resources 32

➋ Continental Resources 21

➌ QEP Energy 12

Permits by Formation (by Last Scout)

Formation 11/03 10/13 09/22

M Bakken 12 16 9Three Forks B2 10 3 1Three Forks B1 7 9 13Bakken 3 7 7Three Forks B3 2 2 1Cut Bank 1 – –Duperow 1 – –Three Forks B4 1 – –Other Formations 101 78 111TOTAL 138 115 142Sources: MBOGC, NDIC & SDDNR

Active Rigs Running (Baker Hughes) 63

Statoil long lateral flows at 3,486 boe/d from the BakkenInternational player Statoil flowed a

long-lateral Bakken well at 3,071 bo/d and 2,489 Mcf/d (3,486 boe/d, 88% oil). The Heen 26-35 #7H was drilled with a 9,604 ft lateral in Todd field in Williams County, North Dakota.

Two other Statoil completions in Williams County, the Smith Farm 23-14 #6TFH and #7H, are also long laterals drilled in Cow Creek field. The #6TFH targets the Three Forks with a 10,560-ft lateral and

flowed at 2,369 bo/d and 2,735 Mcf/d (2,825 boe/d, 84% oil) and the #7H has a 10,313-ft lateral targeting the Bakken, flowing 2,285 bo/d and 2,508 Mcf/d (2,703 boe/d, 85% oil).

Statoil’s Bakken assets include 330,000 net acres with an extensive gathering system for transportation and resource marketing.

Has 330,000 net acres in the play along with gathering system.

Continues On Pg 3

Top 20 Statoil Williston Basin Completions (01/15/15 - 09/25/15)

County Operator Well Name Field Reservoir TD boe/d Oil %McKenzie Statoil Johnston 7-6 #4H Banks Bakken 22,420 5,129 75%Mountrail Statoil Bures 20-29 #5H Alger Bakken 20,610 4,354 85%Mountrail Statoil Bures 20-29 #6TFH Alger Three Forks 20,646 4,047 86%Williams Statoil Judy 22-15 #5H East Fork Three Forks 20,720 3,894 86%Williams Statoil Hawkeye 16-21 #3H Todd Bakken 21,281 3,884 89%McKenzie Statoil Maston 34-27 #5TFH Banks Three Forks 20,775 3,791 76%Mountrail Statoil Bures 20-29 #3H Alger Bakken 20,254 3,759 86%Williams Statoil East Fork 32-29 XE #1H East Fork Bakken 19,985 3,726 87%Williams Statoil Folvag 5-8 XE #1H Stony Creek Bakken 20,765 3,686 87%Williams Statoil Heen 26-35 #7H Todd Bakken 20,310 3,486 88%Williams Statoil Irgens 27-34 #5H East Fork Bakken 20,350 3,399 82%Williams Statoil Irgens 27-34 #3H East Fork Three Forks 10,830 3,295 83%Williams Statoil Judy 22-15 #3H East Fork Three Forks 20,990 3,260 85%McKenzie Statoil Maston 34-27 #6H Banks Bakken 21,415 3,143 71%Williams Statoil East Fork 32-29 #6TFH East Fork Three Forks 10,699 3,065 87%Williams Statoil Field Trust 7-6 #4H Todd Bakken 20,442 2,893 90%Williams Statoil Smith Farm 23-14 #6TFH Cow Creek Three Forks 21,235 2,825 84%Williams Statoil Folvag 5-8 #6TFH Stony Creek Three Forks 20,824 2,774 88%Williams Statoil Smith Farm 23-14 #7H Cow Creek Bakken 20,925 2,703 85%Williams Statoil Folvag 5-8 #5H Stony Creek Bakken 20,820 2,656 87%Source: North Dakota Industrial Commission

SM reports efficiency gains despite delaying completionsIn the Bakken/Three Forks, SM

Energy production increased 27% YOY in Q3 but dropped 7% sequentially to 22,200 boe/d (85% oil) as the company increased its completion backlog to 47 wells. The company reported that it has

reduced drilling times to 15-21 days—down by 11% vs. 2014—and has drilled several Divide County wells in fewer than 10 days. Overall costs are down 20-25% vs. 2014. Furthermore, enhanced completions including plug-and-perf

with cemented liners are driving 20-30% increases in recoveries per well.

SM has been adding Bakken resources to its Three Forks inventory, and nine

Middle Bakken wells are performing above its Three Forks type curve. Two

additional recently completed wells could extend SM’s Divide County Bakken footprint farther south.

The company also recently announced the opening of a new office in Williston, North Dakota that SM calls a “tangible indication” of its commitment to growing its North Dakota operations.

Drilling times down by 11% & costs down 20-25% vs. 2014.

Despite low prices, producers are still drilling good wells.

Bakken Scout

Page 3: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 3 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

Equity is heating up with private & public offerings

In this issue, PLS talks to noted Houston finance professional John Sinders about his new role with Calera Capital (see story on right). The established San

Francisco private equity group is taking a serious look at the opportunities

available in the energy market for the first time, underscoring a movement that has been growing among PE and VCs to take a new or expanded role in the industry, which has been beaten down by

low prices. Oil prices are rising though, generally seen on an upward trajectory even after six-straight sessions of flat or lower performance the past few weeks. Some analysts say impending Brexit is to blame for the shakiness, but the June 23 vote will at least remove the uncertainty.

A few sizeable equity offerings this news cycle approaching the $1 billion mark show that investors are still hungry

for companies that appear to have been made stronger by the industry’s recent round

of difficulties. Antero Resources’ stock is up over 27% YTD (page 1) and Pioneer Natural Resources is close behind at

23% higher YTD (page 7). Both had solid offerings. Speaking of solid plays in the market, analysts are putting their heads in the sand—that’s right, companies that send sand to the frac sites have been among the hottest of heatseekers as the price of oil has been rising and fueling the promise of more drilling to restart (page 1).

On the debt side, bankruptcy filings have eased up. Halcón Resources plans to file by Aug. 2 with its pre-approved prepackaged plan (page 1). Warren Resources finally did file after about two quarters of hints, but support from Blackstone Group’s GSO Capital should make the Chapter 11 process a quick and uneventful one (page 9). And then there’s Energy XXI (page 1).

Developments & Trends

IN THIS ISSUE

A few equity offerings approaching the $1B level this news cycle.

Slower rate of bankruptcy filing in June but expect Halcón by Aug. 2.

Calera Capital enters energy space with industry veteran Noted San Francisco fund manager Calera Capital has teamed up with prominent

Houston financial adviser John Sinders to seek out and make investments in the services and midstream sectors. Sinders, formerly EVP of planning and development of Frank’s International and chairman of British luxury sports auto-maker Aston Martin, among other high-profile positions, will work with Calera as “executive

partner” to identify, advise and manage its new energy-related investments.Middle-market investor Calera, which closed its fifth fund last year, is

new to energy and turned to Sinders to help it grow in the space. “We’re pretty opportunistic and have a few [potential deals] in dialogue right now,” he told PLS in an exclusive interview. “The focus will be on oilfield services, excluding offshore drilling, and midstream, and our sweet spot is the $30-150 million range. E&P is not a focus for us right now.”

The investors will pay special attention to the trends that underlie oil and gas gathering. These macro drivers will help determine where the capital goes. “As a middle-market specialist, pipeline deals might be tougher to do but we’re open. You can best describe us as opportunistic with a cyclical growth element,” he said, setting them apart from most investors that avoid cyclicality. Calera is known more as a passive investor but would infuse expertise when needed.

Sinders said the funds for the investments, to be made over the next few years, will come from the group’s

open fund, which right now is Fund V, and not from a separate energy fund. The investments will be straight equity; however, debt may be considered in cases where it would help revitalize a company worth saving. A typical time horizon would be five to seven years.

On choosing to work with Calera, what impressed Sinders the most, he said, was their exhaustive due diligence. “I like the fact that they have checked 15 to 20 references. That tells me they’ve made a complete and judicious decision.”

Equity investment range is $30-150MM in OFS & midstream sectors.

Understands, accepts the cyclicality of energy sector investments.

2016-17 energy investment down $125 billionThe industry’s most severe capex cuts have been in the US Lower 48, where 2016-

2017 investment is down $125 billion, or by half compared to the previous period. Global upstream development spending 2015-2020 has been reduced 22%, or by $740 billion, since oil prices dropped, said Wood Mackenzie. Including cuts to conventional exploration, that figure tops $1 trillion.

The consultancy’s principal analyst, Malcolm Dickson, said the impact of lower-price oil on global upstream development is enormous, with deferrals and cancellation of projects all around. In addition to the five-year projection, “compared to pre-oil-price-fall expectations, capex will be down by around $370 billion or 30% in 2016 and 2017,” he said.

WoodMac expects to see more cuts and shrinking investment this year as more projects are dropped and some companies fight to break even. No country has been immune, though WoodMac points out the US has taken the biggest hit, mainly due to the drilling downturn. Onshore rig count is down by 53% this year from last. A Russian downturn will see about 40% less investment over the next two years, mostly due to depreciation of ruble against the US dollar. But Russia needs to keep drilling and producing, since 60% of its budget revenue is tied to energy sales. As investment falls, so will production, the consultancy said. It expects 7 Bboe less to be produced 2016-2020 than expected before the price drop. This year, it expects 5 MMboe/d less global production, or a 3% drop YOY, and next year 6 MMboe/d less, or 4%, with 70% of the reduction attributed to lower onshore US volumes.

Capex will be down by $370 billion, or 30% in 2016 and 2017.

Page 4: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 4 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

Fed’s southwest region guarding against loan lossesBanks in Texas and parts of Louisiana and New Mexico are fortifying loan-loss

reserves as they brace for potentially bad news while oil company borrowers continue to cope with still-low oil prices.

A June 16 report by the Dallas Federal Reserve Bank said institutions within the area supervised by the Dallas Fed have also raised the subject of additional scrutiny concerning commercial real estate loans, an “emerging area of concern” reported regional president Robert Kaplan.

“Loan growth slowed markedly in 2015 and, while the region’s banks remain profitable, bankers are setting aside more in provision expense to cover possible loan losses,” he wrote in an introduction to the bank’s quarterly Southwest Economy report. Kaplan, who participated in the Fed policy-setting meeting in Washington, did not touch on the outlook for the national economy or monetary policy in his comments.

Job losses will wane as oil gets comfortable around $50—In another announcement by the Dallas Fed, senior research economist Michael

Plante said that if $50/bbl oil sticks around, it could take three or four months for job losses to come to a halt after two years of reductions. Nearly 135,000 oil and gas jobs in the US has been lost to delays or

cancellation of about $1 trillion of drilling projects between September 2014 and April of this year. About 70% of the job cuts have occurred in Texas.

EPIC small hedge fund cashed out of positionsGlobal investment firm Halcyon Capital Management’s EPIC (Energy, Power

and Infrastructure Capital) Fund was all in cash at the end of Q1 after selling out of all its positions, two people familiar with the matter told Bloomberg. The EPIC Fund, valued at $140 million at its peak, and its manager, Halcyon Energy Investors, were closed on March 31. Halcyon Capital Management owns the controlling stake of

Energy Investors.The fund had its largest

net long exposure in the midstream sector, EPIC’s Chief Investment Officer Jim McGinniss told Bloomberg in August 2014, just when oil prices began their downturn. He said the fund has positions in Targa Resources, Enterprise Products Partners, Energy Transfer Equity and

Williams Cos. The fund reportedly exited most of its midstream positions by 1H15.

Energy-focused equity funds fell 6.5% in 2014 and about 14% last year. This year through April they’re up 9%, per Hedge Fund Research Inc.

Founded in 1981, Halcyon Capital Management has about $10 billion in assets under management at the beginning of the year.

Developments & Trends

EPIC’s peak value was $140 million, largely midstream oriented.

Energy-focused equity funds up 9% in 2016, after a 14% fall last year.

Banks putting more fund in reserves to combat losses from bad loans.

Commercial real estate an ‘emerging area of concern’ as well.

All Standard Disclaimers & Seller Rights Apply.

January 2, 2015 • Volume 04, No. 16

OilfieldServiceSServing the marketplace with news, analysis and business opportunities

TUSCALOOSA DRILLING PROJECT~20,000-Contiguous Gross Acres.MAJORITY IN PIKE CO., MISSISSIPPI TUSCALOOSA MARINE SHALEAlso Tangipahoa & St. Helena Ph., LA DV169-Drilling Locations. 80-Acre Spacing.SEEKING JV PARTNERSHIP; 75% NRI TMS2-D Seismic Available PLAYArea EURs: 600-800 MBO/WellLeases Expiring in 2018-2019DV 3395L

ALASKA ROYALTY ACREAGE 15,930-Gross/Net Acres.UPPER COOK INLET BASINKITCHEN LIGHTS UNIT (N. BLOCK) RRMiocene Tyonek & Oligocene HemlockDeep Sands: 11,000-16,500 Ft.Multi Pay Intervals Present~4.45% ORRI In Leases.Offset Well Tested Over 5,000 BOPD ORRI-- From Tyonek Deep Channel Sands.Estimated Project Reserves: 89 MMBO3rd Party Reserve Report Available.Continued Development by Furie.CALL SELLER FOR DETAILSRR 5100

FEATURED DEALS

Technip spies other deals after withdrawing CGG offer

Technip has formally withdrawn efforts to take out fellow French seismic leader CGG following the rebuffing of an unsolicited $1.83 billion cash bid for the company by Technip. The offshore E&C leader said that following CGG’s refusal, Technip proposed a number of alternate options to a tender offer, but said these efforts were similarly unfruitful. In a separate

statement, CGG said that none of the proposed options created value for the company, and The Financial Times reported that board members viewed the offer as opportunistic in light of lower oil prices. Regardless, CGG asserted it was in position to weather current difficult market conditions.

Canadian service firms give signs of things to comeIn an early indicator of where service capex budgets are headed in the Lower 48 as

they are announced in coming months, Canadian service firms have been announcing drastically reduced 2015 spending plans and newbuild construction halts in anticipation

of lower producer cash flows. Many of these firms also have US operations, for even better visibility on things to come. Number one Canadian driller Precision Drilling cut next year’s budget

44% to C$493 million from 2014’s C$885 million and idled its new rig construction program “until we see an improved commodity price environment and rising customer newbuild demand,” said CEO Kevin Neveu. The 2014 plan is also being cut slightly from a prior C$908 million. Precision will complete 16 currently under construction rigs, 15 headed for the US and one for Kuwait, but is planning no further deliveries next year.

Precision is trimming excess fat for leaner times as well, announcing it has sold its US coiled tubing assets for C$44 million cash to an undisclosed buyer. As of YE13, Precision’s C/T fleet consisted of eight units in the Marcellus and Bakken shales, and Peters & Co. believes the price tag represented replacement cost.

GE guides down for oilpatch efforts in pivotal 2015 General Electric is positioning to weather the downcycle with stoicism while

picking up new business, and businesses, along the way. GE is calling 2015 a “pivot” year, as it digests the massive ~$15 billion acquisition of Alstom’s power assets (closure in Q2), raises proceeds from non-industrial, non-core asset sales and cuts

costs to mitigate the impact of cheaper oil. GE anticipates industrial profits up 10% or more next year, but as for oil and gas specifically,

while the division saw $4.9 billion in orders in Q3, it is already seeing headwinds. GE cut its growth outlook from high single- to low double-digit growth down to mid-single digit expectations. CEO Jeff Immelt called crude pricing issues a short term industry challenge. The company now hopes to keep oil and gas profits and revenues fairly flat through cost controls, although acknowledging that they very well may slide as much as 5%, particularly under capex freeze scenarios. Its exposure to the space is more geared toward production and less than peers on more volatile onshore unconventionals.

Assessing the service sector damagePrognosticators parse impact of crude plunge on services

With crude now down about 50% from its summer highs and E&Ps slashing capex left and right, some sense of the impact on the service sector is starting to come to light. Fortunately, with ongoing projects unlikely to have their plugs pulled, there is still probably a month or two of “full steam ahead, ” but some time next quarter activity decreases should begin to be more heavily felt, and it is worthwhile to examine who is best and worst positioned, how large the damage is likely to be, and how long a

trough could last. As for fracking,

PacWest Consulting recently did a deep dive conference call on its expectations, and the firm anticipates an 8% demand (as measured by hp) and price cut next year in US land. The drop represents a 12% decline in the number of horizontal wells fracked, offset somewhat by the continued shift toward more sand, stage-count and HP-intensive fracs. That said, frac stages are still expected to decrease 6%.

CGG deal dead in water; company cited opportunism by Technip.

PacWest sees frac demand & pricing down 8% next year.

Oil & Gas segment sales & profits projected down 0-5% next year.

Precision cut its 2015 budget 44% to C$493 million from 2014’s C$885 million.

Continues On Pg 8

Continues On Pg 6

Continues On Pg 10

Continues On Pg 12

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Service Sector

Capitalize™ keeps up with industry developments

PLS continues to enhance the reporting features and content within its proprietary Capitalize™ platform. The primary focus is to strengthen the existing dynamic suite of liquidity analysis tools while expanding both the product’s coverage universe and archives for better trend and historical analysis.

Analyzing the individual liquidity of the Capitalize constituency includes the evolution of the borrowing base less cash drawn on the revolver (including letters of credit) plus cash and cash equivalents found on the balance sheet. Christopher George, director of capital markets at PLS, said,

“Liquidity is only one measure of financial health—but without sufficient capital, the other measures don’t matter.”

Private equity activity has exploded in the capital markets this year, and PLS has built in a module so users can use Capitalize not only to track public financings but the ever-growing number of private equity investments. PLS expects to continue to layer additional data sets into Capitalize throughout the summer for private equity sources and users, banks and other capital sources.

Capitalize also expands PLS’ market analysis and data capabilities, building on its docFinder, M&A and PetroWire products and helping clients better manage business relationships and opportunities. Capitalize brings easy-to-use, integrated solutions for bankers and industry users that need answers quickly and succinctly. And, given the state of today's market, the PLS team is focused on building a dynamic suite of tools to analyze liquidity while also disclosing balance sheets details to provide a full report of financial health.

Users can track the ever-growing number of private equity transactions.

Private equity activity has exploded in the capital markets this year.

Building on docFinder, PLS’ market analysis and data will be expanded.

Page 5: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 5 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

■ Bernhard Capital Partners Management closed out its first private

equity fund, BCP Energy Services Fund, at more than

$750 million in commitments. It will invest in North American energy services companies.

■ Foothills Petroleum is now public as Pink Sheets-traded Key Link Assets Corp., acquiring all Foothills shares in a reverse merger. Denver-based Foothills is an early stage independent oil and gas E&P that plans to buy and develop distressed, dislocated and underdeveloped producing and developmental properties in the Rockies and Midcontinent. Prior to the transaction, Key Link’s business had been the purchase of small to medium-sized groceries stores in non-urban markets. The company currently has 14.7 million shares outstanding.

■ Lilis Energy agreed to place $20 million in Series B 6% convertible preferred with institutional and

accredited investors at $1,000 a share. The preferred are convertible into common at

$0.11 a share. For every two shares of underlying common, holders will receive one two-year warrant exercisable at $0.25. Proceeds will be used in part for the Brushy Resources purchase.

LongPoint closes $525MM, expects another $200MMRecently launched Denver-based LongPoint Minerals closed an initial $525

million capital raise featuring a $450 million lead equity commitment from an affiliate of CPPIB Credit Investments, which is a sub of the Canada Pension Plan Investment Board. The additional $75 million came from other third-party investors. Long Point also said that a second closing for up to another $200 million will occur within 60 days.

The company was formed to acquire high-growth, long-life mineral interests in top US resource plays. It will initially focus its attention on the Midcontinent, Permian and DJ basins, then look at the Marcellus, Utica and East Texas. Over the past year, LongPoint has been actively acquiring assets in the core areas of the Midcontinent and Permian. By June, LongPoint’s completed and pending acquisitions have resulted in a footprint of more than 15,000 net mineral acres that produce over 2,000 boe/d, with hundreds of future drilling locations.

“Our multi-year commitment represents an attractive entry into the mineral interest and royalty sector. In owning royalty interests, we are able to participate in production revenues without the burden of associated capital or operating costs," said Adam Vigna, managing director of Principal Credit Investments.

Equity

Macquarie now the US’ third-largest gas traderWhile most Wall Street banks exited the commodities trading after the Fed started

to make it tougher for banks to engage in the business, Australian bank Macquarie Group beefed up its trading activity to become what is now North America’s third-

largest gas trader, closing in on the BP and Royal Dutch Shell. Macquarie funds own and

manage electric utilities in Seattle and Pittsburgh, a gas distributor in Hawaii, a merchant power-generation company in Rhode Island and petroleum storage along the US Gulf Coast. It also imports oil from across the globe.

All this has been able to happen because the Fed doesn’t consider Macquarie’s US unit a bank—because it doesn’t take customer deposits. Instead, Macquarie is considered a representative office of a foreign company—one that has built half its $147 billion asset base in the US.

“There’s no question Macquarie has taken advantage of that classification,” said James Newsome. “The fact they’re not registered as a bank-holding company in the US gives them the ability to stay active in these markets.”

WPX raises nearly $540MM to possibly fund acquisitions WPX Energy priced a public offering of 49,500,000 common shares at $10.33

each for total gross proceeds of about $485 million, and granted underwriters a 30-day overallotment option for 7,425,000 shares that if fully exercised could bring WPX’s total net proceeds from the entire sale to about $538.4 million. The offering closed June 9. Credit Suisse, BofA Merrill Lynch, Barclays and Citigroup were

joint book-running managers.The company said it would use net proceeds for general corporate

purposes, including an acceleration of drilling and completion activities, bolt-on acreage acquisitions and midstream infrastructure in the Delaware Basin. It also indicated that the offering proceeds plus current cash are expected to fully fund planned operating capex in excess of operating cash flows through 2018, based on current plans and operating conditions. The company also announced plans to allocate about 50% of its $400-450 million capital budget this year to the Delaware Basin, where it has recently added a third rig.

The offering and full exercise of the overallotment option would increase WPX’s common shares outstanding to 333,600,000.

Infrequent US energy investor CPPIB commits $450MM to LongPoint.

Developments & Trends

Not a bank in the US, enabling it to trade without intense scrutiny.

HAYNESVILLE ASSETS FOR SALE~170-PDP Wells. ~83,000-Net Acres.TEXAS & LOUISIANAPrimary Objs: Haynesville & Bossier PP>700 Gross Operated Drilling Locations>60 Refracture Candidates. >35Est June 2016 Prod: ~36 MMCFED MMCFEDProduction 90% Gas.Net Operating Cash Flow: ~$2,000,000/MnPP 4653DV

SOUTH & WEST TEXAS ASSETS370-Producing Wells. ~41,500-Net Acres.5-KEY AREAS. MULTIPLE COUNTIES. PP~110 Recompletion Opportunities InHigh Quality Stacked Reservoirs. 28.5Side-Track & Drilling Opportunities. MMCFEDExp July 2016 Net Prod: 28.5 MMCFED2015 Operating Cash Flow: ~$916,667/MnPP 3300DV

DEALS FOR SALE

Page 6: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 6 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

■ Lonestar Resources Limited reported that it is on track to re-domicile to the US from Australia. The company also reported that Nasdaq approved the Class A common of the Delaware corporation Lonestar Resources US, Inc. for listing on its Global Market exchange. The company has a June 28 hearing in Australia’s federal court to approve the change of domicile and delist from the ASX. If it obtains approval, it will begin trading on Nasdaq under the ticker symbol LONE starting July 5.

■ Underwriters fully exercised the 15% overallotment option granted in an early May offering of 45,000,000 Synergy Resources common shares, bringing the total number of shares sold to 51,750,000, thus the total net proceeds raised from the offering to about $289.6 million. Option proceeds alone totaled about $37.8 million. Underwriters on the deal were Credit Suisse, BofA Merrill Lynch, Citigroup, KeyBanc and SunTrust Robinson Humphrey. Synergy said proceeds will fund a portion of its contemplated acquisition of additional assets in Wattenberg field.

While it was launching the offering, the company also signed a definitive agreement with Southwestern Energy to acquire about 55,000 net acres in the core of the Marcellus for $450 million. Nearly 75% of the net acreage contains dry Utica rights. The acquisition includes undeveloped properties located primarily in Wetzel, Tyler and Doddridge

Counties, West Virginia, and about 14 MMcfe/d of net production. Antero plans to

mobilize an additional rig in 2H15 to drill on the Tyler County portion of the acquired acreage. As a result, it is increasing its 2017 production growth guidance to 20-25% from 20%. Antero expects to maintain its original D&C budget of $1.3 billion even with the new rig. The size of the acquisition may grow to $560 million if Southwestern’s partner Statoil exercises a 30-day tag-along option to sell its 19% stake in the acreage under the same terms. If so, the $110 million deal would add 13,000 net acres and 3 MMcfe/d of net production.

As a result of this purchase, Antero will control more than half of the Marcellus’ undeveloped southern rich gas acreage. Piper Jaffray’s Pearce Hammond said, “Overall, we think the transaction should be well received by investors and underscores Antero’s ambition to be a consolidator in the Marcellus-Utica.”

W Energy Partners gets $150MM to find Bakken deals New partnership W Energy Partners received a commitment from Crestview

Partners III, LP to fund up to $150 million in capital. The company will use proceeds to capitalize its business and develop E&P assets in the Bakken. W was formed by CEO John Wunderlick, whose former entity was W North Fund LP, formed in 2011. Earlier he worked in land and

business development at Petro-Hunt. W president Shane Hannabury was a partner in W North Fund and worked at EnCap Investments.

New York-based Crestview III focuses on mid-market and large buyouts in the US media, financial services, energy and health care industries. Silver Creek Oil & Gas is currently in Crestview’s portfolio.

Equity

Keen Financial Management has Antero Stock Up 27% YTD

Liquid “non-E&P assets” of $5.7 Bnsignificantly exceeds total debt of $3.8 Bn pro

forma for $762 million equity offering

Pro Forma Liquidity

Antero Resources (NYSE:AR) Antero Midstream (NYSE:AM)Pro Forma 3/31/2016 Debt Liquid Non-E&P Assets 3/31/2016 Debt Liquid Assets

DebtTypeCredit facility $3776.00% senior notes due 2020 5.375% senior notes due 20215.125% senior notes due 20225.625% senior notes due 2023

$3,752Total

Asset Type $MMCommodity derivatives(1)$3,073AM equity ownership(2) 2,644

26hsaC

Total

$MMAsset TypeCash $26Credit facility – commitments(3) 4,000

(377)Credit facility - Drawn(702)Credit facility - letters of credit

$2,947Total

Debt TypeCredit facility $680

$680Total

Asset Type$14Cash

Total

Liquidity$MMAsset Type

Cash $14Credit facility – capacity 1,500

Credit facility – drawn (680)-

$834latoT

Approximately $2.9 billion of liquidity at AR pro forma for equity offering plus anadditional $2.6 billion of AM units

Approximately $800 million ofliquidity at AM

Only 45% of AM credit facility capacity drawn

Note: All balance sheet data as of 3/31/2016. Antero Resources pro forma for $762 million equity offering, less transaction costs, per press release dated 6/9/2016. 1. Mark-to-market as of 3/31/2016.2. Based on AR ownership of AM units (108.9 million common and subordinated units) and AM’s closing price as of 6/9/2016.3. AR credit facility commitments of $4.0 billion, borrowing base of $4.5 billion.

$MM

5251,0001,100

750

$5,743

Credit facility – letters of credit

$MM $MM

$14

Source: Antero Resources June 10 Presentation via PLS docFinder www.plsx.com/finder

Antero’s 30MM-plus share sale Continued From Pg 1

Controls over half undeveloped Marcellus southern rich gas.

PLS brings transparency to oil & gas capitalization

A new database that tracks financings, banking relationships and associated fees.

Capitalize is a premium database that reports on oil and gas debt and equity offerings while also tracking bank leads, syndicates, account relationships and associated fees.

www.plsx.com/capitalize

Page 7: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 7 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

Pioneer Natural Resources sells $827MM in equityPioneer Natural Resources sold 5,250,000 common shares at $157.52 each on June

15 to gross $827 million. The company also granted underwriters a 30-day overallotment option for 787,500 more common shares, which if fully exercised, along with proceeds from the main offering, would net Pioneer an estimated $925 million. Underwriters were Credit Suisse, JP Morgan, Deutsche Bank and Morgan Stanley.

Some of the proceeds will be used to fully fund its pending acquisition of oil and gas properties in the Midland Basin. Pioneer said

it entered into a definitive agreement June 15 to buy about 28,000 net acres there for $435 million in cash. The acreage, in Martin, Midland, Upton, Reagan, Glasscock, Andrews, Dawson, Gaines and Howard counties, Texas, produces an aggregate 1,000 boe/d (70% oil). The company said the pending acquisition along with improved outlook for oil prices will result in increasing its horizontal rig count by five to 17 from 12 in the northern Spraberry/Wolfcamp, with the first one to be added in September 2016 and two additional rigs to be added in each of October and November 2016. The rest of the net proceeds will be used for general corporate purposes, including funding the drilling program on that acreage. Assuming the offering and full exercise of the greenshoe, Pioneer would have 169,601,781 common shares outstanding, making this offering about 3.7% dilutive to existing shareholders.

■ AmeriGas Partners said that by June 27 it will sell $675 million each of 5.625% senior notes due 2024 and 5.875% senior notes due 2026 to fund tender offers for three series off senior notes due 2019, 2020 and 2021. BofA Merrill Lynch, Citigroup, JP Morgan and Wells Fargo are underwriting the offering.

■ Panhandle Oil & Gas’ borrowing base under its $200 million credit facility was reduced by $20-80 million. The

company said it had $50 million outstanding in current balances and that covenants and terms

of the loan agreement were unchanged. President and CEO Michael C. Coffman said that the liquidity available to Panhandle with monthly cash flow from operations, positions it to focus on our long-term operating strategies.

■ Rex Energy launched an exchange offer for up to $631,458,573 aggregate principal amount of its 1%/8% senior

secured second-lien notes due 2020, which were issued via a private

placement and were not registered for up to the same principal amount of identical notes that have been registered. The sole purpose of the offer, which expires June 29, is to fulfill Rex’s obligation to register the privately issued notes.

■ Stone Energy said in a filing that it made an interest payment on its 7.5% senior notes due 2022 on June 14 after using its 30-day grace period to skip

the scheduled May 15 payment of about $29 million. Stone said it was

using the time to assess various strategic alternatives for its liquidity and capital structure. Such alternatives include private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. The company also said it made its second borrowing base deficiency payment of about $29.2 million on June 13. Stone continues to assess restructuring alternatives.

Equity Debt

O&G companies using reverse splits to get compliantPetroQuest Energy is now back in compliance with the NYSE continued listing

requirement governing share price thanks to its May 18 1-for-4 reverse split. Shareholders had given the board the authority to reverse split the stock at a range of ratios for 1-to-2 to 1-to-8. As a result, PetroQuest now has 17.62 million shares outstanding. The company was warned of its NYSE deficiencies last December and its plan to cure was approved in March.

Now, PetroQuest needs to work on regaining compliance with market cap and stockholders’

equity requirements by June 2017. Though its reverse split provided a quick fix for its share price (last closing price was $0.73 pre-split vs. a $2.33 closing price first day post-split), the NYSE’s Rule 802.01B requires average global market capitalization over a consecutive 30 trading-day period of more than $50 million while maintaining stockholders’ equity of that amount.

Also going the reverse-split route recently was Resolute Energy effected a one-for-five of its common and started trading on a split-adjusted basis June 8. It kept its NYSE symbol REN but changed its CUSIP, which often isn’t necessary in a reverse split. Its amount of common outstanding fell to about 15.4 million and the company also voted to decrease authorized shares proportionally to 45 million. The company had been notified by NYSE last July 23 that it was out of compliance with the exchange’s

continued listing standard on share price.Stone Energy did a 1-for-10 reverse

split on June 10 and started trading on the split-adjusted basis June 13. The Louisiana independent received its NYSE non-compliance regarding its share price trading below $1 for 30 consecutive days on May 5, and later received notices that it had also fallen below required market cap and stockholders’ equity. Stone now has 5.7 million shares outstanding.

California Resources also closed a 1-for-10 reverse on May 31 to bring its outstanding down to about 41 million. It also reduced its authorized common shares proportionally to 200 million from 2 billion, and authorized preferred to 20 million.

Regional Oil & Gas Intelligence November 11, 2015

Serving the local market with drilling activity, permits & deals for sale Volume 03, No. 22

PERMIAN BASIN PROJECT 11 Producers. 2,200 Net Acres. (85% HBP)EDDY CO., NM YESO HORIZONTAL PLAY PP3 New Yeso Horizontal Wells Producing.Avg. 87% Operated WI; 67% NRIRecent Hz Yeso wells IP: 200 BOPD/Well3-Month Avg. Cash Flow: ~$246,000/MnOFFERS DUE NOVEMBER 11, 2015PP 4146DV

IRION CO., TX PROJECT 2,000-Gross/Net AcresMIDLAND BASIN - STACKED PAYSAcreage Is Contiguous and HBP. LHorizontal Wolfcamp A, B & C and ClineOffset By Devon and Broad Oak Energy.100% OPERATED WI; 75% NRIL 1071

Deals For Sale

No Commission. Call 713-650-1212

All Standard Disclaimers & Rights Apply.

PERMIAN SCOUT

Pioneer’s Northern Spraberry/Wolfcamp Performance33 horizontal wells placed on production during Q3

– Majority were Wolfcamp B and Wolfcamp A wells

o Early production results from these wells are on average tracking >15% above a 1 MMBOE EUR type curve

– Remaining wells placed on production in Q3

o 2 Wolfcamp D wells with average 24-hour peak rate of ~1,600 BOEPD

o 1 Lower Spraberry Shale well that has not yet reached its 24-hour peak production rate

– 19 wells (17 Wolfcamp B & 2 Wolfcamp A) benefited from Pioneer’s completion optimization program

o Program includes optimizing stage length, clusters per stage, fluid volumes and proppant concentrations

o Early results from 26 completion-optimization wells placed on production during Q2 and Q3 are encouraging

100

500

1,000

2,000

0 30 60 90

Dai

ly P

rodu

ctio

n (B

OEP

D)

Days On Production

Q3 Wolfcamp A Average (2 Wells)

100

500

1,000

2,000

0 30 60 90

Dai

ly P

rodu

ctio

n (B

OEP

D)

Days On Production

Q3 Wolfcamp B Average (28 Wells)

1 MMBOE

800 MBOE

~8,700’ Average Perforated Lateral Length

1 MMBOE 800 MBOE

Updated End Oct

Updated End Oct ~8,400’ Average Perforated Lateral Length

Average 24-hr peak rate: ~1,800 BOEPD 84% oil content

Average 24-hr peak rate: ~1,900 BOEPD 78% oil content

Source: Pioneer Natural Resources November 03, 2015 via PLS docFinder (www.plsx.com/finder)

Regional Activity (State Data)(10/07/15 to 11/06/15)

Compls PermitsWest Texas (RRC 7C) 32 52

West Texas (RRC 8) 78 165

West Texas (RRC 8A) 12 22

Southeast New Mexico 17 83

Most Active Operators by Permits

➊ XTO Energy 26

➋ Pioneer Natural Res 22

➌ Apache Corp 15

Permits by Formation (by Last Scout)

Formation 11/11 10/28 10/14

Spraberry 103 124 95Wolfcamp 88 64 46Bone Spring 46 37 41San Andres 11 8 7Glorieta-Yeso 9 5 2Clear Fork 6 4 2Delaware 5 5 6Brushy Canyon 3 – –Devonian 3 3 6Other Formations 48 89 81TOTAL 322 339 286Sources: NMOCD & TXRRC

Active Rigs Running (Baker Hughes) 231

Two Pioneer Sale Ranch wells surpass 2,100 boe/dPioneer Natural Resources’ Sale

Ranch 23B #2H and 21C #3H had rates of 2,825 boe/d and 2,144 boe/d, respectively, targeting the Spraberry with the use of gas

lift. The wells averaged 2,484 bo/d and 2,068 Mcf/d (2,828 boe/d, 88% oil) and were drilled with laterals averaging 8,742 ft in Martin County’s Spraberry field.

Pioneer reported that it has shortened its average total time to drill, complete

and turn a three-well horizontal pad to production to 135 days in the Wolfcamp/Spraberry, and it has cut its average drilling time by seven days per well. The company

turned 33 horizontals to production in the Spraberry and

Wolfcamp during Q3, with 28 Wolfcamp B and two Wolfcamp A wells averaging peak production rates of 1,900 boe/d (78% oil). The Wolfcamp wells are tracking EURs of more than 15% above a type curve of 1 MMboe.

Q3 Wolfcamp wells avg. 1,900 boe/d, EURs 15% above 1 MMboe curve.

Continues On Pg 3

Continues On Pg 3

Parsley reports records, 1,638 boe/d Spraberry wellAn Upton County completion by

Parsley Energy flowed at a rate of 1,395 bo/d and 1,457 Mcf/d (1,638 boe/d, 85% oil) at full flow, according to Texas state data. The Shauna 9-16B #4415H was drilled in Spraberry field with a 7,195-ft lateral and fracked with 13,096,749 lb sand and 331,206 bbl frac fluid.

The company reported that one of its Wolfcamp B wells, the Taylor 45-33-4404H, set a company record with its 30-day IP rate of 1,504 boe/d on a 9,802-ft lateral. The nine

wells Parsley completed in Q3 averaged 30-day rates of 1,167 boe/d, also a company record. Those wells had average lateral lengths of 6,962 ft.

Parsley’s Ringo 10-7-4214H Wolfcamp A well, which was drilled as part of a two-well pad in Reagan County, set a Permian Basin record for the fastest lateral drilled. The well’s 7,128-ft lateral was drilled in 41 hours.

Wolfcamp B well had a company-record 30-day IP rate of 1,504 boe/d.

Pioneer and Oxy top frackers in Permian.

Permian Scout June 15

Reverse splits are quick fixes to cure NYSE share price non-compliance.

On average, stocks perform poorly after a reverse split.

Get more Regionals!www.plsx.com/regionalsor call 713-650-1212

Page 8: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 8 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

Emerald’s July bankruptcy auction has $73 million floor

The baseline for buying the assets of bankrupt Emerald Oil has been set at $73 million per a stalking-horse agreement reached in late May between the company and New Emerald Holding, a JV formed by Crestline Management’s CL Energy Opportunity Fund and Sole Source Capital’s SSC Emerald sub. Complying with Section 363 of the Bankruptcy Code, Emerald will solicit competing bids ahead of a July 11 court-supervised auction at legal adviser Kirkland & Ellis’ New York office.

New Emerald Holding won the stalking-horse designation in a process that started with 100 potential bidders. Thirty-seven of them signed confidentiality agreements and viewed Emerald’s data room, and 14 indicated interest in the assets in late April. Four ultimately submitted final bid letters by the May 13 deadline, and New Emerald’s was the best offer.

The assets up for grabs are 74,500 net acres (127,000 gross, 100% operated) primarily in the prolific Low Rider and Lewis & Clark areas of McKenzie County, North Dakota, with current net production of 3,450 boe/d (88% oil), with an additional 1,300 boe/d shut in or awaiting workover. Pro forma for non-op asset sales earlier this year, the YE15 proved reserves are 15 MMboe (89% oil, 98% PDP). The acreage contains more than 500 drilling locations. Most of Emerald’s undeveloped acreage is under a JV with Koch Industries to accelerate drilling.

Emerald filed for Chapter 11 protection in March, listing $291 million in assets against $337 million in liabilities.

Earthstone adjusts 2016 capex for more activityIndependent E&P Earthstone Energy sold 4,500,000 common shares at $10.50

each in an offering launched June 16 for gross proceeds of $47.25 million. The company granted underwriters SunTrust Robinson Humphrey and Seaport Global 675,000 common shares in an overallotment option, which could result in the offering paying net proceeds of about $51.4 million to the company.

Net proceeds will repay revolver debt and be used for general corporate purposes, which may include the funding the completion of 5.3 net (12 gross) wells, and the drilling and completion activities associated with operated and

non-operated properties, leasehold interest and property acquisitions. As of June 14, Earthstone’s credit facility had $47.8 million of borrowings outstanding, much of it stemming from the refinancing of $37.2 million in debt it acquired via its recent acquisition of Permian producer Lynden Energy.

In consideration of its Lynden buy, the company adjusted its spending for the rest of the year. It now intends to spend $39.1 million in 2016. President and CEO Frank A. Lodzinski commented, “The increased capital program has the potential to generate a 2016 exit rate that ranges from 6,000-6,200 boe/d, which is ... 70% greater than our average production for the first quarter of 2016, and sets us up well for significant growth in 2017.” Its common shares outstanding assuming full exercise of the greenshoe will be 22,710,407.

Debt

Earthstone Adjusts 2016 Capex for More Activity

Capital Expenditures$MM(Net)

Number of Gross/Net

Wells Spudded

Number of Gross/Net

Wells OnlineDrilling & CompletionsOperated Eagle Ford 24.5 5/2.5 12/5.3Non-Op Bakken 7.0 10/0.4 35/1.4Non-Op Midland Basin - Horizontal 3.5 1/0.4 1/0.4Non-Operated Mitchell Ranch 1.0 0/0 2/1.0Operated Austin Chalk 1.1 0/0 1/0.5Land 2.0 - -

Total 39.1 16/3.3 51/8.6Source: Earthstone Energy

Will fund completion of 5.3 net wells & pay down revolver with proceeds.

Equity

Convertible noteholders would get 4% of the new common and $15 million in cash and warrants to buy 1% of the pro forma equity.

Preferred shareholders would share $11.1 million in cash and existing common shareholders would share of 4% of the reorganized common.

The company said it would save over $200 million a year in annual interest once the plan takes effect. The proposed plan would also cure its NYSE continued listing standards deficiency, for which the company received

a notice on May 26 after its share price traded below $1 for 30 consecutive days. Holders of 66.7% of the value and over

50% in number of Halcón third-lien, unsecured and convertible notes and at least 66.7% of the preferred outstanding must vote in favor for the plan to be effective. If it doesn’t receive those levels of approval, Halcón would not be required to file for bankruptcy.

Regional Oil & Gas Intelligence November 3, 2015

Serving the local market with drilling activity, permits & deals for sale Volume 02, No. 14

MUSSELSHELL CO., MT ACREAGE77,413-Gross & 52,200-Net Acres.CENTRAL MONTANA UPLIFT LMISSISSIPPIAN HEATH OIL PLAYProposed Depths: 3,600-9,675 Ft. HEATH100% OPERATED WI FOR SALE SHALEOffset Production: ~100 BOPDL 3185DV

SHERIDAN CO., MT PROSPECTS10-Potential Wells. 3-Prospects.WILLISTON BASIN DVMULTIPAY PROSPECTSRed River. 11,300 Ft.Mission Canyon & Others. 7,500 Ft.60% OPERATED WI; 48% NRI MULTIPAYExpected IP (Red River): 375 BOPDWell Reserve: 300 MBOE/Well DV 3851

Deals For Sale

No Commission. Call 713-650-1212

All Standard Disclaimers & Rights Apply.

BAKKEN SCOUT

Regional Activity (State Data)(10/08/15 to 10/29/15)

Compls Permits

North Dakota 25 136

South Dakota – –

Montana – 2

Most Active Operators by Permits

➊ EOG Resources 32

➋ Continental Resources 21

➌ QEP Energy 12

Permits by Formation (by Last Scout)

Formation 11/03 10/13 09/22

M Bakken 12 16 9Three Forks B2 10 3 1Three Forks B1 7 9 13Bakken 3 7 7Three Forks B3 2 2 1Cut Bank 1 – –Duperow 1 – –Three Forks B4 1 – –Other Formations 101 78 111TOTAL 138 115 142Sources: MBOGC, NDIC & SDDNR

Active Rigs Running (Baker Hughes) 63

Statoil long lateral flows at 3,486 boe/d from the BakkenInternational player Statoil flowed a

long-lateral Bakken well at 3,071 bo/d and 2,489 Mcf/d (3,486 boe/d, 88% oil). The Heen 26-35 #7H was drilled with a 9,604 ft lateral in Todd field in Williams County, North Dakota.

Two other Statoil completions in Williams County, the Smith Farm 23-14 #6TFH and #7H, are also long laterals drilled in Cow Creek field. The #6TFH targets the Three Forks with a 10,560-ft lateral and

flowed at 2,369 bo/d and 2,735 Mcf/d (2,825 boe/d, 84% oil) and the #7H has a 10,313-ft lateral targeting the Bakken, flowing 2,285 bo/d and 2,508 Mcf/d (2,703 boe/d, 85% oil).

Statoil’s Bakken assets include 330,000 net acres with an extensive gathering system for transportation and resource marketing.

Has 330,000 net acres in the play along with gathering system.

Continues On Pg 3

Top 20 Statoil Williston Basin Completions (01/15/15 - 09/25/15)

County Operator Well Name Field Reservoir TD boe/d Oil %McKenzie Statoil Johnston 7-6 #4H Banks Bakken 22,420 5,129 75%Mountrail Statoil Bures 20-29 #5H Alger Bakken 20,610 4,354 85%Mountrail Statoil Bures 20-29 #6TFH Alger Three Forks 20,646 4,047 86%Williams Statoil Judy 22-15 #5H East Fork Three Forks 20,720 3,894 86%Williams Statoil Hawkeye 16-21 #3H Todd Bakken 21,281 3,884 89%McKenzie Statoil Maston 34-27 #5TFH Banks Three Forks 20,775 3,791 76%Mountrail Statoil Bures 20-29 #3H Alger Bakken 20,254 3,759 86%Williams Statoil East Fork 32-29 XE #1H East Fork Bakken 19,985 3,726 87%Williams Statoil Folvag 5-8 XE #1H Stony Creek Bakken 20,765 3,686 87%Williams Statoil Heen 26-35 #7H Todd Bakken 20,310 3,486 88%Williams Statoil Irgens 27-34 #5H East Fork Bakken 20,350 3,399 82%Williams Statoil Irgens 27-34 #3H East Fork Three Forks 10,830 3,295 83%Williams Statoil Judy 22-15 #3H East Fork Three Forks 20,990 3,260 85%McKenzie Statoil Maston 34-27 #6H Banks Bakken 21,415 3,143 71%Williams Statoil East Fork 32-29 #6TFH East Fork Three Forks 10,699 3,065 87%Williams Statoil Field Trust 7-6 #4H Todd Bakken 20,442 2,893 90%Williams Statoil Smith Farm 23-14 #6TFH Cow Creek Three Forks 21,235 2,825 84%Williams Statoil Folvag 5-8 #6TFH Stony Creek Three Forks 20,824 2,774 88%Williams Statoil Smith Farm 23-14 #7H Cow Creek Bakken 20,925 2,703 85%Williams Statoil Folvag 5-8 #5H Stony Creek Bakken 20,820 2,656 87%Source: North Dakota Industrial Commission

SM reports efficiency gains despite delaying completionsIn the Bakken/Three Forks, SM

Energy production increased 27% YOY in Q3 but dropped 7% sequentially to 22,200 boe/d (85% oil) as the company increased its completion backlog to 47 wells. The company reported that it has

reduced drilling times to 15-21 days—down by 11% vs. 2014—and has drilled several Divide County wells in fewer than 10 days. Overall costs are down 20-25% vs. 2014. Furthermore, enhanced completions including plug-and-perf

with cemented liners are driving 20-30% increases in recoveries per well.

SM has been adding Bakken resources to its Three Forks inventory, and nine

Middle Bakken wells are performing above its Three Forks type curve. Two

additional recently completed wells could extend SM’s Divide County Bakken footprint farther south.

The company also recently announced the opening of a new office in Williston, North Dakota that SM calls a “tangible indication” of its commitment to growing its North Dakota operations.

Drilling times down by 11% & costs down 20-25% vs. 2014.

Halcón trio delivers strong results at Fort Berthold.

Bakken Scout June 7

Halcón Resources draws up $2B+ plan Continued From Pg 1

All Standard Disclaimers & Seller Rights Apply.

December 31, 2014 • Volume 25, No. 18

TransactionsServing the marketplace with news, analysis and business opportunities

EAST TEXAS SALE PACKAGE 12-Active Wells. 3-SWD. ~3,700 Acres.BUNA WEST & SILSBEE FIELDSHARDIN & JASPER COUNTIES PPWilcox Sands 10,000 Ft.-15,000 Ft.Additional Drilling Locations Identified58-100% Operated WI; ~73 Lease NRI 191Gross Production: 77 BOPD & 888 MCFD BOEDNet Production: 44 BOPD & 530 MCFDJune 2014 Cash Flow: ~$156,600/MnPDP PV10: $4,826,000BIDS DUE BY JANUARY 15, 2015PP 2351DV

KERN CO., CA PROPERTY ~18,000-Contiguous Net Acres.BEER NOSE FIELDBloemer Tight Sandstone Objective. PPEstimated Depth: 10,000-15,000 Ft.Also Monterey, Belridge, Gibson, Oceanic,Santos, Tumey & Kreyenhagen Potential.100% OPERATED WI; ~77% NRI TIGHTGross Production: 36 BOPD & 57 MCFD SANDNet Production:27 BOPD & 44 MCFD6-Mn Avg. Net Cash Flow: ~$28,800/MnPP 5217DV

FEATURED DEALS

Whiting seals buyout of Bakken peer Kodiak

There is one less publicly listed Bakken producer following the closing of Whiting Petroleum’s acquisition of rival Kodiak Oil & Gas. The deal created a combined company with a market cap north of $6.0 billion based on the stock price the day before closing. Whiting now has the highest Bakken/Three Forks

production at a pro forma 125,000 boepd for Q3, squeaking by long-time leader Continental Resource's 121,600 boepd.

The deal also increased Whiting’s Bakken/Three Forks inventory by 158% to 3,460 net drilling locations across 855,000 net acres. YE14 proved reserves for the combined company total 780 MMboe (83% crude, 7% NGLs), up 29% compared to Whiting and Kodiak’s YE13 sum.

Southwestern buys more Marcellus/Utica for $394 millionAlso closes $5.4 billion initial acquisition from Chesapeake

Statoil is selling a 5.8% stake in its Marcellus and Utica JV assets in northern West Virginia and southern Pennsylvania to new partner Southwestern Energy for $394 million and retaining ~23% WI. Having also closed its $5.4 billion purchase of Chesapeake’s 67.5% WI, Southwestern’s newly acquired interests will rise to 73.3% WI, representing 443,000 net acres.

The Statoil deal adds incremental October

net production of 29 MMcfed and 30,000 net acres targeting the Marcellus, Utica and Upper Devonian for Southwestern. Statoil had a preferential right to buy Chesapeake’s stake when that company’s deal with Southwestern was announced in October, but chose not to exercise it. Including these properties and others in the play, Statoil retains a strong Marcellus position covering ~570,000 net acres with pro forma Q3 net production of 759 MMcfed.

The Statoil deal is expected to close in 1Q15 and will be financed fromSouthwestern’s revolver.

Oxy in talks to buy private Permian driller Three RiversCash-rich after receiving $6.0 billion in the spin-off of its California business,

Occidental Petroleum is looking to supercharge its core Permian growth engine by pursuing privately held Three Rivers Operating Co. II LLC. Industry sources contacted by PLS have estimated values in the $1.20-1.35 billion for the deal. A Bloomberg story citing an unnamed source said the companies are discussing a price below $20,000/acre—implying a value below $1.75 billion based on Three Rivers’ 82,000 net acres at YE13 plus 5,400 net

acres picked up this summer.Austin, Texas-based Three

Rivers II launched in August 2012 with the acquisition of 15,000 net acres and 1,900 boepd in the Midland Basin from Meritage Energy. Backed by Riverstone Holdings, the company at YE13 touted 25,000 net acres in the Midland Basin, 22,000 in the southern Delaware Basin and 5,000 in the Central Basin Platform representing a drilling inventory exceeding 1,800 locations (average 90% WI) targeting the Wolfcamp, Cline and Wolfberry combo play.

Repsol strikes, snapping up Talisman for $13 billionCapitalizing on falling oil prices to gain a substantial upstream foothold in North

America, Repsol has struck a deal to acquire Talisman Energy for $13 billion. The purchase price consists of $8.00/share (C$9.33/share) in cash plus the Calgary company’s $4.7 billion debt. Unanimously approved by both companies’ boards, the deal will boost Repsol’s pro forma 2014 production by 76% to over 4.08 Bcfed immediately and significantlyexpanditsexplorationportfolio.Thecombinedcompanywillhaveapresence

in more than 50 countries with 27,000 employees.

Cash-rich Repsol had been gearing up for a strategic upstream acquisition, building up a $12 billion-plus war chest this spring through the divestment of its equity in Argentine explorer YPF, a $5.0 billion settlement with Argentina over the 2012 seizure of a 51% stake in YPF, and the sale to Shell of its Latin America-focused LNG business. At the time, Repsol said it was shopping for companies or assets within the OECD with development potential, scale, extra growth capacity and above 8% return on capital.

Bids $8.00/share after Talisman tagged a low of $3.46/share.

Continues On Pg 12

Gets additional 30,000 net acres & 29 MMcfed from Statoil interest.

Creates largest producer in Bakken with Q3 output of 125,000 boepd.

Cont'd On Pg 17

Continues On Pg 11

Continues On Pg 15

PLS sources value deal for Riverstone-backed company at $1.20-1.35 billion.

Emerald sets $73 million floor for July bankruptcy auction.

A&D Transactions June 1

New Emerald Holding is stalking-horse bidder for Emerald’s Bakken assets.

July 11 auction will be held in Kirkland & Ellis’ NYC offices.

Page 9: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 9 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

The Wall Street Journal reported a battle heating up between the second-lien holders who agreed to exchange their $1.45 billion in debt for equity and a group of shareholders who filed objections in court to being wiped out in the restructuring and called for the formation of a committee ahead of the June 23 hearing

to approve the plan. The shareholders

claim that Energy XXI’s management is “distrustful” and concocted a plan giving a majority of the restructured company to the junior bondholders while leaving the same management in place. The shareholders

accused management of wrongly downgrading the undeveloped oil and gas reserves, leading to a $2.7 billion write-down, or 78%, of the enterprise value to “create the perception of massive insolvency” to avoid paying out a recovery to shareholders in its restructuring. The group also accused management of paying themselves big bonuses before the company filed for bankruptcy in April.

The second-lien holders, including Franklin Advisers, Mudrick Capital Management and Oaktree Capital Management, argue this restructuring is no different than many others, and the appointment of a committee of equity holders is “a rare and exceptional measure” and a “needless drain of the debtors’ assets.”

“Before there is any possibility for recovery by the equity holders, $2.9 billion in claims on account of funded debt, excluding general unsecured claims, must be paid,” the junior bondholders said in court papers. Energy XXI’s $675 million enterprise value makes it “wildly improbable” there’d be value left for shareholders, the creditors said.

Vanguard falls short after base adjustmentVanguard Natural Resources now has a borrowing base deficiency approximating

$103.5 million after its lenders lowered the base on its revolving credit facility by 26% to $1.325 billion from $1.8 billion. The company said that as of May 26, it had $1.424 billion in outstanding borrowings and nearly $4.5 million in outstanding letters of credit. Cash

on hand was about $40 million.To cure the deficiency,

Vanguard will make six monthly installments of about $17.3 million starting June 27. The company believes that excess cash flow that it forecasted for the rest of the year should be sufficient to cover the payments.

The spring base redetermination included the impact of the company’s recently closed SCOOP/STACK

divestiture. New terms also include a one-time current ratio waiver for Q2 and an increase in the mortgage requirement to 95% from 80-95%. Also, the company would be considered to be in default of the facility if it made any principal or accrued interest payments, or fees, to any senior notes or second-lien debt on or after Sept. 15 if its pro forma liquidity (after giving pro forma effect to such payment) is less than $50 million.

S&P lowered Vanguard’s rating to CC, from B– in January, and Moody’s downgraded Vanguard’s corporate rating to Caa3, from B3 in March.

Debt

Warren Resources goes to court with restructuring plan Warren Resources filed for Chapter 11 protection in the US Bankruptcy Court for

the Southern District of Texas on June 2. The move was expected, as the company board named James A. Watt as its chief restructuring officer, to serve in that position in addition to his other positions as president and CEO. Warren had skipped a $7.5 million interest

payment due Feb. 1 on its senior notes and defaulted 30 days later.The company reached

a restructuring support agreement with lenders under its first-lien credit agreement and holders of a majority of its senior notes. First-lien lenders GSO Capital Partners, a Blackstone Group entity, would become lenders under a new first-lien credit facility and receive 82.5% of Warren’s reorganized equity. Second-lien creditors and holders of the company’s unsecured notes would be entitled to their share of 17.5% of the new common stock. Lenders under the second-lien credit facility also may receive five-year warrants to buy up to 5% of the post-restructuring equity.

It has a debtor-in-possession credit agreement for $20 million through Oct. 31, the earliest, payable at Libor plus 1100bp. Lenders under the DIP are expected to be one of more of the lenders under the company’s existing first-lien credit agreement or their affiliates. The DIP financing would be used to pay costs related to the Chapter 11 filing and restructuring process and to fund continuing working capital needs. Warren will keep drilling for gas in Pennsylvania and crude from the Los Angeles Basin to supply Phillips

66 Co.’s Carson refinery.The DIP comes on top of $10 million

available to the company in a restricted bank account under Blackstone’s consent. Warren Resources would also emerge with a new $130 million loan from GSO Capital.

The company listed assets of $229.67 million vs. liabilities of $545.17 million in court filings. Jefferies is financial adviser while Deloitte was appointed workout specialist. Andrews Kurth is legal counsel. Five Warren affiliates are included in joint administration; Warren E&P Inc.; Warren Energy Services, LLC; Warren Management Corp.; Warren Marcellus LLC; and Warren Resources of California, Inc. Warren’s lawyers said the bankruptcy proceedings would wrap up by mid-September under the restructuring proposal, which still needs to be approved by the judge and certain creditors.

Will pay $17.3MM a month for six months to clear up shortfall.

Borrowing base reduced to $1.325B on SCOOP/STACK divestiture.

First-lien lenders GSO Capital will end up with 82.5% of new common.

DIP of $20MM available & $10MM more from restricted GSO account.

Energy XXI files restructuring plan Continued From Pg 1

Going to court with accusations of management deception.

Junior-lien holders, who will get the new equity, battling shareholders.

Page 10: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 10 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

Rice Midstream offers units to raise almost $150MM

Rice Energy’s midstream MLP Rice Midstream Partners offered 8,000,000 common units at $18.50 each to gross $148.5 million for the partnership. A 1,200,000-unit 30-day underwriters’ overallotment option, if fully exercised, would bring total net proceeds from the offering up to $163.9 million. Rice Midstream will have 52,308,449 common units outstanding after the offering, assuming full exercise of the greenshoe. The offering closed June 7.

Proceeds will be applied toward general partnership purposes, including repayment of debt, acquisitions and capital expenditures. The MLP had about $149 million in borrowing outstanding under its revolver, with that amount subject to a weighted average interest rate of 2.2%.

Wells Fargo, RBC and BMO led a syndicate that included Capital One, SunTrust Robinson Humphrey, Fifth Third, Simmons & Co. and PNC Capital Markets. In May, the MLP had entered into an equity distribution agreement with Wells Fargo, Barclays, RBC and SunTrust Robinson Humphrey to sell common units having an aggregate offering price of up to $100 million from time to time.

Bill Barrett agrees to private $84.7MM debt-equity swapBill Barrett Corp. privately negotiated a swap agreement with an individual

noteholder to exchange about $84.7 million principal amount of the company’s 7.625% senior notes due 2019 for 10 million new common shares plus cash payment of accrued and unpaid interest. The company’s shares closed NYSE trading at $7.27 on June 2, the day

the agreement was announced.The 2019s are the

company’s nearest-term debt, and the deal eliminates 21% of the principal amount it would have to pay upon maturity, the company said, also indicating that its net debt decreased by 12%, and that it would save about $6.5 million a year as a result of the swap deal.

Besides the 2019s, the company has just two other debt instruments outstanding—$400 million outstanding of 7% notes due 2022 and $580,000 of 5% notes due 2028.

CEO and president Scot Woodall said the debt reduction occurred at a discount to par, and that the company’s plan to sell non-core assets in the Uinta Basin for $30 million will also help to strengthen its balance sheet. Woodall said the company has taken advantage of stronger oil prices to add hedges to protect future cash flows.

Anadarko dips into Western Gas sub to raise $476MMAnadarko Petroleum subsidiary Western Gas Resources has priced an underwritten

offering of 12,500,000 common units for gross proceeds of $476.12 million. Underwriters will have a 30-day option to purchase an additional 1.875 million common units. The offering’s proceeds go to Anadarko Petroleum and not its midstream MLP, Western Gas

Equity Partners. News of the offering on June 14 caused Western Gas’ units to slide 10% on NYSE trading.

Last year, Anadarko sold 2,000,000 common units and

6,500,000 million tangible equity units to raise funds. The company seems to cash out parts of its Western Gas Equity stake to raise cash for its own needs. For 1Q16, Anadarko reported a net loss to common stockholders of $1.034 billion, or $2.03/share.

In the quarterly report, Anadarko chairman, president and CEO Al Walker said, “Year to date, we’ve closed monetizations totaling $1.3 billion and are currently in the process of advancing another $700-plus million of divestitures.”

Midstream & Downstream

Balance Sheet Tidying Keeps Bill Barrett Healthy

$0

$100

$200

$300

$400

$500

2016 2017 2018 2019 2020 2021 2022

Debt Maturities(in millions)

Borrowing Base - $335 million with zero drawn

• Borrowing base of $335 million with zero drawn − Cash position of $106 million at March 31, 2016− No need to draw funds anticipated in 2016 or 1H 2017

• Nearest debt maturity is not until 2019

• Net-debt/EBITDAX ratio of 2.9x at March 31, 2016

• Focused on opportunities to increasestakeholder value and improve balancesheet− Recently completed debt exchange of nearest and highest

interest rate maturity at discount to par− Retired $85 million of senior notes; reduces net debt by

12% and generates annual interest savings of $6.5 million

• Liquidity further enhanced with cashproceeds of $30 million from Uinta Basinnon-core asset sale1

$400 million 7.625% senior notes due 2019 and $400 million of 7.0% senior notes due 2022

1. Uinta Basin asset sale expected to close on or before June 30, 2016

Debt Exchange - retired $85 million at discount

Source: Bill Barrett June 3 Presentation via PLS docFinder www.plsx.com/finder

Company negotiated swap at roughly 15% discount to par.

Debt

Western Gas units traded down 10% after offering divulged.

■ Azure Midstream Partners said it started trading on the OTCQB market June 6 after being delisted from the NYSE. The partnership’s units had fallen from the exchange’s minimum average global market capitalization requirement of $15 million. The MLP said it hasn’t decided what action it may seek in response to the delisting. Its ticker symbol, AZUR, stayed the same.

MLP could net about $164MM on full exercise of overallotment option.

BUYER SEEKING ASSETS? PLACE A WANTED AD!

Call Ross Benoche, 713-600-0154

Page 11: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 11 energyFinanCe

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SemGroup $200MM-plus equity sale follows Rose Rock rollupSemGroup Corporation sold 7,500,000 common shares in a public offering

at $27 each on June 17 through sole underwriter Barclays to gross $202.5 million. The company granted the underwriter a 30-day overallotment option for another 1,125,000 shares, which if fully exercised would bring the company’s net proceeds to about $228.4 million. The offering was 50% upsized from an originally contemplated

5,000,000-share deal. The company intends to use

net proceeds for working capital and general corporate purposes, including paying down its revolving credit facility and funding future capex.

Upon full exercise of the overallotment option, the company would have 52,813,475 common shares outstanding. But that number won’t stay constant for long. The offering follows an agreement with its 56%-owned Rose Rock Midstream sub

under which SemGroup will purchase the remaining equity that it does not already own in a stock-for-unit deal in which

holders of each Rose Rock common unit will receive 0.8136 SemGroup common shares. The deal is expected to result in about 13,100,000 more SemGroup common outstanding. Acquisition price represents a 19.2% premium to Rose Rock’s volume-weighted average prices during the 20 trading days ended May 27. SemGroup would also assume $750 million of Rose Rock’s 5.625% senior unsecured notes.

SemGroup targets an 8% compound annual dividend growth rate and dividend coverage of 1.5x or higher through 2018. Carlin Conner, president and CEO, said, “We anticipate that Rose Rock’s businesses, already managed by SemGroup, will enhance our combined credit profile, dividend coverage and future dividend growth rate beyond 2016.”

SemGroup expects to receive tax benefits for about 15 years stemming from the consideration it will pay to Rose Rock unitholders. Combined with its current NOLs and projected accelerated tax depreciation for future capex, SemGroup doesn’t expect to be a “significant” US taxpayer for the next four years.

Midstream & Downstream

Combined Spending Plans- SemGroup & Rose Rock2016 Capital Expenditures – $455 million

$32572%

$4510%

$51% $55

12%

 Key Committed Projects‒ Crude Projects

• Maurepas Pipeline (expected completion 4Q 2016): $325 million

• Isabel Pipeline (completed March 2016): $9 million‒ Natural Gas Projects

• Northern OK well connects & compression: $15 million• KA Plant Projects: $18 million • Wapiti Pipeline Expansion (expected completion

3Q 2016): $9 million‒ Maintenance Capital

• SemGroup: $45 million • Rose Rock: $10 million

ÂFocus to complete projects already in progress and maintain existing assets

ÂPrudent organic capital investments at attractive EBITDA multiples

$255%

n Maurepas Pipelinen Rose Rock Midstreamn Natural Gasn Other Growth Projectsn Maintenance

Source: SemGroup May 31 Presentation via PLS docFinder www.plsx.com/finder

Equity sale 50% up from original 5MM deal, could net over $228MM.

SemGroup buying rest of Rose Rock for 13.1MM shares, debt assumption.

15-yr tax benefit expected from payout to Rose Rock unitholders.

Fairway contemplating an IPO later this year

Startup Fairway Energy, which is building at least 11 MMbbl of storage capacity in Houston storage, said it may go public later this year with a NYSE listing. Any action would occur after Aug. 1, said its chief commercial officer Dana Grams. The entity transitioned to an LP from a LLC on June 1, a filing disclosed.

Fairway is also talking with CME Group and the New York Mercantile Exchange (NYMEX) about starting a hub for a futures physical delivery pricing benchmark at the new storage facility for Western Canadian Select crude, Eagle Ford crude and domestic sweet crude, according to Argus Media, and is also considering a monthly auction system similar to the one used by the Louisiana Offshore Oil Port (LOOP). Grams told Argus, “We think we can go to the over-the-counter broker-type market.”

Subsequent phases of its Houston area storage buildout could bring capacity up to 20 MMbbl, reports say. The first phase should be in service at the beginning of 2017. Financing for the first phase of the project came via a private equity offering. Houston-based private equity firm Haddington Ventures is a major investor in Fairway.

Discussing WSC, Eagle Ford & domestic sweet crude hub with CME & NYMEX.

Now an LP & expects initial public offering timing this Aug. or later.

Save time sourcing critical data

Over 1.39 million slides at your fingertips in seconds.

www.plsx.com/docFinder

Page 12: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 12 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at To learn more about PLS, call 713-650-1212Find more on energy finance at

C&J Energy Services enters into forbearance pact

C&J Energy Services entered into a forbearance agreement with lenders following the May 31 expiration of a temporary limited waiver from covenant violation on a set of term loans from a Citi-led arranger group to buy a unit from Nabors. The company had recently engaged Kirkland & Ellis and Fried Frank as legal advisers and Evercore as financial adviser to explore strategic alternatives, which could include a bankruptcy filing.

C&J fell out of compliance with the minimum-cumulative-consolidated-bank-EBITDA covenant governing its agreement, and lenders agreed to forbear through June 30 from exercising default remedies or accelerating the loan as a result of the covenant violation or any default that results from the non-payment of interest.

The company’s B-1 term loan due 2020 was issued at Libor plus 550bp with a 1% Libor floor and B-2 term loan due 2022 was issued at Libor plus 625bp with a 1% floor. As of March 31, the company had borrowings outstanding under the five-year term loans and the seven-year term loans of $569.3 million and $480.2 million, respectively.

C&J is an independent provider of premium hydraulic fracturing, coiled tubing, wireline, pump-down and other oilfield services with a focus on complex, technically demanding well completions. The company is rated CCC–/Caa3 with negative outlook. In addition to bankruptcy, other strategic alternatives for the company may include refinancing or restructuring of its capital structure.

The company also received a NYSE notice on June 2 informing that it had fallen below the exchange’s minimum continued listing standard price of $1.00 over 30 consecutive trading days.

New $1.5 billion notes lift Cheniere sub debt to $10 billionSabine Pass Liquefaction closed the private placement of $1.5 billion principal

amount of 5.875% senior secured notes due 2026 at 100. The Cheniere Energy Partners sub upsized the June 14 sale from its original sum of $1 billion. Credit Suisse placed the notes under Rule 144A guidelines.

Sabine intends to use net proceeds from the sale to prepay a portion of the principal amounts currently outstanding under its credit facilities, which at the end of Q1 stood at $125 million, as well as pay fees

and expenses associated with the sale. The notes join $8.5 billion in other

debt outstanding issued by Sabine over the years as it worked toward completing its liquefaction facility, the US’ first to produce LNG that has been exported to free-trade and non-free-trade agreement markets. The company has five other issues of senior secured notes due in succeeding years starting 2021-2025 with the new 2026s being the sixth in the series.

Oilfield Services Midstream & Downstream

Sabine Pass Liquefaction Senior Secured Notes OustandingOrig. Offer Date

Principal Amount ($MM) Coupon % Maturity

DateCurrent

Price*29-Jan-13 2,000 5.63% 2021 $98.75

28-Nov-13 1,000 6.25% 2022 $101.63

10-Apr-13 1,500 5.63% 2023 $97.50

22-Oct-14 2,000 5.75% 2024 $98.75

26-Feb-15 2,000 5.63% 2025 $98.00

8-Jun-16 1,500 5.88% 2026 $99.23

Total 10,000

*as of close of trading June 17 Source: S&P Capital IQ

Par privately placing $100MM in convertible notesPar Pacific Holdings will privately place $100 million of 5% convertible unsecured

senior notes due 2021 with qualified institutional buyers under SEC Rule 144A, the company said. It also offered a 15% overallotment option, which if fully exercised along with the proceeds from the notes will net $110.6 million to the company.

The initial conversion rate for the notes is 55.5556 common shares per

each $1,000 principal amount of notes, equivalent to an $18 a share conversion price which Par would settle in stock, cash or a combination thereof. The company’s NYSE-traded stock closed at $15.63 on June 15, the last trading day prior to setting conversion

terms of the notes. The company will use net proceeds to help pay for the purchase of Hermes Consolidated, which does

business as Wyoming Refining Co. Proceeds will also prepay $5 million under its delayed-draw term loan and bridge loan credit agreement and support general corporate purposes. Among the assets Par will acquire in the $271.4 million Wyoming Refinery purchase is the 18,000 bo/d Newcastle refinery and the 140-mile Thunder Creek oil pipeline in Wyoming. The sellers are Black Elk Refining and its Houston parent, EOR Energy Services.

Possibility to net more than $110MM if greenshoe is fully exercised.

Strong presence in Hawaii but adding Wyoming assets to mix.

Proceeds will help prepay borrowings under existing credit facilities.

Related entity Sabine Pass LNG has $420MM in 2020 notes outstanding.

Lenders led by Citi agree to forbear from any action through June 30.

Had over $1B in oustanding loans at end of the first quarter.

Page 13: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 13 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

Williams updates proxy to reflect $1.874B adjustmentIn connection with settling a shareholder lawsuit, Williams Cos. amended its proxy

statement relating to the Energy Transfer Equity merger to reflect that its shareholders shouldn’t rely on information that points to a savings of over $2 billion by 2020 due to synergistic capabilities. The new synergies estimate between the two now stands at just $126 million annually by 2020, a 94% difference. Should market conditions return to July 2015 levels, though, merger-related synergies would be $543 million, not $2 billion.

Elsewhere in the Williams/ETE saga, the companies said they’d divest

Williams’ 50% stake in the Gulfstream pipeline in Florida, per a demand by the Federal Trade Commission, which said that competition for firm pipeline capacity in the Sunshine State would be reduced with Williams’ Gulfstream stake and ETE’s 50% shares in the Florida Gas Transmission line, the other interstate pipeline serving the state. With no local gas sources or storage, Florida is dependent on pipelines. The companies said on May

24 that a trial over tax issues threatening their now $20 billion combination will begin June 20 in Delaware. And on June 8,

Williams said it may cut its Q3 dividend if the acquisition isn’t done. Williams’ board said the amount of any dividend cut hasn’t been decided—but it could “be material.”

Now, it all comes down to June 27 when shareholders will vote on the merger. ETE is buying shares of the would-be Energy Transfer Corp. for $6 billion in cash. ETC will exchange them and some cash for Williams shares. ETE hinted that the IRS could treat ETC as an investment company, triggering taxes because more than 80% of the value of the assets would be stock or securities held for investment purposes.

Also, the IRS might consider ETE’s purchase of ETC shares as a disguised sale of Williams assets. Essentially, it says the IRS could successfully argue that ETC is a front for ETE to funnel cash to Williams investors because cash purchases of stock are taxable. Williams has accused ETE of trying to back out of the deal and filed to prevent it from ending its takeover over the tax issue, or if the deal isn’t closed by a June 28 deadline. ETE then filed a counterclaim to the Williams suit. Some analysts think the real motive in all this is just to get Williams to walk away. If it does, it would have to pay ETE a $1.48 billion breakup fee.

Tetra sells $55MM in common shares & redeems senior notesTetra Technologies launched an offering of 10,000,000 common shares at $5.50

each and a 30-day overallotment option of 1,500,000 shares, which if fully exercised, would bring total net offering proceeds to about $60.4 million. Net proceeds will be

used to repay debt under its revolving credit facility as well as to redeem senior notes, and

for general corporate purposes. Including full exercise of the overallotment option, the company will have 91,994,679 common shares outstanding resulting from the offering, making this sale 14% dilutive to existing shareholders.

Co-lead underwriters BofA Merrill Lynch and Wells Fargo led a syndicate that included JP Morgan, RBC, Comerica and DNB.

The company also completed on June 2 a $65 million cash tender offer for any and all of its 5.09% senior notes, series 2010-A due 2017 and 5.67% senior notes, series 2010-B due 2020. The payouts were done at par plus accrued and unpaid interest.

■ Parker Drilling’s borrowing base was cut in half to $100 million by its lenders in an amended secured credit agreement that also allowed up to $75

million in junior-lien debt, and provided covenant relief and flexibility. Parker had not

borrowed against the facility and at Q1 end had $12.8 million in letters of credit outstanding. Chairman, president and CEO Gary Rich said Parker had $108 million in cash on hand and expects to fund 2016 capex and interest obligations through cash flow from operations and cash on hand without accessing the credit facility.

■ Forbes Energy Services, a Nasdaq-traded independent oilfield services contractor, hired Jefferies as financial advisers and Pachulski Stang Ziehl & Jones as legal advisers to help management determine strategic alternatives for its capital structure. Forbes provides drilling and production services to oil and gas companies mainly in Texas and Pennsylvania.

■ Thanks to a May 16 1-for-10 reverse split of its common shares, ultra deepwater drilling contractor Pacific Drilling is back in compliance with NYSE’s continued listing criteria for share price. The

company had received a deficiency notice Jan. 13 informing it

that its common shares had fallen below a $1 minimum share price but since May 31, the company has maintained a closing price of $1 or more, thereby regaining compliance. Pacific, a sub of Quantum Pacific International Ltd., now has 21.1 million shares outstanding.

■ Teekay Offshore Partners privately placed $100 million of its 10.5% Series D cumulative exchangeable preferred units and $100 million in common units to investor groups. The preferred is exchangeable after five years and includes about 4.5 million five-year warrants exercisable at $4.55 each and 2.25 million warrants exercisable at $6.05 each.

Oilfield Services

Midstream & Downstream

New synergies estimate 94% lower at just $126MM from the touted $2B.

If merger occurs, Williams will divest its 50% stake in Gulfstream pipeline.

June 27 is magic date—shareholders decide on controversial merger.

Equity sale proceeds will help finance $65 million tender offer.

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All Standard Disclaimers & Seller Rights Apply.

January 7, 2015 • Volume 08, No. 01

MidstreaMNewsServing the marketplace with news, analysis and business opportunities

TUSCALOOSA DRILLING PROJECT ~20,000-Contiguous Gross Acres.MAJORITY IN PIKE CO., MISSISSIPPITUSCALOOSA MARINE SHALE DVAlso Tangipahoa & St. Helena Ph., LA169-Drilling Locations. 80-Acre Spacing. TMSSEEKING JV PARTNERSHIP; 75% NRI PLAYArea EURs: 600-800 MBO/WellArea Also Contains High BTU Gas.DV 3395L

OKLAHOMA MINERAL PACKAGE 28-Active; 5-Compl; 1-Permit; 1-WOC985-NET MINERAL ACRESMISSISSIPPIAN & WOODFORD M71 Active Permits Offsetting PositionCURRENT & ONGOING DEVELOPMENT3/16ths Royalty On Most Current Leases.Net Prod: 8 BOPD, 27 MCFD, 4 BNGLD MISSISSI-Total Monthly Revenue: ~$58,000/Mn PPIANWoodford EUR’s: ~350 MBOE/WellWoodford EUR/Unit: 772 MBO & 4.8 BCFMississippian EUR’s: ~350 MBOE/WellMiss Lime EUR/Unit: 1.4 MMBO & 5.6 BCFOffers Due: January 15, 2015M 2098RR

FEATURED DEALS

Midstream sector a pipeline for stability & growth

While oil prices plunged unabashedly throughout the second half of 2014, and continue their fall as the new year gets underway, midstream MLPs that operate under long-term fee-based contracts are a continued bright spot for investors seeking both the stability that fixed, incremental income brings and the growth that needs to occur due to booming US production.

Imperviousness to price swings as well as high demand for services kept

midstream investment flowing freely last year, particularly in IPOs. The sector is expected to be on pace to perform similarly this year, staying buoyant due to volumes that will flow under fee-based contracts, in many cases, with the MLP's sponsor firm itself.

DOT railcar regulations may need more time, study saysA railcar industry trade group says one-third of the oil transported out of the

Bakken by railcars could be forced onto trucks in the next four years. The Railway Supply Institute claims that there simply aren’t enough resources to retrofit all the

railcars that need to comply with new US Department of Transportation standards within two years, resulting in the idling of tens of thousands of cars. The DOT is expected to complete standards and compliance

deadlines for tank cars early this year after initial proposals made last July.

“They can’t all be modified by the deadline, and the only alternative would be to yank them out of service,” said Kevin Neels of the Brattle Group, which the Railway Supply Institute commissioned for the study.

About 75,000 older tank cars, known as DOT-111s, fall into the category requiring the upgrades as they have been determined to have the least crash-resistant components. It was DOT-111s that crashed and exploded in Lac Megantic, Quebec in July 2013, killing 47 people, prompting continent-wide safety concerns.

Veresen & KKR will spend billions in Montney buildout Veresen Inc. and legendary investment firm Kohlberg Kravis Roberts & Co.

formed 50:50 JV Veresen Midstream into which the partners will invest more than $4.2 billion (C$5.0 billion) to support production in the liquids-rich Montney gas play on the Alberta-British Columbia border. Veresen Midstream’s keystone investment

will be pipeline and processing assets acquired from Encana and its Cutbank

Ridge Partnership JV for about $509 million (C$600 million). Then, Veresen Midstream will provide compression and transportation services to the sellers for 30 years. For Encana, the transaction unlocks $412 million in value from non-core assets it could apply to drilling. For Veresen and KKR, the deal illustrates the edge non-drilling companies have in picking up solid assets while financing options for cash-strapped upstreamers in the era of cheap oil becoming tighter.

The assets are in the Dawson, BC area operated by Encana both independently and via its Cutbank Ridge Partnership JV with Mitsubishi Corp.

Cheniere’s Corpus Christi LNG plans coming togetherCheniere Energy received word that FERC had approved plans for its Corpus

Christi LNG liquefaction facility and related infrastructure. The project will have three 4.5 mtpa LNG trains, giving it aggregate production capacity of 13.5 mtpa. The site

will also include three LNG storage tanks with capacity of about 10.1 Bcfe and two LNG carrier docks. Cheniere believes LNG exports

from the facility could begin in 2018. Right now, the plant is awaiting US Department of Energy approval to ship to markets not covered by US free trade agreements.

In the meantime, Cheniere and Kinder Morgan Texas Pipeline, Kinder Morgan Tejas Pipeline and the Tennessee Gas Pipeline Co. have entered a multi-year storage and 15-year transport agreement to ship gas to the proposed Corpus Christi LNG plant. Under the terms of the agreement, Kinder Morgan will provide 563 MMcfd of transportation service and 3.0 Bcf of storage capacity to serve the 1.8-Bcfd facility. The deal could also be increased to include up to 820 MMcfd of capacity if warranted.

FERC approval obtained, awaiting DOE nod to ship to non-FTA markets.

Expects 1.2 Bcfd processing capacity & 800 miles of gathering pipes by 2018.

DOT says over 16,000 cars a year can be retrofitted, reality says 6,400-6,600.

At least nine IPOs queued up for midstream investors so far this year.

Continues On Pg 12

Continues On Pg 8

Continues On Pg 10

Continues On Pg 14

Follow the latest news in the Williams/ETE merger story.

Latest MidstreamNews

Page 14: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

CapitalMarkets 14 June 22, 2016

To learn more about PLS, call 713-650-1212Find more on energy finance at

■ Banpu, a Thai coal miner that recently entered oil and gas with the purchase of Marcellus assets from Range Resources, named Anon Sirisaengtaksin as a director and executive adviser to support its new upstream natural gas strategy. Sirisaengtaksin is the former CEO of PTTEP, Thailand’s largest oil and gas explorer.

Seventy Seven Energy files for Chapter 11

After announcing last month that it would file its prepackaged restructuring plan simultaneous to its Chapter 11 filing, Seventy Seven Energy finally came to US Bankruptcy Court for the district of Delaware June 7 with its plan in hand. About $1.1 billion of the company’s debt will be converted into equity under the plan, which has the consent of lenders

representing the company’s incremental term supplement loan and $400 million term loan credit agreement as well as holders of the company’s 6.625% notes due 2019 and 6.5% notes due 2022. The 2019 noteholders will get up to 98.67% of the new common shares.

Existing common shareholders would get two series of warrants to buy up to an aggregate 20% of the new common shares. These would be exercisable at share prices based on total equity

values of $1.788 billion and $2.5 billion and expire five years and seven years, respectively, from the effective date.

The company, a former subsidiary of Chesapeake Energy, also said that all trade creditors, suppliers and contractors will be paid in the ordinary course of business.

Oilfield Services

Weatherford offers $2.765B in notes to refi debtAfter closing one $1.265 billion public offering and offering a new $1.5 billion

in senior notes, Weatherford International is working with a few of its subs to refinance its debt and repurchase outstanding senior notes prior to their maturities

in the open market in deals totaling $2.765 billion.

A new offering of $750 million aggregate principal amount each of 7.75% senior notes due 2021 and 8.25% notes due 2023 sprung up almost immediately from the heavy demand for Weatherford debt demonstrated by its previous offering. These notes are guaranteed on a senior, unsecured basis by sub Weatherford Ireland; Weatherford International; an indirect,

wholly owned sub of Weatherford; and an indirect sub of Weatherford Bermuda.

Weatherford Bermuda may redeem some or all notes at any time at the redemption prices, plus accrued and unpaid interest, and if the company undergoes certain change of control transactions, it could be required to offer the purchase notes from holders.

Deutsche Bank Securities and Wells Fargo lead a syndicate that includes Barclays, BBVA, Citigroup, JP Morgan, Morgan Stanley, MUFG, RBC, Standard Chartered, SEB, TD Securities and UniCredit.

Closes sale of $1.265 billion in 5.875% senior notes—The company also closed the sale of $1.265 billion of 5.875% exchangeable senior

notes due 2021 at 100 on June 1 using many of the same underwriters, which received a 30-day option to purchase $165 million in additional notes.

The company will use proceeds to fund all or part of its cash tender offers for some of its 6.35% senior notes due 2017, 6% notes due 2018, 9.625% notes due 2019 and 5.125% notes due 2020. If the tender offers are not fulfilled, the proceeds may also be used to retire other outstanding debts. The offering was upsized from $1 billion principal amount.

At the end of Q1, Weatherford had nearly $6 billion in long-term debt on its balance sheet.

Cash tender for four series of notes due each year 2017-2020.

Senior notes comprise two $750MM aggregate principal amounts.

The 2021 and 2023 notes will be issued as separate series.

Weatherford Getting Tighter Grip on Debt Management

$1,310

$500

$400

$2,400

$1,000$500

$3,000

$600$500

$1,000

$770

CurrentLiquidity*

Es�matedProceeds from

Sale of LandRigs Business

(cash component)

Es�matedFree CashFlow 2016

Es�matedFree Cash

Flow2017-2020

Poten�alAccess to

DebtMarkets

TotalAvailable

Funds

Bon Maturi�es2017-2020

GuaranteedDebt**

In $USD Millions*1Q16 cash and cash equivalents plus revolver availability, adjusted for the new credit facili�es**Addi�onal Guaranteed Debt of $750 millionNote: Management es�mates based on current internal projec�ons, for illustra�ve purposes only and subject to change

201920182017

2020Year$2,870

UnsecuredDebt

SignificantCushion to

Manage Debt

Source: Weatherford May 24 Presentation via PLS docFinder www.plsx.com/finder

Plan converts $1.1B of debt into equity, gives shareholders warrants.

2019 noteholders get up to 98.67% of the new common shares.

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Page 15: June 22, 2016 • Volume 09, No. 09 CapitalMarkets · Halcón draws up $2B+ plan, would file Ch. 11 by August Halcón Resources said a recently prepackaged debt-restructuring pact

Volume 09, No. 09 15 energyFinanCe

Access PLS’ archive for previous energy finance newsFor general inquiries, email [email protected]

Early tenders hit Baker Hughes’ $1B debt buyback targetBaker Hughes bought back $1 billion combined aggregate principal amount of its

nearly $3.8 billion in debt outstanding through tender offers on six notes with maturities ranging from 2018 to 2040. The company said it received enough tenders to satisfy the $1 billion mark just from notes that were tendered by the June 8 early tender deadline, so it doesn’t expect to accept any more notes submitted through the final June 22 deadline.

More than a third of the total $1 billion payout—$354.3 million—

went toward the longest-maturity 5.125% notes due 2040, which will leave another $1.14 billion of the 2040s outstanding. The company received early tenders for $236.6 million, or 31%, of its 3.2% senior notes due 2021 and $224.6 million, or 30%, of its 7.5% notes due 2018. It will also pay out another $184.4 million to holders of its 6% notes due 2018, 6.875% notes due 2029 and 8.55% debentures due 2024.

Holders who tendered by the early deadline will get a $30 premium in addition to their payout ratio per $1,000

face amount of notes. Citi, HSBC and JP Morgan are lead dealer managers, and Mitsubishi UFJ and Wells Fargo are co-dealer managers.

Credit agency Moody’s downgraded Baker Hughes’ senior unsecured rating to Baa1 from A2 on June 3. Down the street at S&P, the company has an A rating and a stable outlook on credit watch.

Oilfield Services

Sand companies have a long way to come up after falling during the oil-price rout. Fairmount is still 52% off its October 2014 high of $16. Even if oil prices stagnate for a while, or go down, sand usage should continue to increase because drillers are using much more of it—two to three times more—than they were three years

ago, William Blair analyst Brandon Dobell pointed out.

Monocrystalline sand provider Hi-Crush upsized its small equity offering on June 14 by 50% to 4,500,000 common units sold at $10.80 each to gross about $48.6 million. It also provided sole underwriter Credit Suisse with a 675,000 greenshoe, which would bring about $7.3

million more in gross proceeds. Companies that can ship quickly,

having access to rail and barges, will continue to take a large share. Dobell added a company that would do well would have “a facility on a rail that allows you to ship 100 railcars at once and beat me by $20 to $40 a ton in costs.”

KLR Group analyst Darren Gacicia said the sand bounce-back will soon peak as the market will want to see increased earnings. “We’re starting to creep into ‘show me some numbers’ territory before we get another leg up,” he said.

Markets get high on sand miners Continued From Pg 1

Hi-Crush offering upsized 50% to 4.5MM units, could raise almost $56MM.

Overall, sand usage should rise even if oil prices stay within $40-$60/bbl range.

Is not accepting tenders submitted beyond June 8 early deadline.

Buyback will eliminate about 26% of note liabilities from balance sheet.

All Standard Disclaimers & Seller Rights Apply.

January 2, 2015 • Volume 04, No. 16

OilfieldServiceSServing the marketplace with news, analysis and business opportunities

TUSCALOOSA DRILLING PROJECT~20,000-Contiguous Gross Acres.MAJORITY IN PIKE CO., MISSISSIPPI TUSCALOOSA MARINE SHALEAlso Tangipahoa & St. Helena Ph., LA DV169-Drilling Locations. 80-Acre Spacing.SEEKING JV PARTNERSHIP; 75% NRI TMS2-D Seismic Available PLAYArea EURs: 600-800 MBO/WellLeases Expiring in 2018-2019DV 3395L

ALASKA ROYALTY ACREAGE 15,930-Gross/Net Acres.UPPER COOK INLET BASINKITCHEN LIGHTS UNIT (N. BLOCK) RRMiocene Tyonek & Oligocene HemlockDeep Sands: 11,000-16,500 Ft.Multi Pay Intervals Present~4.45% ORRI In Leases.Offset Well Tested Over 5,000 BOPD ORRI-- From Tyonek Deep Channel Sands.Estimated Project Reserves: 89 MMBO3rd Party Reserve Report Available.Continued Development by Furie.CALL SELLER FOR DETAILSRR 5100

FEATURED DEALS

Technip spies other deals after withdrawing CGG offer

Technip has formally withdrawn efforts to take out fellow French seismic leader CGG following the rebuffing of an unsolicited $1.83 billion cash bid for the company by Technip. The offshore E&C leader said that following CGG’s refusal, Technip proposed a number of alternate options to a tender offer, but said these efforts were similarly unfruitful. In a separate

statement, CGG said that none of the proposed options created value for the company, and The Financial Times reported that board members viewed the offer as opportunistic in light of lower oil prices. Regardless, CGG asserted it was in position to weather current difficult market conditions.

Canadian service firms give signs of things to comeIn an early indicator of where service capex budgets are headed in the Lower 48 as

they are announced in coming months, Canadian service firms have been announcing drastically reduced 2015 spending plans and newbuild construction halts in anticipation

of lower producer cash flows. Many of these firms also have US operations, for even better visibility on things to come. Number one Canadian driller Precision Drilling cut next year’s budget

44% to C$493 million from 2014’s C$885 million and idled its new rig construction program “until we see an improved commodity price environment and rising customer newbuild demand,” said CEO Kevin Neveu. The 2014 plan is also being cut slightly from a prior C$908 million. Precision will complete 16 currently under construction rigs, 15 headed for the US and one for Kuwait, but is planning no further deliveries next year.

Precision is trimming excess fat for leaner times as well, announcing it has sold its US coiled tubing assets for C$44 million cash to an undisclosed buyer. As of YE13, Precision’s C/T fleet consisted of eight units in the Marcellus and Bakken shales, and Peters & Co. believes the price tag represented replacement cost.

GE guides down for oilpatch efforts in pivotal 2015 General Electric is positioning to weather the downcycle with stoicism while

picking up new business, and businesses, along the way. GE is calling 2015 a “pivot” year, as it digests the massive ~$15 billion acquisition of Alstom’s power assets (closure in Q2), raises proceeds from non-industrial, non-core asset sales and cuts

costs to mitigate the impact of cheaper oil. GE anticipates industrial profits up 10% or more next year, but as for oil and gas specifically,

while the division saw $4.9 billion in orders in Q3, it is already seeing headwinds. GE cut its growth outlook from high single- to low double-digit growth down to mid-single digit expectations. CEO Jeff Immelt called crude pricing issues a short term industry challenge. The company now hopes to keep oil and gas profits and revenues fairly flat through cost controls, although acknowledging that they very well may slide as much as 5%, particularly under capex freeze scenarios. Its exposure to the space is more geared toward production and less than peers on more volatile onshore unconventionals.

Assessing the service sector damagePrognosticators parse impact of crude plunge on services

With crude now down about 50% from its summer highs and E&Ps slashing capex left and right, some sense of the impact on the service sector is starting to come to light. Fortunately, with ongoing projects unlikely to have their plugs pulled, there is still probably a month or two of “full steam ahead, ” but some time next quarter activity decreases should begin to be more heavily felt, and it is worthwhile to examine who is best and worst positioned, how large the damage is likely to be, and how long a

trough could last. As for fracking,

PacWest Consulting recently did a deep dive conference call on its expectations, and the firm anticipates an 8% demand (as measured by hp) and price cut next year in US land. The drop represents a 12% decline in the number of horizontal wells fracked, offset somewhat by the continued shift toward more sand, stage-count and HP-intensive fracs. That said, frac stages are still expected to decrease 6%.

CGG deal dead in water; company cited opportunism by Technip.

PacWest sees frac demand & pricing down 8% next year.

Oil & Gas segment sales & profits projected down 0-5% next year.

Precision cut its 2015 budget 44% to C$493 million from 2014’s C$885 million.

Continues On Pg 8

Continues On Pg 6

Continues On Pg 10

Continues On Pg 12

Service players unveil new tech at Houston’s OTC 2016.

OilfieldServices May 10

■ Cobalt International Energy chairman and CEO Joe Bryant resigned effective June 1 after leading the offshore explorer since its inception in 2005.

Cobalt has hired former BHP Billiton oil and gas president Tim Cutt as CEO and appointed

him to its board effective July 2. Lead independent director and former KBR CEO Bill Utt has been named interim chairman. EVP and COO Van P. Whitfield is joining the board and will serve as interim CEO until Cutt takes over. Cobalt announced in March that Whitfield would resign June 30 and continue as a special adviser until year’s end.

■ EP Energy named Scott R. Browning to its board, where he will

serve on the compensation committee and the governance and nominating

committee. Browning was nominated by EP’s private equity sponsor Apollo Global Management. Browning has been an associate at Apollo since July 2014, before which he worked at Natural Gas Partners and Goldman Sachs.

■ Erin Energy announced a series of changes to its board of directors and its management team. Segun Omidele is now

CEO after serving as COO. He worked for Royal Dutch Shell for 28 years prior to

joining Erin in 2011. John Hofmeister was named chairman. Also, Michael Stinson and Omidele will fill board vacancies stemming from the retirement of Kase Lawal and Hazel O’Leary. Stinson has more than 37 years of multinational experience from ConocoPhillips.

■ Escalera Resources announced the resignation of chairman and CEO Charles F. Chambers effective June 3. Chambers was hired in March 2014 to lead the now-bankrupt Denver company, concurrent with its name change from Double Eagle Petroleum. He has worked in the oil and gas industry for more than 40 years including as CEO of Rosetta Resources. In February, Escalera filed a restructuring plan with the US Bankruptcy Court and said it would replace its five-member board.

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CapitalMarkets 16 June 22, 2016

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■ Glori Energy announced the resignation of CEO Stuart Page after leading the Houston-based microbial enhanced oil recovery specialist since 2007. Executive chairman Kevin Guilbeau has been named as interim CEO in addition to his current role. Guilbeau has more than 34 years of E&P experience; most recently, he founded Gulf Coast Energy Resources in 2010 and led the company until it merged with Talos Energy in March 2015. In addition, Glori board member Rick Neuman has been appointed as co-chairman. Neuman is a managing director at Dallas-based Hicks Equity Partners.

■ Dallas law firm Haynes & Boone announced the addition of three new partners from Winstead PC to its bankruptcy and reorganization group: Eli Columbus, Matt Ferris and Frasher Murphy. The new partners bring extensive experience in Chapter 11 cases in Texas and nationally and have amassed significant representations from the recent surge of oil and gas bankruptcies, which have been the group’s focus over the last several months.

■ Michael Roberts joined the energy corporate finance team at Houlihan Lokey in June, departing the energy mezzanine opportunities group at Carlyle Group. Prior to Carlyle, he was director, corporate finance of the energy group at Scotiabank.

■ East Texas and Kansas-focused Rangeford Resources named Marc Duncan as president and COO. Duncan has more than 35 years of management experience in oil and gas exploration. He was president and COO of Contango Oil & Gas from 2005 until February 2014 and now serves as the managing director of Four Horses and Opal Petroleum Partners. The news follows Rangeford’s appointment of Thomas E. Lindholm as CEO.

■ James Walsh has joined UBS Securities as director of Natural Resources Investment Banking. Prior to joining UBS, Walsh served as VP corporate and investment banking oil and gas at Société Générale.

CFOs and CEOs discuss their rig situations with analysts… ■ “I think it will be relatively slow…so it will be kind of one to two rigs per month

type deal when we start adding them back… it won't be five at one time…We need to see storage come down. So it is definitely something that we're focused on and getting ready to do when the time is right,” —

Richard P. Dealy, CFO, Pioneer Natural Resources ■ “You could look for us to start adding incremental activity when oil prices are $50

or higher. Now that doesn't mean we go back from the two operated rigs to 20 operated rigs immediately at $50. That means we would start adding operated rigs at that point,” — Thomas L. Mitchell, CFO, Devon Energy

■ “The add back process is going to be slow. We've said that at $50, we've started completing some DUCs at Redtail. So we're still not adding rigs yet at $50. When you go to $55, we have another $160 million or so of cash flow on that $5 increment… So even getting to $55, we can add back a rig or two, perhaps,” — Michael J. Stevens, CFO, Whiting Petroleum

■ “Like we have done in the past, I think the best way to think about us is steady as she goes. And I don't think that we're going to change our capital budget or our rig

count based on kind of quarterly swings in oil price. So we will- we're very well hedged, that gives us some certainty around the amount of cash flow we're going to have from oil prices. So we'll continue the plan that we started

at the first of the year.” —Timothy A. Leach, CEO, Concho Resources ■ “In terms of rigs, it's hard to estimate what our rig count would be because our

teams are continuing to improve their efficiencies to—continuing to reduce the days required to drill per well. So we would look at it more from a targeted production standpoint…” —Vicki A. Hollub, CEO, Occidental Petroleum

■ “We do not need 50 rigs drilling thousands of wells per year. It will take far less capital to grow production at strong double-digit rates,” —William R. Thomas, CEO, EOG Resources

■ “Nobody's unhappier with us going down to three rigs than we are, but it's what we have to do, and we're going to stay disciplined,”—Thomas E. Jorden, CEO, Cimarex Energy

People & Companies Heard on the Street

US Upstream Stock Movers—Last 30 Days Source: Bloomberg

Company Ticker $/Share 5/11/16

$/Share 4/11/16

% Change

% Change YOY

Top

5

Eclipse Resources ECR $4.09 $2.52 62% -27%

Ring Energy REI $9.72 $7.44 31% -18%

Chesapeake CHK $4.66 $3.72 25% -61%

EP Energy EPE $6.34 $5.14 23% -51%

Synergy Resources SYRG $7.11 $5.85 22% -43%

Bott

om 5

Bonanza Creek BCEI $2.33 $3.12 -25% -88%

Cobalt International CIE $1.89 $2.48 -24% -82%

Vanguard Natural Resources VNR $1.26 $1.50 -16% -92%

Earthstone Energy ESTE $10.39 $12.22 -15% -45%

Legacy Reserves LGCY $2.14 $2.49 -14% -77%

Note: data includes public, US-based companies operating in the oil & gas space, limited to companies >$1.00/share and market cap >$100MM.

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Volume 09, No. 09 17 energyFinanCe

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Antero Resources (AR; $29.34- June 9; Outperform; PT: $34)Raising 2016 and 2017 estimates for AR. The 2H16 development of these assets [West

Virginia acreage from Southwestern] drives our prior above-guidance 19% production growth estimate in 2016 for AR to 20%. For 2017 we move our projected output growth from 20% previously up to 25%, the upper end of newly issued 20-

25% guidance. We continue to expect run-rate debt to EBITDA near 4.5x for 2017, a full but manageable level given AR's strong hedge and transportation positioning. We expect AR's likely 2Q16 volumetric and pricing pre-announcement to serve as the next catalyst for shares sometime in July. —Baird

Laredo Petroleum (LPI; $11.57- June 14; Outperform, PT: $15)We previously modeled 4.0 MMboe of output for the quarter, while the Street

expected 4.1 MMboe. Management also decreased 2Q16 LOE guidance by 7% at the midpoint to $4.50-5.25/boe from $4.75-5.75/boe. We take our 2Q16 estimates toward

the midpoint of these updated ranges, now modeling production of 4.2 MMboe and LOE of $4.88/boe…Raising price target to $15 on this higher cash flow outlook and LPI's constructive type curve updates. Ongoing Earth Model-

related learnings and growing throughput among cost-advantaged production corridors continue to bring a positive long-term bias to our valuation modeling. —Baird

Pioneer Natural Resources (PXD; $162.50-June 16; Outperform, PT: $212)The company estimates adding 70 Wolfcamp B locations viable for 9,000’ lateral

development and 80 Wolfcamp B locations viable for 7,500’ or less lateral development. Assuming strip pricing and an $8 million well cost, returns are projected to exceed 50% for the wells drilled with 9,000’+ laterals. Incorporating the acquisition, increased rig cadence and equity offering, our NAV increases by $2/share to $212/share. We reiterate our Outperform rating and continue to see PXD as being a premiere Permian operator with a strong balance sheet and liquidity position. —Iberia Capital

Rex Energy (REXX; $0.80-June 16; PT: N/A)REXX’s joint development partner in the Moraine East Area, Benefit Street

Partners, has elected to increase its capital commitment by $45.7MM to $98.1MM from $51.6MM previously to participate in the next 12 wells; the company now expects FY16 capex of $35.5MM, which is at the high-end of its $15MM-$40MM

guidance. Combined with the proceeds from the recent Illinois Basin divestiture, management estimates the additional liquidity of $80MM should allow the company to HBP the majority of its Appalachian Basin

acreage by mid-year 2017. Takeaway: Positive. Good to see the company continue to improve its financial health – the additional capital from its joint development partner should help the company remain active and HBP its position – while continuing to make operational strides. —Seaport

Southwestern (SWN; $14.74–June 9; Market Perform, PT Range: $8-$14) AR buys Marcellus from SWN. Sale positive for shares. Total proceeds of

$450MM used to reduce term loan ($750MM due in Nov. 2018) and would relieve some overhang regarding balance sheet. Our model shows leverage 1x lower at YE16. Company has been marketing 233k

net acres in SW Appalachia (acreage for which the company had no plans), so in theory still has 178k net acres. —Wells Fargo

Analyst Takes ARK-LA-TEXTEXAS & LOUISIANA PROPERTIES~1,750-Total Wells. ~104,600-Net Acres.BOSSIER & HAYNESVILLE SHALE PPMULTIPLE COUNTIES~1,490-Vert Wells. ~260-Hz Wells. >270Low-Risk Recompletions. MMCFEDSignificant New Vert & Hz Well Locations70-88% OPERATED WI; 70-87% NRINet Production: >270 MMCFEDProduction Is 70% Gas & 30% LiquidsOver 750+ Miles Of Pipeline.375 MMCFD Of Firm-Processing Capacity.PP 3700DV

TEXAS & LOUISIANA PROPERTIES19- PDP Wells. ~90,000-Net Acres.CASS, MARION & BOSSIER COUNTIES PP3-Key Areas. Haynesville Upside. 25 Additional Operated Drilling Locations. >50Acreage Predominantly HBP. MMCFED64-81% OPERATED WI; 78-81% NRICurrent Net Production: 50+ MMCFEDProduction Is 97% Gas.PP 3800DV

ALABAMAALABAMA ASSETS FOR SALE389-Total CBM Wells.FAYETTE, TUSCALOOSA & WALKER PPBLUE CREEK & CEDAR COVE FIELDSBLACK WARRIOR BASIN CBMOPERATIONS, ROYALTY & Surface Fee6-Mn Gross Production: 15,484 MCFD12-Mn Avg Net Income: $119,649/MonthPP 3242

SOUTH TEXASSOUTH TEXAS SALE PACKAGE86-Total Wells. 52,000-Net Acres.BURLESON, MILAM & ROBERTSON PPAUSTIN CHALK & EAGLEBINEProducing Formations: Austin Chalk,Buda, Georgetown & Eaglebine EAGLEBINE71-Operated Wells. 9-NonOperated Wells.Varying OPERATED & NonOperated WIGross Production: 650 BOPD & 900 MCFDPP 3092DV

SOUTH TEXAS ASSETS FOR SALE~120-Wells. 9,904-Net Acres. (100% HBP)DUVAL, HIDALGO, KENEDY, ZAPATA, PP& MCMULLEN COUNTIESProducing From: Wilcox & Vicksburg ~11Mostly OPERATED WI Available MMCFEDCurrent Net Production: ~11 MMCFEDProduction Is 98% Gas6-Mn Avg Net Operating Cash: ~$300,000Fields Have Cumm’d >1.0 TCF.PP 4751DV

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CapitalMarkets 18 June 22, 2016

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PERMIAN / WEST TEXASCRANE CO., TX PROJECT2-Producing Wells. 353-Gross/Net Acres.MCELROY FIELD PPProducing From Grayburg-San Andres2+ Hz Grayburg-San Andres LocationsAll Acreage Held By Production. GRAYBURG100% OPERATED WI; 82% NRIPP 3356DV

HOWARD CO., TX ROYALTIES3-Producing Wells.PERMIAN BASIN RRProducing From Wolfcamp ARoyalty, ORRI & NonParticipating RI2.93944% Interest In Existing Uints WOLFCAMPCurrent Gross Prod: 2,517 BOPD &1,951 MCFDRR 3684PP

MIDLAND CO., TX ROYALTIES6-Producing Wells. ~481-Net Mineral Acres.FIVE BENCH AREA RRHorizontal & Vertical Producing WellsPotential Targets: Hz Middle Spraberry,Lower Spraberry, Wolfcamp A, Upper ~20 BOEDWolfcamp B & Lower Wolfcamp B6.202637% RI AVAILABLE (2 Wells)9.375% RI AVAILABLE (4 Wells)Avg Net Production: 16 BOPD & 26 MCFDAvg Net Income: $19,640 Per MonthRR 3533PP

PECOS CO., TX PROPERTIES9-Wells. 10,240-Acre Leasehold.DELAWARE BASIN PPTargets: Wolfcamp A & BPotential For 50+ Horizontal Wells. ~250100% OPERATED WI; 75% NRI BOEDAvg Net Production: 253 BOED (93% Oil)Net Operating Cash Flow: ~$136,414/MnPP 4460DV

PECOS CO., TX PROSPECT12,682-Gross/Net Acres.WOLFCAMP DEVELOPMENT DV Wolfcamp Conventional Play & ResourceDriven Bone Spring/ Wolfcamp WOLFCAMPAdd Potential: Pennsylvanian & Ellenberger3-Operated Vertical Well Bores.100% OPERATED WI; 75% NRIPotential Reserves: 70+ MMBO (OOIP)DV 3993

PECOS CO., TX SALE PACKAGE5-Producing Wells.PERMIAN BASIN - GOMEZ FIELD PPVarying NonOperated WI & NRI6-Mn Gross Prod: 19 BOPD & 5,602 MCFD2-Mn Net Cash Flow: $94,259/Month NONOPAGENT WANTS OFFERS JULY 14, 2016PP 3025

PERMIAN / NEW MEXICOLEA CO., NM NONOP PROPERTY317-Total Wells. ~680-Gross/Net Acres.EUINCE MONUMENT FIELD PPPERMIAN BASIN308-Active & 9-Temporarily Abandoned Wells~4.69% NonOperated WI; ~4.1% NRI NONOPGross Prod: 2,545 BOPD & 2,779 MCFD4-Mn Avg Net Cash Flow: $71,128/MnAGENT WANTS OFFERS JULY 14, 2016PP 3036

PERMIAN / WEST TEXASWEST TEXAS ASSETS FOR SALE237-Wells. 24,270-Net Acres. (98% HBP)IRION, REAGAN & SCHLEICHER CO. PPSOUTHERN MIDLAND BASINProducing From: Spraberry, Wolfcamp, 1,530Canyon & Dean Formations BOEDHorizontal Wolfcamp Potential84% OPERATED WI; 63% NRINet Production: 1,530 BOED (60% Oil)Operating Cash Flow: ~$916,667/MonthPP 3206DV

WEST TEXAS LEASEHOLD FOR SALE3-Wells. 1,280-Gross/Net Acres.IRION, REAGAN & TOM GREEN COS. DVWOLFBERRY POTENTIALProduced From: Fusselman WOLFBERRYAcreage 100% Held By Production.SWD Well With High Capacity Disposal.Behind Pipe Potential In The Wolfberry.100% OPERATED WI; 80% NRIHorizontal Wolfcamp Offset Activity.Water Gathering Facilities & Pipeline.DV 3216PP

ANDREWS CO., TX SALE PACKAGE2-Wells.HORIZONTAL SAN ANDRES PPPotential For 6 Additional Locations.1-Well Fracked 01/28/16 - Flowing Back SANVarrying NonOperated WI & NRI ANDRES2-Mn Avg Gross Prod: 207 BOPD & 63 MCFDPP 4756

ANDREWS CO., TX SALE PACKAGE1,203-Wells. ~1,284-Gross/Net Acres.PERMIAN BASIN - FULLERTON FIELD PP860-Active, 248-Inactive, 95-TA Wells~4.52% NonOperated WI; ~3.96 NRI NONOPGross Prod: 8,533 BOPD & 7,260 MCFD6-Mn Avg Net Cash Flow: $212,040/MnAGENT WANTS OFFERS JULY 14, 2016PP 3334

SOUTH TEXASSOUTH TEXAS ASSETS FOR SALE125-Gross Wells. 41,300-Net Acres.MAVERICK, DIMMIT & ATASCOSA PPEAGLE FORD VOLATILE OIL WINDOWMainly Producing From Georgetown Lime.Upside In Upper & Lower Eagle Ford. ~7,700300+ Remaining Drilling Opportunities. BOEDVarying OPERATED & NonOperated WIExpected 08/16 Net Prod: ~7,700 BOEDAvg 2015 Cash Flow: $6,500,000/MnAGENT WANTS OFFERS BY MID JULYPP 4655DV

ZAVALA CO., TX PROJECT53,000-Net Acres.EAGLE FORD TIGHT OIL FAIRWAY DVMAVERICK BASINUpside: Eagle Ford, Austin Chalk & BudaLow-Risk - Multi Zone Light Oil Potential EAGLESEEKING JV PARTNER FORDIP Rate: 440 BOPD (Buda 4 Laterals)IP Rate: 740 BOPD (Eagle Ford 4 Laterals)5-Yr EUR: 260 MBO/ Well (Buda)5-Yr EUR: 438 MBO/Well (Eagle Ford)NPV10: $4.6 MM - $7.6 MM/WellDV 4774

SOUTHEAST TEXASFAYETTE CO., TX RE-ENTRY3-Wellbores. 4,400-Acres.GIDDINGS FIELD DVLow Risk Development DrillingPrimary Objs: Upper Austin Chalk 9,500’Secondary Objs: Taylor Group Sands, AUSTINBuda & Georgetown Carbonates CHALKAdditional 10-20 HZ Development.SEEKING JV PARTNER5-Yr EUR: 135 MBO Per Well --- (Re-Entry)NPV10: $3,500,000 Per WellDV 4746RE

SOUTHEAST TEXAS PROPERTIES6-Producing Wells. 3,720-Net Acres.BRAZOS, MATAGORDA & WHARTON PP ALLEN DOME FIELD - 3 SALT DOMESStacked Miocene & Frio SandsShallow Conventional --- Oil Field Development 35100+ Identified Drilling Locations. BOPD100% OPERATED WI; 72% NRITotal Net Production: 35 BOPDCombined Cum Production: 71 MMBOCurrent Cash Flow: $30,000 Per MonthPP 4004DV

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Volume 09, No. 09 19 energyFinanCe

PERMIAN / WEST TEXASPERMIAN BASIN PROPERTIES1,490-Total Wells. 6,759.92-Net Acres.ECTOR & ANDREWS COUNTIES PPCOWDEN NORTH & PENTEAM FIELDS1,226-Active Wells. 264-Inactive Wells.Operated & NonOperated Positions. PERMIANVarying WI, RI, ORRI, NPI & NPRI.Gross Prod: 5,674 BOPD & 6,545 MCFD6-Mn Net Income: $286,698 Per MonthPP 4566

UPTON CO., TX PROPERTY6-Total Wells. ~3,480-Gross/Net Acres.PERMIAN BASIN PP3 Different Leases.19 Horizontal Drilling Locations. HZ3D Seismic Coverage Data Available. DRILLING100% OPERATED WI; 75-78% NRI6-Mn Gross Prod: 37 BOPD & 122 MCFDPP 3744DV

WEST TEXAS PROPERTY FOR SALE11-Producing Wells. 14,824-NMA.HOWARD & BORDEN COUNTIES PPMIDLAND BASINProducing: Clearfork, Wolfcamp A & B, ~280Canyon, Strawn, Cline, Mississippian, BOEDUpper & Lower SpraberryRights To All Depths.100% OPERATED WI; 75% NRIApril 2016 Net Prod: ~280 BOED (88% Oil)188-260 Potential HZ Locations IdentifiedPP 3522DV

WEST TEXAS SALE PACKAGE9-Producing Wells. 874-Gross Acres.DAWSON, GLASSCOCK, HOWARD & PPMARTIN COUNTIESPERMIAN BASIN PERMIANTargets: Spraberry, Dean, Wolfcamp,Strawn and Atoka Formations697-Acres Leasehold Held By Production.1.75-4% NonOperated WI; 1.36-3% NRINet Prod: 2.1 BOPD & 6.7 MCFDNet Income: $1,547 Per MonthPP 4637

COCHRAN CO., TX PROPERTY80+ Total Wells. ~6,760-Leasehold Acres.PERMIAN BASIN PPSlaughter & Levelland Field38-Producing Wells. 45-Injection Wells. PERMIAN100% OPERATED WI; Avg 73-81% NRIGross Production: 67 BOPD & 19 MCFD3-Mn Avg Net Income: $32,830 Per MonthPP 4723

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MONTANADANIELS CO., MT ACREAGE SALE16,100-Net Acres.BAKKEN & THREE FORKS LSecondary Targets: Madison, McGowen,Mission Canyon, Ratcliffe, Charles & BAKKENRed River Formations100% OPERATED WI; 80% NRIAcreage Adjacent To Large OperatorsPotential Recoverable Rsrvs: >50 MBOL 3756

MONTANA LEASEHOLD FOR SALE~36,742-Net Leasehold Acres.ROOSEVELT, SHERIDAN & DANIELS LBAKKEN SHALETarget Formations: Bakken, Three Forks, THREENisku, Ratcliffe, Red River & Mississippian FORKSACREAGE FOR SALEL 3030DV

MULTISTATE ROCKIESROCKIES ASSETS FOR SALE384-PDP Wells. 140,200-Net Acres. PPMONTANA, NORTH DAKOTA & WYOMINGWILLISTON & POWDER RIVER BASINSUpside Potential: Sussex, Shannon, Mowry,Frontier, Muddy, Bakken & Red River ~3,330New Drill, Behind Pipe & Hz Opportunities BOEDAvg 65-83% OPERATED WI; 83% NRINet Production: 3,329 BOED (86% Oil)PP 3390DV

UTAH & COLORADO LEASEHOLD~47,709-Net Leasehold Acres.SAN JUAN CO., UT & DELORES CO., CO LPARADOX BASINProducing Formations: Lisbon & PARADOXMississippianACREAGE FOR SALEL 3027

NORTH DAKOTAMCKENZIE CO., ND SALE PACKAGE2-Producing Units. 1,280-Acre Spacing.BAKKEN SHALE PP30-Associated PUD LocationsContinued Area Development & Drilling NONOPWith Uptick In Oil Prices.Varying NonOperated WI AVAILABLE6-Mn Gross Prod: 63 BOPD & 76 MCFD12-Mn Avg Net Income: $7,335/MonthPP 3048DV

OKLAHOMACADDO CO., OK NONOP ASSET SALE54-Infills. 19-Workovers. 4-Redrills.CADDO-MARCHAND FIELD PPOngoing Development Program w/PDPsUp To 25% NonOperated WI; 20% NRI ~3802015 Net Production: ~380 BOPD BOPD2016 Forcasted Net Prod: 309 BOPDProved Remaining Reserves: ~11 MMBOPV10: $112,123,000PP 4452DV

GARVIN CO., OK MIDSTREAM ASSETS121-Wells. ~4,146-Total Net Acres.EOLA-ROBBERSON FIELD G100% Gas Plant Ownership.Expanding Gathering System GAS-- into NonOperated Acreage. PLANT29-Drilling Locations & 12-RecompletionsVarying OPERATED & NonOperated WINet Prod: 423 BOPD, 5 MMCFD &828 BNGLPDNet Operating Income: $712,548/MonthPDP Reserves: 46 BCFEAGENT WANTS OFFERS JUNE 29, 2016G 3267PP

PENNSYLVANIAPENNSYLVANIA SALE PACKAGE3-Wells. 20,354.896-Net Acres.INDIANA, CAMBRIA & CLEARFIELD COS. PPCLYE FIELD - MARCELLUS SHALEProduction From Marcellus. MARCELLUSPotential Upside From Oriskany Deep RightsLarge Mostly Continguous Acreage.Favorable Surface Topgraphy92-100% OPERATED WI; 74.75-85% NRIIncludes NonProducing Acreage.Existing Commercial Oulets For Gas.PP 3745DV

COLORADOCOLORADO LEASEHOLD FOR SALE72,833-Net Acres. 122,346-Gross Acres.PICEANCE BASIN LGarfield, Mesa, Moffat & Rio Blanco Cos.MINERAL & SURFACE INTEREST MINERALSNon-Producing Leasehold.L 3570

COLORADO LEASEHOLD FOR SALE~178,660-Net Leasehold Acres.ADAMS, ARAPAHOE, ELBERT, LMORGAN & WASHINGTON COUNTIESDJ BASIN DJ BASINTarget Formations: Niobrara, Dakota,DJ Sands & SussexProductive Formations & DevelopmentACREAGE FOR SALEL 3028DV

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NORTH DAKOTAMOUNTRAIL CO., ND PROPERTY54-HZ Wells. 102-PUD Locations.BAKKEN - THREE FORKS PP8 Additional Wells Currently Proposed1 Additional Well Spudded In 04/20/2016~0.18% NonOperated WI; ~0.15% NRI BAKKEN Gross Prod: 5,631 BOPD & 7,609 MCFD12-Mn Average Net Income: $10,940/MnPP 4588DV

NORTH DAKOTA SALE PKG70-Well Package.BAKKEN SHALE & THREE FORKS PPVARIOUS COUNTIES2-New Well Proposals.1-Recompletion Proposal. OBO/ORRINonOperated WI & ORRI AVAILABLEGross Prod: 7,039 BOPD & 24,370 MCFD11-Mn Avg Net Income: $12,183/MonthPP 3056RR

UTAHCARBON CO., UT PROPERTY17-Producing Wells. 1-SWD.2,080-Net Acres. 2,720-Gross Acres. PPDRUNKARDS WASH FIELDUINTA BASIN UINTAAvg 75% OPERATED WI; 64% NRI6-Mn Gross Production: 2,163 MCFD9-Mn Avg Net Cash Flow: $17,033/MonthPP 3215

UTAH ORRI & NONOP PROPERTIES2,500+ Well Package.DUCHESNE & UINTAH COUNTIES RRNEWFIELD GMBUAverage 0.3832824% ORRI OBO/ORRIAvg 9.61% NonOperated WI; 7.84% NRIGross Prod: 12,816 BOPD & 12,769 MCFD7-Mn Avg Net Income: $224,148/MonthRR 4574PP

WYOMINGCAMPBELL CO., WY PROPERTIES5,125-Net Acres. (96% HBP) 2-Key Areas.POWDER RIVER BASIN PPKeuhne Ranch & Duvall Ranch AreasTargeting: Minnelusa Sand 215Leases Can Deliver 83% NRI BOEDNet Production: 215 BOED (100% Oil)Minnelusa Cum (Across Fields): 25 MMBO3P Net Reserves: 5.7 MMBOE (100% Oil)26-Undrilled 3P Locations Identified.Estimated 3P PV9: $29,200,000PP 3870DV

DEALS FOR SALE

Analysts’ view on select stocksKey: Ticker/Current Price/52-Week Low/52-Week High/Market Cap

Upgrades: ■ Antero Midstream Partners (AM/$25.90/$16.47/$29.76/$4.56B) from Hold

to Buy by Stifel Nicolaus; from Market Perform to Outperform by Baird. ■ Archrock Partners (APLP/$12.46/$5.36/$25.00/$800.10M) from Hold to Buy

by Goldman Sachs. ■ Concho Resources (CXO/$122.41/$69.94/$127.48/$16.60B) from Equal-Weight

to Overweight by Morgan Stanley. ■ CNOOC (CEO/$121.31/$82.28/$152.64/$56.12B) from Hold to Buy by

BOCOM International. ■ Helmerich & Payne (HP/$65.63/$40.02/$75.25/$7.11B) from Equal-weight to

Overweight by KeyBanc. ■ Marathon Oil (MRO/$14.48/$6.52/$27.77/$13.70B) from Equal-weight to

Overweight by Capital One Financial; from Underweight to Equal-Weight by Morgan Stanley.

■ Murphy Oil (MUR/$31.10/$14.30/$44.37/$5.78B) from Market Underperform to Market Perform by Raymond James.

■ Weatherford (WFT/$6.06/$4.71/$14.42/$5.44B) from Equal Weight to Overweight by Barclays.

New Coverage: ■ Anadarko Petroleum (APC/$54.87/$28.16/$84.95/$28.14B) at Buy by

Drexel Hamilton. ■ Energen (EGN/$48.44/$20.76/$77.12/$4.84B) at Equal-Weight by Barclays;

at Buy by Stifel Nicolaus. ■ Matador (MTDR/$22.37/$11.13/$28.64/$2.09B) at Equal-Weight by Barclays. ■ Parsley Energy (PE/$26.16/$13.29/$27.28/$5.28B) at Overweight by Barclays;

at Buy by Wunderlich. ■ Carrizo O&G (CRZO/$40.24/$16.10/$53.89/$2.42B) at Buy by Stifel Nicolaus. ■ Synergy Resources (SYRG/$7.11/$5.01/$12.82/$1.39B) at Strong Buy by

Raymond James.

Downgrades: ■ Chesapeake Energy (CHK/$4.66/$1.50/$13.45/$3.20B) to Underperform from

Sector Perform at RBC Capital. ■ Enable Midstream Partners (ENBL/$14.06/$5.38/$17.40/$5.82B) from Equal-

Weight to Underweight by Barclays; from Outperform to Neutral by Citigroup. ■ EnLink Midstream (ENLC/$15.28/$6.41/$33.24/$2.71B) from Overweight to

Equal-Weight by Barclays; from Buy to Hold by Jeffries. ■ EQT (EQT/$77.90/$47.10/$87.38/$13.69B) from Buy to Hold at Deutsche Bank. ■ Range Resources (RRC/$45.22/$19.21/$56.18/$8.01B) from Buy to Neutral at

Nomura Securities. ■ Pembina Pipeline (PBA/$30.52/$17.88/$34.13) from Outperform to Neutral

by Credit Suisse. ■ Statoil (STO/$16.64/$10.89/$19.08/$54.10B) from Hold to Sell by Deutsche Bank. ■ Talen Energy (TLN/$13.57/$5.73/$20.25/$1.74B) from Overweight to

Equal-Weight by Barclays. ■ TC Pipelines (TCP/$54.95/$34.25/$62.81/$3.71B) from Equal-Weight to

Underweight by Barclays.

Key: Ticker/Current Price/52-Week Low/52-Week High/Market CapSource: Google Finance

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