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Enter Symbol
or Name
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CA



Crescent Point Energy Corp
Symbol CPG
Shares Issued 397,316,609
Close 2014-04-22 C$ 44.50
Market Cap C$ 17,680,589,101
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Crescent to acquire Sask. oil company for $1.1-billion

2014-04-23 15:26 ET - News Release

Mr. Scott Saxberg reports

CRESCENT POINT ANNOUNCES STRATEGIC TORQUAY CONSOLIDATION ACQUISITION OF CANERA ENERGY CORP. AND UPWARDLY REVISED 2014 GUIDANCE

Crescent Point Energy Corp. has entered into an arrangement agreement to acquire all of the issued and outstanding shares of CanEra Energy Corp., a privately held southeast Saskatchewan oil and gas producer with a large Torquay land position and production of approximately 10,000 barrels of oil equivalent per day (boe/d). Total consideration for CanEra is approximately $1.1-billion, including approximately 12.9 million Crescent Point shares, $192-million of cash consideration and the assumption of approximately $348-million of net debt.

The CanEra assets include more than 260 net sections of land with Torquay potential, of which more than 200 net sections are exploratory land and 60 net sections are in Crescent Point's core Flat Lake area. In total, Crescent Point now has exposure to more than 880 net sections of land with Torquay potential, of which more than 280 net sections are in the core Flat Lake area. The CanEra assets also include high-quality, long-life southeast Saskatchewan conventional production of approximately 10,000 boe/d with low decline rates, high netbacks and significant free cash flow. The successful completion of the CanEra arrangement is also expected to drive a 7-per-cent reduction in Crescent Point's total payout ratio in 2015, due to the strong cash-flow-generating capability of the acquired assets and low associated maintenance capital requirements.

"There are two major aspects of this deal that fit really well with our business plan for stable, long-term growth," said Scott Saxberg, president and chief executive officer of Crescent Point. "The assets consolidate and complement our conventional assets, and will generate significant free cash flow, and the 260 net sections of Torquay land we gain provide further exposure and upside potential in a play that we're very excited about."

Assuming the successful completion of the CanEra arrangement on or about May 15, 2014, Crescent Point is upwardly revising its 2014 guidance for production and funds flow from operations. The company's 2014 exit production rate is expected to increase by 7 per cent to 145,000 boe/d from 135,000 boe/d, and its average daily production in 2014 is expected to increase by 5 per cent to 133,000 boe/d from 126,500 boe/d. The company's funds flow from operations for 2014 are expected to increase by 6 per cent to $2.38-billion from $2.25-billion. Capital expenditures for the year are expected to increase by 1.4 per cent, or $25-million, which is expected to maintain CanEra's current production levels for the year.

Strategic rationale

The successful completion of the CanEra arrangement is expected to increase Crescent Point's Torquay exposure in its core Flat Lake area by 27 per cent to more than 280 net sections. The CanEra assets to be acquired include 60 net sections of land in the core of the company's Flat Lake area in southeast Saskatchewan. The company has identified more than 80 net Torquay drilling locations on these lands. As Crescent Point announced on April 14, 2014, the company has delineated a significant Torquay discovery in Flat Lake and is pleased with results to date. Combined with the CanEra assets, Crescent Point has identified more than 480 low-risk Torquay drilling locations on these combined lands.

The CanEra arrangement also builds on the company's significant Torquay exploratory land position, adding more than 200 net sections to its existing 400 net sections for a combined total of more than 600 net sections of exploratory land. Including more than 280 net sections of core Flat Lake land, Crescent Point now has exposure to more than 880 net sections of land with Torquay potential.

"This acquisition adds to our low-risk drilling inventory in the Flat Lake area and provides increased exposure on the greater exploration trend," said Mr. Saxberg. "We have a successful track record of finding and developing new resource plays that have enhanced our growth, and we are excited about the potential we see in the Torquay."

Based on an estimated annual decline rate of approximately 16 per cent, Crescent Point expects annual maintenance capital of approximately $40-million in order to maintain production from the CanEra asset base in the 10,000-barrel-of-oil-equivalent-per-day range for 2015. Anticipated free cash flow of approximately $180-million from the CanEra assets would result in an estimated 7-per-cent reduction in Crescent Point's total payout ratio, assuming a WTI (West Texas Intermediate) oil price of $100 (U.S.)/bbl.

"The low decline rate of CanEra's assets should work in tandem with our successful water-flooding programs in the Bakken and Shaunavon to continue lowering our corporate decline rate and to enhance the dual-track growth plan we've implemented," said Mr. Saxberg.

The CanEra arrangement further consolidates Crescent Point's Viewfield Bakken light oil resource play and is expected to facilitate the company's water-flood plans in the area. CanEra is the largest remaining working-interest partner in the Viewfield Bakken water-flood project.

CanEra arrangement

Under the terms of the CanEra arrangement, Crescent Point has agreed to acquire all of the issued and outstanding shares of CanEra for an aggregate of 12.9 million Crescent Point shares and cash consideration of $192-million. In addition, Crescent Point expects to assume approximately $348-million of CanEra net debt, including deal costs. The company's aggregate consideration for CanEra is approximately $1.1-billion, based on a price of $44.50 per Crescent Point share.

The acquisition is consistent with Crescent Point's strategy of consolidating large oil-in-place assets. With its long-life and low-decline assets, the CanEra assets are expected to provide steady production and free cash flow, and to provide long-term production, reserves and cash flow growth, particularly in the Bakken and Torquay formations in Crescent Point's core Flat Lake area.

Key attributes of the CanEra assets to be acquired:

  • Production of approximately 10,000 boe/d, approximately 96 per cent of which is high-quality, long-life light and medium crude oil;
  • More than 260 net sections of land with Torquay potential, of which more than 200 net sections are exploratory land and 60 net sections are in the company's core Flat Lake area;
  • More than 80 net internally identified Torquay drilling locations;
  • Netback of approximately $64.00/boe based on $100.00 (U.S.)/bbl WTI, $4.65/thousand cubic feet AECO (Alberta Energy Company) and an exchange rate of $1 (U.S.) to 90 cents;
  • Tax pools estimated at approximately $600-million.

Reserves summary

Independent engineers have assigned reserves utilizing National Instrument 51-101 reserve definitions, effective April 30, 2014, as follows:

  • Approximately 52.1 million boe of proved plus probable and 34.4 million boe of proved reserves;
  • Reserve life index of 14.3 years proved plus probable and 9.4 years proved.

Acquisition metrics

Based on the above expectations for the CanEra arrangement, the estimated acquisition metrics are as follows:

  1. 2014 cash flow multiple:
    1. 4.8 times based on production of 10,000 boe/d;
  2. Production:
    1. $111,400 per producing boe based on 10,000 boe/d;
    2. Netback of approximately $64.00/boe;
  3. Reserves:
    1. $21.38 per proved plus probable boe (recycle ratio of 3.0 times);
    2. $32.39 per proved boe (recycle ratio of 2.0 times).

The above metrics are based on a price forecast of $100.00 (U.S.)/bbl WTI, $4.65/thousand cubic feet AECO and an exchange rate of $1 (U.S.) to 90 cents.

The CanEra arrangement is expected to be accretive to Crescent Point's per-share reserves, production and cash flow on a debt-adjusted basis.

Financial advisers

BMO Capital Markets acted as financial adviser to Crescent Point with respect to the CanEra arrangement.

TD Securities Inc. acted as financial adviser to CanEra with respect to the CanEra arrangement.

Boards of directors approvals and recommendations

The board of directors of Crescent Point has unanimously approved the CanEra arrangement, and the board of directors of CanEra has unanimously recommended approval of the CanEra arrangement. The CanEra board of directors has determined that the consideration to be received by CanEra shareholders pursuant to the CanEra arrangement is fair to CanEra shareholders. The officers, directors and largest shareholders of CanEra, holding approximately 99 per cent of CanEra's issued and outstanding shares, have executed support agreements and have agreed to vote their CanEra securities in favour of the CanEra arrangement.

The CanEra arrangement is subject to customary regulatory, court and other approvals, and is expected to close on or about May 15, 2014.

Upwardly revised guidance for 2014

Crescent Point continues to execute its business plan of creating sustainable value-added growth in reserves, production and cash flow through management's integrated strategy of acquiring, exploiting and developing high-quality, long-life light and medium oil, and natural gas properties in the United States and Canada.

As a result of the CanEra arrangement, Crescent Point is upwardly revising its 2014 guidance for production and funds flow from operations. The company's 2014 exit production rate is expected to increase by 7 per cent to 145,000, and its average daily production in 2014 is expected to increase by 5 per cent to 133,000 boe/d. Crescent Point expects to maintain CanEra's current production levels and to add 10,000 boe/d to its exit 2014 production rate by increasing its capital expenditures budget by $25-million.

Crescent Point's funds flow from operations for 2014 are expected to increase by 6 per cent to $2.38-billion.

"The CanEra deal is accretive to us in terms of production, reserves and cash flow in 2014, and should drive a 7-per-cent reduction in our all-in payout ratio next year," said Mr. Saxberg. "We expect an even bigger positive impact over the long term as these assets contribute to lower declines and enhance the dual-track growth plan we've implemented over the past several years."

Crescent Point's balance sheet remains strong, with projected average-net-debt-to-12-month-cash-flow ratio of approximately 1.1 times. The company continues to execute its aggressive hedging program, using both WTI and WTI-differential oil hedges to provide a steady cash flow and reduce volatile North American oil price differentials. The company's hedging program has provided financial strength and stability since Crescent Point's inception in 2001.

As at April 17, 2014, the company had hedged 66 per cent of its oil production, net of royalty interest, for the remainder of 2014. The company had also hedged 34 per cent, 19 per cent and 4 per cent of its expected oil production, net of royalty interest, for 2015, 2016 and the first half of 2017, respectively. Average quarterly hedge prices range from $90 per bbl to $94 per bbl. The company also has an average of approximately 13,500 bbl/d of WTI oil differentials locked in for 2014. Crescent Point's hedges provide upside participation when oil prices increase while also providing a steady cash flow.

Crescent Point believes it is well positioned to continue generating strong operating and financial results through 2014 and beyond.

2014 guidance

                    UPWARDLY REVISED GUIDANCE FOR 2014
                                                                            
Production                                              Prior        Revised

Oil and natural gas liquids (bbl/d)                   115,000        121,300
Natural gas (thousand cubic feet/d)                    69,000         70,200
Total (boe/d)                                         126,500        133,000
Exit (boe/d)                                          135,000        145,000
Annualized fourth quarter funds flow from                                   
operations ($000) (1)                              $2,460,000     $2,680,000
Funds flow from operations ($000)                   2,250,000      2,380,000
Funds flow per share -- diluted ($)                      5.59           5.79
Cash dividends per share ($)                             2.76           2.76
Capital expenditures (2)                                                    
Drilling and completions ($000)                     1,420,000      1,445,000
Facilities, land and seismic ($000)                   330,000        330,000
Total ($000)                                        1,750,000      1,775,000
Pricing                                                                     
Crude oil -- WTI (U.S. $/bbl)                          100.00         100.00
Crude oil -- WTI ($/bbl)                               111.11         111.11
Corporate oil differential (per cent)                      13             13
Natural gas -- AECO ($/thousand cubic feet)              4.65           4.65
Exchange rate (U.S. $/$)                                 0.90           0.90

(1) Annualized fourth quarter funds flow from operations are fourth quarter
    funds flow from operations multiplied by four.                        
(2) The projection of capital expenditures excludes acquisitions, which   
    are separately considered and evaluated.

Reserves data

There are numerous uncertainties inherent in estimating quantities of crude oil, natural gas and NGL reserves, and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth herein are estimates only. In general, estimates of economically recoverable crude oil, natural gas and NGL reserves, and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies, and future operating costs, all of which may vary materially. For these reasons, estimates of the economically recoverable crude oil, NGL and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery, and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times, may vary. Crescent Point's and CanEra's actual production, revenues, taxes, and development and operating expenditures with respect to reserves will vary from estimates thereof, and such variations could be material.

We seek Safe Harbor.

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