Rights of First Refusal coming in handy – Surmont Oil Sands

Suncor, April 27, 2023:

Suncor Energy (TSX: SU) (NYSE: SU) today announced that it has agreed to purchase TotalEnergies’ Canadian operations through the acquisition of TotalEnergies EP Canada Ltd., which holds a 31.23% working interest in the Fort Hills oil sands mining project (Fort Hills) and a 50% working interest in the Surmont in situ asset. This will add 135,000 barrels per day of net bitumen production capacity and 2.1 billion barrels of proved and probable reserves to Suncor’s oil sands portfolio. The acquisition is for cash consideration of $5.5 billion, with the potential for additional payments of up to an aggregate maximum of $600 million, conditional upon Western Canadian Select benchmark pricing and certain production targets. Subject to closing, the transaction will have an effective date of April 1, 2023.

Two assets were purchased. It wasn’t entirely clear what the price allocation between both assets were. Now we know:

31.23% Fort Hills – CAD$1.5 billion / $160 million contingent consideration
50% Surmont oil sands – CAD$4.0 billion / $440 million contingent consideration

Suncor purchased from Teck 21.3% (minus Total Energies’ right of first refusal component of 6.65%) for $1 billion. Suncor ended up with another 14.65% in total. The 31.23% consideration for $1.5 billion is roughly in-line with what Teck paid.

How did we figure this out the split between the two major assets?

May 26, 2023:

ConocoPhillips (NYSE: COP) today announced that it is exercising its preemption right to purchase the remaining 50% interest in Surmont from TotalEnergies EP Canada Ltd. for approximately $3 billion (CAD$4 billion), subject to customary adjustments, as well as contingent payments of up to approximately $325 million (CAD$440 million). ConocoPhillips currently holds a 50% interest as operator of Surmont and will own 100% upon closing. This transaction is subject to regulatory approvals and other customary closing conditions.

Here’s the kicker:

Based on $60 WTI, the transaction will add approximately $600 million of annual free cash flow in 2024, inclusive of approximately $100 million of annual capex for maintenance and pad development costs.

That’s US dollars – US$60 WTI = US$600 free cash flow, or about CAD$817 million. Suncor was paying about 5.4x free cash flow. Logically it is even better when WTI is greater than US$60! This should have been a pretty easy decision for ConocoPhillips to exercise the right of first refusal.

All of this was unfortunate because Total Energies was planning on doing a spinoff of these two assets and depending on valuation, I was planning on getting into this firesale. No longer!

It is no kidding that Suncor stock is down today – Surmont is 75,000 boe/d of low-cost production. Fort Hills has a rated capacity of 194,000 boe/d. While it is a nice consolation prize (especially as the entire operation is now consolidated in Suncor), the Surmont asset is something I’d like to get into at the price Suncor was paying!

Farmer’s Edge on the edge

Back during sunnier times for most technology ventures (March, 2021), Farmer’s Edge (TSX: FDGE) managed to raise gross proceeds of $144 million in their IPO at $17/share.

Now they are trading at 19 cents per share, and a cursory look at their balance sheet shows that they have $49 million in debt, owed to Fairfax and due early 2025, and $15 million in cash. Even worse, they bled another $15 million for the first quarter.

Sometimes it is really difficult to make money in a particular sector and no matter how much money you throw at it ($620 million and counting), the story doesn’t change.

The Teck Sweepstakes, Round 4

Previous edition (Round 3).

On April 26, 2023, Teck had to tuck in its tail and announce that the division between its mining and coal units would be postponed and that the board would consider a more simplified option. They could not get a 2/3rds majority vote.

Today, we have news that a Canadian mining titan, Pierre Lassonde, is interested in purchasing the coal mining unit of Teck for an undisclosed price.

This isn’t exactly a known secret – there was an article just a month ago about this.

My guess is that this is just media-baiting to facilitate more selling of the stock.

Price is everything. Using an unlevered 2x/EBITDA (which would be a price that clearly anybody would salivate getting a relatively stable business for), the coal unit would fetch a pre-tax $15 billion, or just under half of Teck’s market cap.

Perhaps the scheme is to put up $5 billion in equity, and borrow $10 billion (half of it can be a flat-out debt offering, and the other $5 billion can be functionally borrowed from Teck in exchange for a 5-10% perpetual revenue royalty or some other form of financial engineering), and suddenly you have the makings of a very asymmetric transaction – on the buy-side, your ROE will be insanely huge, while on the sell-side, Teck hopes to receive a re-rating on its stock AND retain some cash flow to fund the capital expenditures of your future copper mines. Win-win!

Glencore would surely be interested in the assets as well, but in either case, the palms of the government will have to be greased to facilitate this.

From a psychological standpoint, it feels like that the cited pipeline of physical copper shortages is reaching a feverish pitch. It is being spoken as if it is conventional wisdom, and that makes me very cautious with respect to the market.

I remember this script playing out before – Potash Corp was going to be taken over by BHP in 2010, but the government put the brakes on this in short order. A strategic difference is that Teck’s copper operations mainly lie in South America, while Potash Corp’s reserves were in Canada.

However, Teck’s coal mining operation is situated in British Columbia. Perhaps Lassonde thinks that he can obtain the assets for cheaper than Glencore via less regulatory stress.

Teck’s stock is trading at a price that it has not seen for over a decade. Teck’s history in the past has always been punctuated by massive booms and busts – with the current cycle obviously being in boom territory (fortunes were made if you got in during the busts!). While it is likely that their copper operations will make bundles of money, the question then becomes one of valuation – my deep suspicion is that this baseball game being played is down to the last three innings. I also very much doubt that shareholders are going to get an exit decided for them (i.e. I think the chances of an outright sale of the coal unit and a subsequent special dividend is next to nothing). There’s too much of a management incentive to keeping the company’s gravy train going for at least another few years.

Finally, in today’s edition of “everybody has to be a macroeconomist to invest in this market”, while all indications suggest that the economy is still humming along, commodities at the later stages of an economic cycle are the textbook asset that you don’t want to be exposed to. There are other mitigating factors (i.e. the inflation and monetary policy situation), but given the contraction of liquidity in the US (not to mention the looming debt crisis), coupled with mixed messages, makes me very defensive about matters. My crystal ball, while seeing some patches of clarity here and there, still remains considerably murky.

Dream Office REIT SIB

An interesting financial gamble just commenced yesterday evening.

Dream Office REIT (TSX: D.UN) owns 28 properties (2 under construction), and currently about 63% of the square feet is lease-able in downtown Toronto. The consolidated portfolio is 80% occupied (84% with commitments), with the Toronto segment at 88%.

Just like other office REITs, D.UN’s unit prices have gotten killed over the past year for well-known reasons.

On D.UN’s balance sheet, their primary assets are $2.39 billion in investment properties, and about 26 million (effective) units of Dream Industrial REIT (TSX: DIR.UN) (fair market value: $383 million at March 31, 2023). There is also about $1.27 billion in debt. Some of the debt is secured with the DIR.UN equity. The net equity is $1.5 billion, and with 52.2 million diluted units outstanding, gives a net asset value of about $29/unit.

They announced they will be selling about half (12.5 million units) of their DIR.un for $14.20 a piece ($177.5 million gross) and then commence a SIB for 12.5 million of their own REIT (24% of diluted units outstanding) for $15.50/unit. This is $194 million gross.

A typical bought deal would cost about 4% of the gross, so D.UN is paying about $7 million for this transaction, plus another amount for the legal fees for the SIB, so let’s round it to a $200 million dollar transaction.

D.UN shot up from $12.61 to around $15.00 per unit today in response – clearly some arbitrage potential being priced in.

The $200 million dollar question is (and this applies to all of these office REITs) whether the $2.4 billion in properties on their balance sheet is actually worth $2.4 billion.

If so, Dream is trying to buy dollars for half-dollars.

If the properties are worth 71% of the stated value, then the proposition is break-even at best (not factoring in the leverage factor and lost income from the ownership of DIR.un).

If the properties are worth less than 71% of the stated value, then this is a value-destroying proposition.

Another interesting factoid is that Artis REIT (TSX: AX.UN) and related entity Sandpiper jointly own about 6.8 million units of Dream Office REIT. Will they tender?

This will be interesting to watch. I have no skin in the game here – in general, I am adverse to deeply leveraged entities in our existing macroeconomic environment.

Office REITs

Those of you that tuned into the last episode of Late Night Finance will know that I took tiny positions in a couple office REITs, which I took the liberty to dump out subsequent to that zoom-cast (no, not a pump-and-dump, I promise).

Traditional valuation methods of real estate can use cash flow methods, capitalized costs of land/building, and gut instinct on where future market demand lies, but there is one universal truth and that is when vacancy rates are high, it is not a good sign of how much cash flow you can dredge out of a property.

We are starting to see downward pressure on various office properties (WSJ article), at least in San Francisco.

While the specific example in this article may be an extreme case (a mark-down of 80% or so from pre-Covid pricing), because mortgage and other secured financing is collateralized by real estate asset values, it stands to reason that many other office REITs are going to face issues with trust covenants of specific debt-to-asset ratios going forward.

Since real estate loans are a slow-moving process, it will take a sustained credit-tight environment to trigger more and more financial stress on these entities, but just like how Silicon Valley Bank and Signature Bank New York were the first canaries in the coal mine, it will be inevitable that we will see the first office REITs start to fall – the trigger will be forced liquidations of office properties.