More consolidation

This has been quite a year for mergers.

Teck (TSX: TECK.b) is on the way (although definitely not confirmed) to being acquired by Anglo American (possibly to be Anglo Teck). There is a 16% merger arbitrage spread still going on, reflecting the regulatory uncertainty – but I do think this will be passed.

I have written ad nauesum (for years) about MEG being taken over, and Cenovus (TSX: CVE) was finally the suitor. Husky Energy (which itself was taken over by Cenovus) originally took a shot at MEG more than half a decade back. There were other oil patch consolidations I will not write about here which went through consolidation mergers.

Telus International (TSX: TIXT) was majority owned by Telus and Telus was able to re-absorb it into the main entity.

I recently wrote about Laurentian Bank effectively selling itself off to a couple institutions, one of which was National Bank (NA).

On the heels of this, a couple days ago Equitable Group (TSX: EQB) announced that they were acquiring Loblaws’ (TSX: L) PC Bank business and Loblaws is taking a minority stake in Equitable.

Finally, Canfor (TSX: CFP) announced it is proposing to take over the 45% interest in Canfor Pulp (TSX: CFX) that they did not own, for a 20% premium to market, and an option to take cash or shares of Canfor – looking at the balance sheet and the state of the pulp market (which is seemingly deader than 8-track audio), their minority shareholders are quite likely to proceed with this consolidation. Canfor itself tried to take itself private in 2020 and failed by a few percentage points on the shareholder vote – is this far behind?

What is causing all of this? Natural economic forces, but also that credit is cheap and plentiful if you have it – Canadian Natural Resources, for example, just issued $1.65 billion in 3, 5 and 10 year debt at a spread of about 85bps, 100bps and 130bps to GoC equivalents, respectively – dirt cheap!

I see the preferred share market is quite low-yielding – the spreads between yields to corporate debt has narrowed significantly over the past couple years and many of the issuers have their shares trading well above par value (e.g. most of the PPL.PR.x complex, FFH, BIP, etc.) – they are being called out at their 5-year rate resets.

High prices means low yields, and in order to get higher returns, one has to venture further up the risk spectrum. It’s getting quite competitive out there.

The merged Cenovus/MEG Energy entity

This is simply a compilation of known information. No special insights in this post.

Now that Cenovus is the ‘winner’ of the MEG sweepstakes, what will be the merged entity?

MEG has 255 million shares outstanding. CVE is paying $14.75 cash and 0.62 CVE shares for MEG, or approx. $3.8 billion cash and 158 million shares of CVE.

With dilution from warrants that are highly in the money, CVE will have approximately 1.98 billion shares outstanding after this transaction.

Balance sheet-wise, CVE announced after the sale of their 50% interest in one of their jointly owned refineries netting $1.8 billion, which gave their Q3-ending balance sheet a $3.5 billion net debt pro-forma. CVE purchased $512 million of their own stock in September. After the MEG acquisition, which had about $617 million in net debt at the end of Q2-2025, CVE will have approximately $8.4 billion in net debt pro-forma post-acquisition.

MEG’s production was estimated to be 100,000 boe/d; CVE’s production was estimated to be 800,000 boe/d, hence the combined entity will be approximately 900,000. Combined FCF for 1H-2025 is $1.56 billion, annualized $3.1 billion (noting WTI pricing is considerably lower today than it was in 1H-2025). This assumes no cost synergies when the assets get merged (in reality, there will be considerable synergies to be had with the Christina Lake project being so geographically close, and they will also be able to make proper capital allocation decisions in the whole geography instead of in isolation – MEG was going to blow some money on raising the production and this project is likely to change scope after the acquisition).

At WTI at US$58, I have the FCF of the combined entities at roughly $2.8 billion, but for the purposes of this analysis I will use 1H-2025 numbers.

Analysis: The pro-forma entity currently has an EV of about $55 billion at current market prices; net they are trading at about 18x EV/FCF, which historically has been higher than the typical high single-digit multiples seen in earlier years for most Canadian oil and gas companies. CNQ, notably, is sitting at around 12x EV/FCF on their annualized 1H-2025 numbers – if they creep much lower they might be a reasonable ‘low risk, low reward’ type candidate for incremental capital.

There is likely a considerable amount of value baked into the asset base (which is top-tier low steam-to-oil ratio, i.e. low cost production with most capital already spent) and there is considerable balance sheet value baked into the combined entity. This completes what was attempted nearly a decade ago when Husky Energy tried to take over MEG Energy in 2018. Now it is likely to be completed. The combined entity will be one of the premiere low cost oil sands production companies and should be quite income trust-like in nature, similar to how the old Canadian Oil Sands Trust used to trade (TSX:COS.un if anybody remembers those days – they got bought out by Suncor). The only question is a matter of valuation in this ‘price-taker’ market – WCS differentials are once again creeping higher (about US$13/barrel as I write this).

It is going to be difficult for high-cost producers (shale, and most conventional drillers, and the high steam-to-oil ratio oilsands) companies to make money in the existing environment. One reason why I suspect Strathcona was so desperate to acquire MEG, aside from trying to dump their own stock to MEG shareholders, is because their own assets are marginal (many acquired through prior CCAA or near-CCAA discards such as the old Pengrowth Energy) and will not be doing well in a low price environment – their common stock to me seems frothy. One advantage of the top four dogs in Canadian Energy (CNQ, CVE, SU, TOU) is their ability to make a little money in a low price environment, and making a lot of money in a high price environment. The forward-looking return should be better than the 3.1% that you can currently get for a 10-year Government of Canada bond. If we do get some energy crisis, there is embedded optionality which seems to be underpriced – of course, the painful trade when this occurs is selling the shares when they are trading at 4 times free cash flow.

The MEG sweepstakes, revisited

You know you’re starting to get old when you consistently start reciting your own work from years on back.

Does anybody remember Husky Energy (now consumed by Cenovus Energy) tried to take out MEG Energy at $11/share in 2018?

Subsequent to this, I wrote about MEG’s pending takeover in May and December of 2021 where I speculated that Cenovus was the most likely strategic acquirer of MEG Energy. There are significant synergies with the acquisition, including geographical ones (Cenovus and MEG Energy are side-by-side at Christina Lake, Alberta):

(MEG is on the north-eastern end of the lake, CVE is on the southern and northern end, and CNQ is on the southwestern end)

For those unaware, these oil sand assets are the crème de la crème of the Alberta oil sands – they have the best steam-to-oil ratios out of all the oil sands. As most of the capital has already been spent on the projects, they will be generating cash flows for decades. It cannot be understated how valuable this asset is whether oil is trading at 50, 75 or 100 a barrel – they are the lowest cost production fields in North America.

Indeed, I wrote those articles when MEG was $12/share and my very pithy analysis speculated that one of CVE or CNQ would just do a 30-40% premium buyout and get it over with. This would have been about $17/share equivalent. The only element that has changed since then (the commodity price environment round-tripped after the Russian invasion of Ukraine, and when adjusting for Canadian currency and the narrower WCS differential the price is virtually the same today as it was back then) is the price being paid – roughly speaking, $5.2 billion in cash and 84 million shares of CVE for a grand total of about $7.2 billion at today’s market value of CVE or about $28/share for MEG.

This is a very unusual transaction considering that Strathcona’s offer was originally higher than Cenovus’ offer, but the even more shocking factor to me is that Cenovus is trading higher after delivering a lower bid than Stratcona, which MEG agreed to!

I wasn’t expecting this set of circumstances to be on my bingo card.

When running my paper napkin calculations, it will be a synergistic acquisition. Just looking at an apples-to-apples comparison in 2024, CVE trades at 11x EV/FCF, while MEG trades at 10x – this is using the currently elevated share prices at August 27, 2025.

There are other synergies – there are plenty of greenfields in the MEG geographical footprint to facilitate the maintenance of their SAGD projects, TMX allocation, and tax shield assets which will deliver quite a bit more cash flow to the underlying Cenovus entity (not to mention the cost elimination of a management layer). The CVE cash portion will be funded by low cost (and tax deductible) debt and the leverage situation after the acquisition is still modest. Finally, MEG in the end of 2024, in an attempt to appear relevant, announced they would spend about half a billion dollars in what they titled a “Facility Expansion Project”, adding 25,000 boe/d of production in a few years – presumptively this project will be canned as half a billion dollars is one hell of an opportunity cost when you have a limited geographical footprint like MEG did (not to mention egress issues).

Strathcona will also get a tactical victory by virtue of its short-term investment in MEG paying off, but strategically they are still looking for ways to tap into the very valuable market of having enough of a stock float to be picked up by index ETF investors – I am absolutely sure they will be on the prowl in the oil patch to boost their own liquidity. At this point the only other obvious target that is publicly traded is Athabaska Oil Sands (TSX: ATH), but they’ve received too much of a bid recently in anticipation of exactly that.

What is ahead in the Canadian fossil fuel industry?

From a broad strategic perspective, the next logical merger would be Cenovus and Suncor. The major synergy here is with the refining networks both companies have – internal consumption of your own product hedges against the inevitable egress risk that will be coming up later this decade. Irvine, Valero, Shell and Imperial Oil would still be primary competitors in the refining space.

Diversification

There are events that you just can’t predict, such as having to deal with malware on your web server.

This week has been full of them, and it is only Wednesday.

Teck (TSX: TECK.B) announced on the evening of September 20 that their Elkview coal plant (their major metallurgical coal operation) had a failure of their plant conveyor belt and it would be out of commission for one to two months. If out for two months, this would result in a loss of 1.5 million tonnes of coal. Considering that they can get around US$400/tonne for their product, and very generously they can mine it for US$100, this is a huge hit. Not helping is that one export terminal (Westshore (TSX: WTE)) is going on strike, but fortunately Teck managed to diversify from this operation last year with their own coal loading terminal!

Cenovus (TSX: CVE) owns 50% of a refinery in Toledo, Ohio. BP owns the other half, and they are the operating partner. There was a story how a fire at the plant resulted in the deaths of two workers, and the refinery has been shut down to investigate. Making this more complicated is that on August 8, 2022, Cenovus announced they will be acquiring the other 50% of the refinery for US$300 million in cash. Ironically in the release, it is stated “The Toledo Refinery recently completed a major, once in five years turnaround. Funded through the joint venture, the turnaround will improve operational reliability.

Given the elevated level of crack spreads and the 150,000 barrel/day throughput of the refinery, the cost of this fire will not be trivial, and quite possibly will involve an adjustment to the closing price.

The point of these two stories is that there can be some one shot, company-specific event that can potentially affect your holdings – if there are other options in the sector you’re interested in investing in, definitely explore them and take appropriate action. Teck and Cenovus are very well diversified firms, but if you own an operation that has heavy reliance on a single asset (a good example would be when MEG Energy’s Christina Lake upgrade did not go as expected a few months ago), be really careful as to your concentration risk of such assets.

On a side note, have any of you noticed that many, many elevators are out of commission in publicly-accessible buildings? It’s like expertise in anything specialized is simply disappearing – it makes you wonder whether the maintenance operations of the above companies (and many others not listed in this post) are being run by inexperienced staff.

How to hedge against hedges

An annoyance of mine in the oil and gas space is the action of management hedging against changes in commodity prices. They engage in this activity for various reasons. A valid reason is if there is a financial threat that would be caused by an adverse price move (e.g. blowing a financial covenant is something to be avoided). A not-so-valid reason is “because we have done so historically and will continue to do so”. An even less valid reason is “I’m gambling!” – that’s my job, the job of the oil and gas producer is to figure out the best way to pull it out of the ground!

One additional problem with hedging is that you will get ripped off by Goldman Sachs and the like when they place positions. Your order will always be used against you. There are always frictional expenses to getting what is effectively a high cost insurance policy.

Such policies look great in a dropping commodity environment, but in a rising environment they consume a ton of opportunity cost to maintain. For example, in the second half of last decade, Pengrowth Energy managed to stave off its own demise a year later than it otherwise should have because it executed on some very well-timed hedges before the price of oil collapsed. Incidentally, the CEO of Pengrowth back then is the CEO today of MEG Energy (TSX: MEG).

MEG Energy notably gutted its hedging program after 2021 concluded. They lost $657 million on that year’s hedging program, just over $2/share.

Let’s take another example, Cenovus Energy. I have consistently not been a fan of Cenovus Energy’s hedging policies, especially since it is abundantly clear that they will have been able to execute on their deleveraging. In their Q4-2021 annual report, digging into their financial statements, you have the following hedges:

For those needing help on their math, if you ignore the minor price differential between the buy and sell, it is approximately 66,666 barrels per day that is pre-sold at US$72, up until June 2023.

As I write this, spot oil is US$103. That’s about $1.1 billion down the tubes.

So today, Cenovus fessed up and said they’ve blown a gigantic amount of money on this very expensive insurance policy:

Realized losses on all risk management positions for the three months ending March 31, 2022 are expected to be about $970 million. Actual realizations for the first quarter of 2022 will be reported with Cenovus’s first-quarter results. Based on forward prices as of March 31, 2022, estimated realized losses on all risk management positions for the three months ending June 30, 2022 are currently expected to be about $410 million. Actual gains or losses resulting from these positions will depend on market prices or rates, as applicable, at the time each such position is settled. Cenovus plans to close the bulk of its outstanding crude oil price risk management positions related to WTI over the next two months and expects to have no significant financial exposure to these positions beyond the second quarter of 2022.

As this hedging information was already visible, the amount of loss can be reasonably calculated, so the actual loss itself isn’t much of a surprise to the market. The forward information is they’re reversing the program.

However, even if they did not, an investor can still reverse their decision in their own portfolio, using exactly the same West Texas Intermediate crude oil contracts that Goldman and the like will use. As an investor, you can take control in your own hands the level of hedging that an oil/gas producer takes.

For instance, using the above example, it works out to 2 million barrels of oil a month (net of sales and purchases) that is being hedged. Note each futures contract is good for 1,000 barrels of oil.

If you owned 100% of Cenovus Energy, you could sell 2,000 contracts of each month between the January 2022 to June 2023 WTI complex. Obviously you wouldn’t want to hammer such a size in a two second market order, but there is enough liquidity to reasonably execute the trade.

I don’t own 100% of Cenovus, but the same principle applies whether you own 10%, 1%, or whatever fractional holding of the company – you just reduce the proportion of the hedge.

The only impractical issue to this method is the 1,000 barrel size per futures contract sets a hefty minimum. You need institutional size in this particular case. For instance, just one futures contract sold across January 2022 to June 2023 would correlate with the ownership of approximately 1,000,000 shares of Cenovus Energy. Anything more than this and it would be positive speculation on the oil price (which is what one implicitly does when investing in such companies to begin with!).

The same principle applies for companies that do not employ the desired amount of leverage (debt to equity) in their operation. Assuming your cost of financing is the same as the company (this factors in interest, taxes, covenants, etc.), there is no theoretical difference between the company taking out debt versus you buying shares of the company on margin to achieve the desired financial leverage ratio.

Going to back to crude oil, deciding to un-hedge only works when you assume there is a rising commodity price environment. Management’s actions, no matter which ones they take, are implicitly a form of speculation on future prices and if you disagree – if for whatever reason you don’t want to sell the company outright (e.g. continuing to defer an unrealized capital gain) you can always hedge yourself by going short those crude futures. The power is always in your hands as an investor!