The Entrepreneur and his Instinct
This is an excerpt from Paddy Adengua’s write up about his ambition to buy Chevron Netherlands at the age of 29. I think the lesson is well highlighted in these few paragraphs:
“Richard and I talked extensively about my background and my ambitions for Catalan. I explained to him the type of company we were looking to acquire, ideally an oil & gas company in Europe, preferably operating out of the North Sea with a strong daily production and enough reserves to warrant further investment in development. I also told Richard how much we would be ready to spend for the first acquisition – between USD 50 million and USD 100 million. We would finance our acquisition via reserve based lending and would likely raise cash equity of thirty percent of our purchase price with a Bank raising debt of seventy percent to help the balance of the purchase price. I had described the “goldilocks” company Catalan needed to acquire. With that said, Richard told me to give him some time to find the best deal for Catalan.
A few weeks later Richard called me, “I have the perfect deal for you Paddy!” US oil giant, Chevron, had decided to sell their entire upstream, exploration and production business in the Netherlands and had appointed Jeffries to manage a bid process for the sale of Chevron Netherlands. The sale included their production platforms in the North Sea off the Dutch coast, their office buildings, around a thousand or so native Dutch staff, and their crude and gas pipeline evacuation infrastructure. Even the Chevron coffee and tea mugs were part of the sale.
Chevron are by nature, prudently selective with which companies they invite to bid. So the fact that Catalan was chosen was a big deal to me. I felt like for once in my 29 years, I wasn’t being judged solely by my last name but for my skill, merits and ability. I got the first bits of information from Chevron on their Netherlands assets and I began putting together a team of hired hands to act as my management team for Catalan’s bid. I appointed Dutch law firm DeBrauw as my lawyers, Canadian firm Canaccord Genuity as my finance managers, RPS Energy as my technical managers, and Moore Stephens as my accountants. I informed Chevron of my management team and they asked for a few weeks to open the data room and kick off the bid.
While acquiring Chevron Netherlands was mostly for an Africa oil & gas play, Catalan had to deal with the reality of the company’s books, resources, and liabilities. Chevron Netherlands by production was attractive, producing 9000 boepd broken down into 8000 barrels of gas per day and 1000 barrels of crude. The off-shore production facilities were top class, the gas reserves were attractive with ample room for development to increase production numbers, the management team of Chevron Netherlands were the best the industry could employ, and the crude and gas evacuation infrastructure and sales contracts were solid. The Catalan management team presented me the bad news. The oil reserves were seen as weak and having very little production life even if new wells were drilled. The biggest problem however was the abandonment liability which had been projected at first glance to be in the USD 300 million region. This became the thorn in the flesh of entire bid process. Essentially the Dutch government required all operators to restore their areas of operation back to how nature intended – which meant all infrastructure had to be removed at the end of production. The cost of this is what is termed “abandonment liability” or “abandex”. Catalan’s management team felt that because the abandex was so high, it negated an aggressive bid price and moreover Catalan would struggle to raise cash to pay for Chevron Netherlands.
Unperturbed, I corralled my management team on a road show. We would meet with as many Banks, investors, and oil trading companies as possible to pitch Catalan’s bid and Africa strategy for Chevron Netherlands. The team and I spent countless hours in meeting after meeting but to no avail. The abandex amount and weak oil reserves of Chevron Netherlands were too significant that it blinded people from the Africa strategy entirely. Alas it was clear that this would have to be a cash deal with no bank debt or oil trading dollars. Despondent, I called my mentor for a way forward. We spoke extensively and as I expected, he was the only one that saw how important Chevron Netherlands would be as a technical partner-operator in Africa. We agreed that between myself as a small cash contributor, himself, and a few other investors we could raise cash of USD 50 million as a maximum bid price.
Chevron sent an email to Catalan advising when they expected bids to be received. The Catalan team once again huddled in Canaccord’s offices to work on a bid submission document, which would include Catalan’s offer and bid price. We deliberated for hours and the management team insisted that because of the high abandex amount that no cash should be offered. Essentially Catalan would agree to absorb the entire abandex amount and would pay a notional “$1” for the company. This would be a liability absorbing deal, allowing Chevron to clean out and move on. The team advised that Catalan put in this offer but as a way to play hard to get, we would commit to the gas abandex but stay quiet on the oil abandex.
Chevron had reviewed my bid and were “confused” on my position in respect to the oil abandex and wanted a re-submission clarifying Catalan’s position on both oil and gas abandex. I immediately re-convened my management team at the boardroom and began debating our response to Chevron. I saw this as a second chance opportunity from Chevron to submit a more aggressive bid. My management team argued that I should keep the same bid and state now clearly that Catalan wanted nothing to do with the oil abandex. I countered that we needed to be aggressive and should take the entire abandex and offer cash of USD 50 million so that we could acquire Chevron Netherlands uncontested and plough quickly to our Africa strategy.
The Catalan management team thought I was crazy. Surely, I was 29 and now undeniably stupid. How could I look at that enormity of an abandex amount and now want to offer hard-earned cash on top of that? They believed I was frequenting my local bar too often and having one too many drinks. They pleaded with me that I follow their proposal. We argued further and eventually as a compromise, we agreed that we would take all of Chevron Netherlands oil & gas abandex but would still offer a notional $1 bid price. In my heart of hearts, I felt that a cash offer was needed to win but my management team, for which I had paid a respectable amount for their services, had convinced me otherwise. They were professionals I thought and they had my best interest at heart….
On July 14, 2014, I received a letter from Chevron. They had made up their mind. Chevron San Ramon had their way. There was to be no room for the Catalan-led JV and they were concluding the sale of Chevron Netherlands imminently. To say I was devastated wouldn’t capture how low and defeated I felt. Chevron Netherlands was destined to be mine…
Chevron Netherlands had been sold to Petrogas of Oman. The last bidder, the mystery company I couldn’t find. I’d later come to find out that USD 50 million plus an absorption of all the abandex was the winning formula for the bid – the same formula that I had proposed to my management team but they had pushed back on. This was a painful lesson to always trust my instincts, no matter the circumstance. “
You can read his full write up here