- Transaction highly accretive across key 2024E financial metrics
- Complementary assets to significantly scale E&P business and expand leading carbon management platform
California Resources Corporation (an independent energy and carbon management company committed to energy transition) has announced the signing of a definitive merger agreement to combine with Aera Energy in an all-stock transaction. The transaction values Aera at approx. $2.1 billion, inclusive of Aera’s net debt and certain other obligations(1), and is expected to be immediately accretive. At closing, Aera's owners will receive 21.2 million shares of CRC’s common stock, equal to approximately 22.9% of CRC’s fully diluted shares.
'This strategic transaction will create scale in our operations, generate significant free cash flow, accelerate cash returns to shareholders and expand our energy transition platform,' said Francisco Leon, CRC’s President and Chief Executive Officer. 'We remain committed to reducing emissions and this combination will advance our goal to permanently sequester 5 million metric tons per year of CO2in our underground storage vaults.We are highly confident in our ability to drive sustainable savings that will enhance shareholder returns and deliver meaningful long-term value for our stakeholders. On behalf of CRC, we look forward to working with our new colleagues at Aera. Together, this combination will create an unquestioned leader in energy transition, producing low carbon intensity fuels that California needs while accelerating the decarbonization of the State’s industrial and energy industries.'
Erik Bartsch, Aera’s President and Chief Executive Officer, added: 'Aera and CRC are two great companies with decades of experience and track records that will serve as a foundation for a strong combination. We are committed to continuing to deliver the energy Californians need today and working to deploy carbon capture at-scale.'
Highlights:
- Immediately accretive to key financial metrics:Priced at approximately 2.6x enterprise value(1) / 2024E Adjusted EBITDAX(2,3), the transaction is expected to be immediately accretive to key 2024E financial metrics, and reflects approximately a 45% improvement to operating cash flow per share and 90% accretion to free cash flow per share(3).
- Creates scale and enhances asset durability: The transaction adds large, conventional, low decline, oil weighted, proved developed producing reserves and sustainable cash flow. Aera had average third quarter 2023 production of approximately 76 thousand barrels of oil equivalent per day (Boe/d) (95% oil) and estimated proved reserves of approximately 262 million Boe at year-end 2022(4). On a pro forma 2024E basis, CRC will have estimated production of approximately 150 thousand Boe/d (76% oil) and proved reserves of approximately 680 million Boe(4) (90% proved developed). The combined company will own interests in five of the largest oil fields in California with opportunities to increase oil recovery.
- Significantly increases free cash flow outlook and expands cash return to shareholders:Pro forma 2024E free cash flow(2) is expected to more than double to approximately $685 million(3) at strip pricing as of January 25, 2024 of $79.81 Brent and $2.65 Henry Hub, and total nearly $3.0 billion(5) through 2028. Following the close of the transaction, CRC plans to allocate its free cash flow to enhance shareholder returns, reduce debt and fund opportunistic expansion of its carbon management business. The Board has authorized a 23% increase to CRC’s Share Repurchase Program to $1.35 billion and extended the program’s authorization through year-end 2025. Post closing, and subject to Board approval, the Company expects to increase its fixed quarterly dividend.
- Expands leading carbon management platform: The combination will expand CRC’s leading carbon management business through the addition of surface acreage and rights, and significant new carbon dioxide (CO2) pore space to enable future carbon capture and sequestration (CCS) development. Through this combination, CRC will receive interests in approximately 220,000 net mineral acres with nearly 80% of the acreage within field boundaries held in mineral fee and 100,000 fee surface acres. Pro forma, CRC will have more than 1.9 million net mineral acres. CRC will also obtain 1 pending Environmental Protection Agency (EPA) ClassVI permit application for 27 million metric tons (MMT) of storage capacity in the Belridge Field. CRC also expects to submit an additional Class VI permit for approximately 27MMT of storage at the Coles Levee Field. The Company will have the potential to nearly double its injection rate capacity near CTV I, creating a premier “decarbonization hub” for CO2 storage.
- Significant, identified synergies, with upside:Identified synergies are expected to total $150 million annually and be realized within 15 months of closing. Cumulative synergies over the next decade have an estimated PV-10 value of nearly $1.0 billion. Synergies are expected to be realized primarily through lower operating costs, capital efficiencies, G&A reductions and optimization of shared field infrastructure.
- Maintains strong balance sheet, enhances liquidity:On a pro forma basis, CRC will maintain a strong balance sheet and estimates that its leverage ratio2 will be below 0.5x within one year of closing. Pro forma, the Company expects to have more than $800 million of liquidity within one year of closing and enhanced access to capital.
- Continued leadership across leading energy transition initiatives: Combination of Carbon TerraVault platform and Aera’s Low Carbon Solutions to enable further expansion to a variety of energy transition technologies in development including Direct Air Capture (DAC), geothermal, solar, and water treatment, and enable additional clean tech partnership opportunities with a goal to further decarbonize California
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Source: California Resources Corporation
