NATIONAL FUEL Acquires Appalachian Shale Gas Assets from SHELL

by Duane Nichols on May 27, 2020

Corporate Headquarters — 6363 Main Street, Williamsville, NY 14221, (716) 857-7000

Shell Divests Shale Gas Appalachia Assets to National Fuel

From an Article of the Energy Industry Review, May 12, 2020

Shell’s Appalachia operations are located in the predominately rural northern and western portions of Pennsylvania, where the company drills and produces dry gas from the Marcellus and Utica formations.

National Fuel Gas Company (NFG) announced that it has entered into a purchase and sale agreement with SWEPI LP, a subsidiary of Royal Dutch Shell plc, to acquire Shell’s upstream and midstream gathering assets in Pennsylvania for total consideration of approximately USD 541 million, less closing adjustments that are estimated to reduce the consideration provided at closing to approximately USD 500 million.

The transaction is expected to close on July 31, 2020, with an effective date of January 1, 2020, and is subject to customary closing conditions. The transaction is not contingent on financing conditions, and the company has taken appropriate steps to ensure it has ample liquidity and protections as it pursues permanent financing for the acquisition.

As part of the transaction, NFG will acquire over 200,000 net acres in Tioga County, with net proved developed natural gas reserves of approximately 710 Bcf. At closing, these assets are expected to have flowing net production from both the Utica and Marcellus shale formations of approximately 215-230 MMcf/d, with shallow base declines and an average net revenue interest of approximately 86.5%.

In addition, the Company will acquire approximately 142 miles of gathering pipelines and related compression, over 100 miles of water pipelines, and associated water handling infrastructure, all of which currently support Shell’s Tioga County production operations.

These gathering facilities are interconnected with various interstate pipelines, including the Company’s Empire pipeline system, with the potential to tie into the Company’s existing Covington gathering system.

Post-closing, the acquired assets are expected to generate net natural gas production in the range of 70 to 75 Bcf over the following twelve months. Given their contiguous nature, NFG expects to fully integrate the assets into its existing operations in Tioga County, Pa.

In contemplation of this transaction, and in order to protect the highly accretive economics of the acquisition, the Company has executed significant additional NYMEX natural gas hedges. For fiscal years 2021 and 2022, the Company has entered into NYMEX hedges equivalent to approximately 75% and 55% of the acquired PDP production, respectively, at average weighted prices of USD 2.71 and USD 2.54, respectively. Overall, the Company currently has hedges and fixed price physical sales in place for approximately 75% of its expected PDP production in fiscal 2021.

Permanent financing is expected to be comprised of approximately equal proportions of equity, including equity-linked securities, and long-term debt, a financing mix that will maintain the Company’s strong balance sheet and investment-grade ratings. As part of the equity component of the permanent financing, the purchase and sale agreement provides the Company with the right to issue up to USD 150 million in common equity to Shell at an agreed-upon price of USD 38.97 per share.

To further enhance its short-term liquidity position, the Company also closed on a USD 200 million unsecured 364-day credit facility arranged by JPMorgan Chase Bank, N.A. This new credit facility, in combination with the over USD 500 million currently available under the Company’s existing multi-year credit facility, provides significant liquidity as the Company pursues its permanent financing plans.

The transaction is part of divesting non-core assets and in line with Shell’s Shales strategy which focusses on development of higher margin, light tight oil assets.

The transaction includes the transfer of ~450,000 net leasehold acres across Pennsylvania, with approximately 350 producing Marcellus and Utica wells in Tioga County and associated facilities. The current net production is ~250 million standard cubic feet per day. The transaction also includes the transfer of the Shell owned and operated midstream infrastructure.

Shell’s Appalachia operations are located in the predominately rural northern and western portions of Pennsylvania, where the company drills and produces dry gas from the Marcellus and Utica formations. Shell entered the area in 2010 after acquiring 750,000 leasehold acres from East Resources. Shell has since grown its acreage leasehold to approximately 850,000 acres primarily in Pennsylvania, with additional acreage in Ohio and New York.

Shell is one of the largest leaseholders and producers over a nine-county area in the Appalachia Basin. Its Appalachian asset is divided into three focus areas: Tioga, Mercer and Bradford. The company operates over 300 dry gas wells, predominately in Tioga County and 1,500 shallow oil wells mainly in the Bradford area.

Shell is also a founding member of the Center for Sustainable Shale Development (CSSD), an independent organization that developed 15 performance standards, in conjunction with non-governmental organizations and nonprofits, to address air and water concerns. Shell Appalachia was certified in early 2015 for meeting all of the CSSD performance standards.

{ 2 comments… read them below or add one }

Anya Litvak May 27, 2020 at 6:55 am


From an Article By Anya Litvak, Pittsburgh Post Gazette, May 14, 2020

Shell says it will reintroduce 300 construction workers a week in ramp up at cracker site – The petrochemical plant in Beaver County is buzzing back to life with 800 workers on site as of last week and a plan to add 300 more workers per week going forward, officials at Shell Chemical Appalachia said.

At the same time, Beaver County remains in the red phase of Gov. Tom Wolf’s plan to reopen businesses in the state – it is the only county in southwestern Pennsylvania that isn’t being moved to yellow this Friday.

Shell, which had more than 8,000 people at the Potter construction site before the COVID-19 pandemic hit, said it would ramp up activity with precautions, such as temperature screenings, social distancing in lunchrooms and on shuttle buses, and face masks. “We will continue to conduct weekly reviews of our health and safety processes to ensure workers are safe, and that we remain in compliance with all CDC and health department guidelines,” the company said.

Shell is building an ethane cracker, a natural gas power plant and several other processing facilities on the massive site where natural gas liquids extracted from shale wells will be turned into plastic pellets.

The company had curtailed its workforce a few days before Gov. Wolf ordered nonessential businesses to shut down in mid-March. Throughout this period, several hundred workers still reported to work at the site for repair and maintenance duties and for cleaning and disinfecting.

Before it shut down construction, Shell faced criticism for crowded shuttle buses and common areas on site. With a few hundred people coming back to work, the employees were able to park onsite, but with the expanding workforce, Shell said shuttle buses will be required again, albeit for a short distance.

The company released a diagram of how passengers will be seated – one window seat in every other row will be used and masks will be required. Shell said in a statement that its safety protocols have proved effective at keeping COVID-19 from spreading and the 300-per-week worker increase will depend on it staying that way.

Beaver County has confirmed 509 cases of COVID-19 and 78 deaths, nearly all at the Brighton Wellness and Rehabilitation Center. Local officials, such as the county’s district attorney, David Lozier, argued Beaver County doesn’t deserve to be left in the red zone and promised not to prosecute businesses that open.


Diana Gooding June 12, 2020 at 1:11 am

Shell controls Covid-19 after restarting Pennsylvania construction but other risks loom

By Renzo Pipoli, PetroChemical Update, June 9, 2020

Shell interrupted on March 18 the construction of this complex where it has a 100% interest and begun a restart in stages on May 4. Once built, it will crack ethane from Northeast shale basins into ethylene to polymerize into 1.6 million tonnes of polyethylene annually.

As of early June 2020 Shell has controlled with safety protocols the incremental construction restart of its new planned ethylene and polyethylene complex in Pennsylvania yet other risks brewing before Covid-19 may eventually prove harder to mitigate.

Construction started in 2017. Along with a similar project still under consideration in Ohio, it leads expectations of increased petrochemical activity in the Northeast that could diversify production from the U.S. Gulf Coast hub.

Shell decided to go ahead with the project in the middle of the past decade. It was based on the advantages of being located next to plentiful shale gas-derived feedstock as well as near a customer base. The complex lies within 700 miles of Northeast and Midwest plastic converters.

The site is located within a half-an-hour drive from Pittsburgh. Unlike most plants in Louisiana and Texas, its location along the Ohio River in the center of Pennsylvania isn’t exposed to hurricanes.

Covid-free partial construction restart as of early June

“On March 18, we made the decision to temporarily suspend activities,” Curtis Smith, from Shell U.S. Media, said in an email on June 2.

“That same day we made clear there was no timeline for a restart and that resumption of work would happen in a phased manner,” he added.

A scaled-down crew remained on site to care for equipment and put in place mitigation measures to protect workers from COVID-19, Smith said.

The interruption was in line with instructions by Pennsylvania authorities to stop all non-essential activities. Protocols follow U.S. Center for Disease Control guidelines.

“Beginning the week of May 4th, the Shell construction site safely reintroduced approximately 300 additional workers , bringing the total number of employees on site to approximately 800,” he added.

Safety procedures include lunchroom protocols that allow workers to maintain social distancing by limiting one person per table. Transportation of workers to the site has also been re-designed.

“Now that on-site parking has reached capacity, shuttles are being used to transport workers from adjacent parking lots to the work site,” Curtis said.

“Strict social distancing protocols are in effect for all shuttle riders and passengers are required to wear face masks. The shuttle rides are approximately five minutes in duration (1.5 miles from the site),” he added.

“If safety protocols continue to prove effective, we will reintroduce workers to the site at a measured pace, with approximately 300 workers being added each week,” the email added.

“To date, there are no known cases of COVID-19 associated with the re-start,” Curtis said.

The company did not provide any comment about potential cost increases associated with the construction slowdown or the added safety measures.

According to information posted on Shell’s website to provide information about the project, construction plans estimated the need of 6,000 workers on site. Local newspapers had estimated nearly 8,000 people were working directly or indirectly around the site before the pandemic.

Once operations start, only 600 workers would be needed to run the plant. Bechtel is the contractor on the construction project.

Others risks ahead

While the company keeps the pandemic under control around the site, other risks around the project may become more challenging.

“This complex will not be as profitable as originally presented,” said Tom Sanzillo, director of finance at the Institute for Energy Economics and Financial Analysis (IEEFA).

The IEEFA promotes diverse and sustainable energy and gets support from the Rockefeller Family Fund and the Mertz-Gilmore Foundation among other organizations.

“The price of plastics in 2012-2016 was in the $1 per pound range. Today, plastics prices are in the 40 to 60 cents per pound range,” he added, according to a statement by the IEEFA to announce a report citing concerns for risky conditions that predate Covid-19.

“Shell is entering the plastics petrochemical market in resin pellet production, an area where it has no market share,” Sanzillo added.

The likes of Chevron Phillips, ExxonMobil, LyondellBasell and Nova Chemicals will compete offering virgin resin. Shell Polymers will also face competition from recycled material, he added.

Thailand-based PTTGC, which already produces petrochemicals and has a large customer base, has just postponed a final investment decision on a similar project down the Ohio River it began to conceive at about the same time as Shell.

Parent-company Royal Dutch Shell has been experiencing a decade-long decline in profitability, according to Sanzillo, who co-authored the report with Kathy Hipple, also an analyst at IEEFA.

“Since 2013, the company wrote off $33 billion. As this report was being completed, Shell cut its dividend, sold Appalachian gas assets and made plans to cut more jobs,” the IEEFA press release said.

Shell has not provided any cost estimate nor a timeline other than saying operations would begin early in the 2020s. Industry sources familiar with the project have estimated the cost at $6 billion or more.

Shell would do good to disclose information such as the projected final cost and timeline, as most petrochemical plant announcements do, to allow private and public institutions to better measure risks in any activity related to the project, Sanzillo said.

According to S&P Global Ratings, Royal Dutch Shell local currency long-term credit rating as of March 19 was ‘AA-‘ or just three notches below the highest possible rating.

This represents “high-grade” debt within the investment-grade category. It is just a notch above the ‘Upper Medium Grade” rank. S&P on that date lowered the outlook for the rating.

On May 11 Fitch Ratings affirmed its long-term issuer default rating for Royal Dutch Shell also at ‘AA-‘ with a stable outlook. This is also the fourth best possible rating and also represents a high-grade description within the investment-grade category.


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