Petrofac Limited (LON:PFC) announced today that it has today signed an agreement to sell Petrofac GSA Holdings Limited(1) to Ithaca Energy (UK) Limited for a total consideration of up to US$292 million. Petrofac GSA Holdings Limited owns Petrofac’s 20% interest in the Greater Stella Area development and its 24.8% interest in the FPF1 floating production facility(2). Petrofac GSA Holdings Limited also owns Petrofac’s long-term receivable from the GSA joint operation partners(3).
Under the terms of the agreement, Ithaca will pay approximately US$145 million by or on completion and a further US$120 million of non-contingent deferred consideration in the period 2020-2023. A further US$28 million of contingent consideration is payable depending on field performance.
The transaction is expected to complete in Q1 2019 and is subject to several conditions precedent, including completion of Ithaca’s acquisition of Dyas UK Limited’s 25% interest in the Greater Stella Area development and its shares in the FPF1 Company in accordance with the agreement executed by Ithaca and Dyas today.
Petrofac estimates that the transaction will result in a post-tax impairment charge of approximately US$55 million(4). Proceeds from the sale will be used to reduce gross debt. Petrofac will continue to provide Duty Holder services to the FPF1 floating production facility on a life of field contract.
Petrofac’s Group Chief Executive, Ayman Asfari said: “This disposal marks a further milestone in our journey back to a capital-light business and, along with recently-agreed transactions in Mexico and Tunisia, marks the significant progress we are making on our stated strategy.”
NOTES
1) The gross assets being disposed of had a carrying amount of US$341 million at 31 December 2017. The net assets being disposed of had a carrying amount of US$249 million at 31 December 2017. Petrofac GSA Holdings Limited group made a business performance net profit of US$15 million for the year ended 31 December 2017 and approximately US$18 million in the six-month period ended 30 June 2018.
2) The Company owning the FPF1 floating production facility (“FPF1 Company”) currently has an option to require Petrofac to acquire the FPF1 floating production facility on cessation of production from the development. The price for the first five years is US$127 million, declining in value thereafter. The option will be extinguished on completion of the transaction.
3) The receivable balance of US$124 million at 31 December 2017 is included in the gross assets and net assets carrying amounts in note 1 above.
4) This is subject to change and the actual charge will take into account, inter alia, the net assets at the date of completion.
