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Interest rate hikes and quantitative tightening are causing liquidity to shrink across several markets. In particular, oil & gas companies are hitting roadblocks trying to obtain traditional financing at attractive rates, as higher costs of borrowing are compounded with environmental, social and governance (“ESG”) concerns. As the money wells are drying up, oil producers are tapping into securitization as a new source of capital to help monetize producing assets.
Proved, developing and producing (“PDP”) asset securitization involves securitizing working interests or royalties from established hydrocarbon reserves. These reserves are past the development and exploration stage (with the majority of capital expenditures already completed) and are already extracting oil or other hydrocarbons. As a result, PDP assets have lower volume and production risk, which in turn contributes to predictable cash flows.1
Given these factors, funding PDP assets through securitization provides investors with a tolerable level of risk while lowering the cost of capital for the issuer. Similar to other structured transactions, the PDP assets are sold to a bankruptcy-remote special purpose vehicle for purposes of issuing notes, and the raised debt is backed by the receivables generated by the PDP assets. However, unlike traditional asset classes (e.g., equipment loans/leases, auto loans/leases, residential mortgages, etc.), PDP transactions are backed by future flow receivables – in other words, investors rely on the creation of new receivables for repayment of the purchased notes (not the contracted cash flows of existing receivables). This is generally acceptable because the PDP asset is well established and the risk of volume and production volatility is mitigated. Additionally, transaction parties will further stabilize the transaction structure by entering into hedging arrangements for the sale price of the hydrocarbons. Since the first transaction of its kind in 2019, the market has seen a steady increase of PDP securitizations.
One notable transaction was carried out by Diversified Energy Company PLC (“Diversified”), a U.S. independent energy company. Diversified, through its special purpose vehicle, Diversified ABS Phase II LLC (the “SPE”) issued $200 million of non-recourse asset-backed securities collateralized by a working interest in Diversified's existing upstream PDP asset portfolio. Fitch Ratings Inc. issued a BBB rating for the notes.2 To mitigate the risk of commodity price fluctuations to which the underlying assets are subject, Diversified was required to pledge 85% of its SPE's production for a period of ten years and maintain corresponding basis hedges with a duration of two years determined on a monthly rolling basis. According to a newsletter by Diversified3, a key benefit of the securitization financing was to create liquidity and enhance its balance sheet by further diversifying Diversified's debt structure while reducing reliance on its credit facility during a time of unprecedented debt-market volatility.
Another recent PDP securitization was an offering by PureWest Energy LLC (“PureWest”), a U.S. natural gas producer, of $600 million fully amortizing notes backed by a portion of PureWest's producing natural gas assets. The notes were offered and sold as a private placement. Notably, PureWest's differentiated ESG and cost performance were two main factors in building demand for the offering4, which received an investment-grade rating of BBB+ from Fitch Ratings Inc.5
The wave of oil and gas securitizations continues to increase significantly with more independent oil and gas companies choosing similar transactions as alternatives to traditional financing sources. In light of current market conditions and macro trends, investor awareness and demand are building – it won't be surprising to see issuance volume for PDP securitizations hit record numbers in 2023.
Footnotes
1. Fitch Ratings, “Future Flow Securitization Rating Criteria” (April 27, 2022), online: https://www.fitchratings.com/research/structured-finance/future-flow-securitization-rating-criteria-27-04-2022
2. Fitch Ratings, “Fitch Affirms Diversified ABS Phase II LLC's Issuance at “BBB”; Outlook Stable” (5 April 2021), online: https://www.fitchratings.com/research/structured-finance/fitch-affirms-diversified-abs-phase-ii-llc-issuance-at-bbb-outlook-stable-05-04-2021
3. Diversified Energy Company PLC, “Diversified Gas & Oil Plc Completes Securitized Financing” (14 April 2020), online: https://www.div.energy/news-events/us-press-releases/detail/85/diversified-gas-oil-plc-completes-securitized-financing
4. Pure West, “PureWest completes First 144A Upstream Energy Securitization” (22 November 2021), online: https://purewest.com/news/purewest-completes-first-144a-upstream-energy-securitization/
5. Fitch Ratings, “Fitch to Rate PureWest Funding LLC Class A-1 & A-2 Notes; Presale Issued” (11 November 2021), online: https://www.fitchratings.com/research/structured-finance/fitch-to-rate-purewest-funding-llc-class-a-1-a-2-notes-presale-issued-11-11-2021
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