DEALTALK-RWE may have to slice up DEA unit to achieve a sale

Fri Jul 19, 2013 6:39am EDT

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* RWE may face problems selling unit as a whole - bankers

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By Christoph Steitz and Arno Schuetze

FRANKFURT, July 19 (Reuters) - German utility RWE AG faces a tough choice in its efforts to sell oil and gas unit DEA - hold out for a single buyer, or offload it in easier-to-digest slices.

The first option appeals as RWE pursues a disposal designed to help it slash capital spending, raise an estimated 5 billion euros ($6.6 billion) and cut net debt which stood at 33.2 billion euros at the end of March.

Yet seeking a sale in one go could drag out the process and a piecemeal approach could generate quicker returns. The risk? That RWE could be left holding unwanted assets, even its Hamburg headquarters.

With operations in 14 countries including Germany, Britain, Norway and Egypt, DEA employs nearly 1,400 staff and accounted for about 23 percent of RWE's operating profit in 2012.

RWE, whose power plants supply millions of Germans with electricity, has said it would prefer to sell the unit in one go. But its structure is complex and its assets are of "extremely diverse" quality, bankers familiar with the deal said.

DEA owns stakes in about 190 oil and gas licenses or concessions in Europe, the Middle East and Northern Africa, some of which are non-producing and in need of large investments.

Some investors will focus on the producing assets of DEA, while others see the best chance of making money by developing oil and gas fields themselves, the bankers said.

"The truth is that RWE can really only sell it in slices," one of the bankers said. Another banker said a sale in one go may be possible, but would require allowing a lot of time for investors to group into bidding consortiums.

RWE, which sources said has hired Goldman Sachs Group Inc to manage the sale, last month said it had not yet asked for bids.

"There are likely to be concerns on the speed of the disposal process at DEA, and the fact that some assets ... have been difficult to sell," Morgan Stanley analysts said.

EGYPTIAN BLUES

Hard-to-shift assets may include some of the company's operations in Egypt, where DEA produced about 12 percent of its oil and gas in 2012.

HSBC estimates DEA's so-called 2P reserves in Egypt, defined as proven plus probable reserves, stand at 816 million barrels of oil equivalent, about 60 percent of the group total.

But bankers close to the sale process have pointed to Egypt's political crisis, as well as large investment commitments by DEA, as reasons for demand for its assets there being tepid.

"RWE will need to spend a lot of time staying in contact with potential investors and making them feel comfortable with investments in these countries," a sector banker said.

RWE DEA is investing $3.6 billion in field development of its North Alexandria and West Mediterranean Deep Water concessions, which it jointly owns with BP Plc.

"No-one wants to take over these commitments," one banker said, adding that the need to spend money on these projects was putting pressure on DEA's valuation.

Based on a 5 billion euros valuation, DEA would be priced at an EV/EBITDA multiple of 4.8 times, a discount to the 6.2 times average for European oil and gas exploration and production (E&P) companies, according to StarMine.

RWE could be more successful in selling its European assets than those in North Africa.

JP Morgan estimates that DEA's European assets are likely to "draw good interest from potential buyers", mainly due to their stable production and limited exploration costs.

DEA produced more than half of its total 2012 oil and gas output in Germany, while Norway accounted for more than a quarter. According to HSBC, DEA's German and Norwegian operations are valued at a combined $3.5 billion, just over half of the group total.

FINDING A BUYER

One obvious suitor for parts of DEA would be BASF AG's gas and oil arm Wintershall, which in March said it was looking at DEA, making it the only company so far to publicly express interest.

While bankers do not expect the likes of BP, Total SA or Eni SpA to play a big role in the auction, DEA could attract energy-focused private equity firms such as Riverstone, Encap, NGP, First Reserve, EIG - or even infrastructure investors.

For example, Australian Industry Funds Management is shopping around for European energy assets, sources familiar with the investor said.

Some bidding consortiums for DEA may involve money from Russian oligarchs or Middle East investors. Sources familiar with the deal have already mentioned Qatar, the world's biggest liquefied gas producer, as holding initial talks with RWE about buying DEA.

More may follow, including companies such as Kufpec, a subsidiary of state-run Kuwait Petroleum Corp, which "have explicit mandates to acquire reserves and producing assets in the region," John Musk, analyst at RBC Capital Markets, wrote in a recent note.

Given the wide range of possible bidders and the complexity of the asset, bankers do not expect a fast, tightly-organised deal, in line with the company's guidance that it expects to sell the asset next year.

"Some of the bidders do not have Western-style decision-making processes," one banker said. "And you even have to consider aspects like slowdown of business activities during Ramadan."