| RIO DE JANEIRO/SAO PAULO
RIO DE JANEIRO/SAO PAULO Brazilian tycoon Eike Batista's oil company OGX Petróleo e Gas Participações SA agreed on Thursday to sell its 67 percent stake in its natural gas unit for 344 million reais ($156 million), the day after it filed for bankruptcy protection.
Under the deal, São Paulo-based buyout firm Cambuhy Investimentos Ltda will end up with 73 percent of OGX gas-unit OGX Maranhão Petróleo e Gas SA, statements from the companies involved said. Half that stake will come from buying 200 million reais of new stock in OGX Maranhão. The rest will come from a 200 million real payment to OGX for its remaining share of the gas producer.
German utility E.ON SE (EONGn.DE) will provide another 50 million reais of investment and hold 9 percent of OGX Maranhão when the deal is complete. The multi-step transaction also includes a 144 million real payment to OGX (OGXP3.SA) from OGX Maranhão to repay the cost of joint expenses.
Without new money, OGX is expected to run out of cash by the end of 2013. The proceeds from the sale of OGX Maranhao come as OGX scrambles to raise at least $250 million that it said it needed to keep operations running through at least April.
Investors, such as the world's largest asset manager BlackRock and the world's biggest bond investor Pimco, have shown increased concern that OGX may use cash to fund inviable operations rather than repay $3.6 billion in debt.
The parties agreed to the deal hours before OGX sought court protection from creditors, a source with direct knowledge of the matter told Reuters. The company left OGX Maranhão out of the bankruptcy protection filing because the gas unit was in talks for a potential capital injection or a buyout.
Power company Eneva SA's (ENEV3.SA) stake in OGX Maranhão will shrink to 18 percent from 33 percent as a result of the deal. E.ON is Eneva's largest shareholder.
"This new deal allows for smooth operations of OGX Maranhão amid OGX's insolvency and implies no equity disbursements by Eneva, which had committed to inject 200 million reais in case of a Maranhão credit default," wrote UBS Securities analyst Lilyanna Yang.
A renowned entrepreneur who once said he would become the world's richest man, 56-year-old Batista has seen his personal fortune tumble by more than $30 billion in the last 18 months as share prices of his listed companies sank. This has forced him to start breaking up his Grupo EBX conglomerate, which also included a port operator, mining and energy interests, and an entertainment company.
OGX needs new capital to avoid losing its rights to its exploration areas and existing fields, its principal assets. While bankruptcy proceedings will not automatically result in their loss, Brazil's oil regulator has warned OGX that it must meet all its contractual agreements with the government, including making investments, or risk losing its oil rights.
The bankruptcy filing came after OGX spent about 10 billion reais exploring for offshore fields that failed to deliver on output expectations, the company said in court documents. It is scrambling, though, to hook up a second offshore field, Tubarão Martelo, by the end of November.
OGX Maranhão, with its on-shore gas fields, is OGX's best-performing asset and sells natural gas to Eneva's power plants. OGX's share of OGX Maranhão gas sales is about 2.1 million cubic meters a day.
The offshore troubles led to a more than 98 percent drop in the value of OGX stock in the last 16 months. Worth about $45 billion in October 2010, the shares fell 24 percent on Thursday to close at 0.13 reais, giving the company a market valuation of about $190 million.
Eneva, originally founded by Batista as MPX Energia SA, is led by E.ON, which bought 38 percent of the company from Batista earlier this year. Batista retains a 27 percent stake.
Some analysts said OGX's planned sale of OGX Maranhão and other assets such as the Tubarão Martelo field might reduce the amount of money that creditors could recover if the bankruptcy restructuring fails and OGX is liquidated. OGX has about $5.1 billion in debt, $3.6 billion of which is in the hands of bondholders such as Pacific Investment Management Co, BlackRock Inc BLN.K and Loomis Sayles & Co.
When OGX Maranhão is sold, OGX's main assets will be Tubarão Martelo, which is expected to generate about $11 billion of revenue over its lifetime, and a 40 percent stake in the BS-4 offshore block, which has the potential to generate $6.2 billion, OGX's bankruptcy filing said, citing reserve certification reports.
PETRONAS DEAL IN DOUBT
Based on those values, Tubarão Martelo is worth $890 million and OGX's share in BS-4 is worth $437 million, Deutsche Bank analyst Marcus Sequeira wrote in a report to investors Thursday. While he said creditors might get something from the bankruptcy, he said shareholders were likely to get nothing.
In May, Malaysia's state oil company Petroliam Nasional PETR.UL, also known as Petronas, agreed to buy 40 percent of Tubarão Martelo and an adjacent area for $850 million. In August, Petronas' chief executive officer Shamsul Azhar Abbas said the company would not complete the deal without an agreement with bondholders.
OGX on Thursday said the two companies may end up in arbitration if Petronas doesn't honor its agreement.
The only new money so far available to OGX comes from the OGX Maranhão sale: 200 million reais from Cambuhy and 144 million reais from OGX Maranhão in three payments through 2015 for OGX's part of shared costs in the gas unit.
The companies did not say whether proceeds from the deal would go to help repay OGX Maranhão's 600 million reais of debt with lenders Itaú Unibanco Holding SA (ITUB4.SA), Morgan Stanley (MS.N) and Banco Santander Brasil SA (SANB11.SA).
Eneva wants to ensure a supply of gas as demand for power in Brazil is growing faster than the expansion of hydroelectric generation. New dams with smaller, less ecologically damaging reservoirs need to be supplemented with backup power from gas and coal during dry seasons.
The investment in OGX Maranhão will help secure access to gas for Eneva's power plants in Maranhão, E.ON said in a statement. Eneva will have the right to buy part or all of Cambuhy's shares in OGX Maranhão during the next two years.
Cambuhy was founded in 2011 by Brazilian banker Pedro Moreira Salles and three partners to oversee assets of clients and some of his family members. Moreira Salles is the chairman of Itaú Unibanco, Brazil's largest bank by market value.
($1 = 2.20 Brazilian reais)
(Editing by Todd Benson, Lisa Von Ahn, Andrew Hay and Editing by Bernard Orr)