BTM Advisors, llc
Investment Banking Services for the Energy Industry
Salamander Energy PLC - Arranged and managed $200 million loan facility
Arranged and managed $200 million revolving reserve based loan for development of new oil and gas fields in Thailand and Indonesia from a syndicate of major international banks. Coordinated banking, legal and due diligence teams in Indonesia, Thailand, U.K., Singapore, Canada, Netherlands, the BVIs and the United States. Managed acquisition of interests in oil & gas concessions in SE Asia from regional operators.
3Tec Energy, Inc. - Managed $72 Million Follow-On Public Stock Offering
Advised and assisted in formulating and completing a $72 million follow-on public stock offering for 3Tec Energy, Inc. (NASDAQ: TTEN). This Houston-based independent energy company is engaged in the acquisition, production and exploration for oil and natural gas. This offering was essentially an initial public offering for this previously closely held company. The successful offering allowed the company to reduce acquisition-related debt, strengthen its balance sheet and provided the liquidity required for accelerated development of its drilling project inventory and the financial resources and flexibility to undertake additional growth acquisitions. Devised timetable and pricing rationale for the offering. Sponsored the company and its management with brokerage firms and institutional money managers.
Apache Corp. – Arranged $385 Million Acquisition of Oil and gas Assets
Originated acquisition by Apache Corp. (NYSE: APA) of $385 million of Gulf of Mexico Outer Continental Shelf (OCS) assets from Occidental Petroleum Corporation (NYSE: OXY). Identified target assets, contacted respective parties and initiated discussions leading to private negotiated transaction. The acquired assets represented the majority of Occidental’s operations on the shelf and included producing properties, platforms, other production related infrastructure and prospective acreage.
Rentech, Inc. - Private Placement of Common Stock Units for Gas-to-Liquids Leader
Initiated, structured, managed the marketing of a private placement financing for Rentech, Inc. (AMEX: RTK) consisting of common stock and warrants. This Denver-based company is a leader in the research and development of gas-to-liquids technologies. Rentech used the proceeds from the placement for continued research into its industry-leading catalyst technology and for ongoing commercialization efforts. Rentech is conducting feasibility studies for several potential gas-to-liquids projects around the world that would incorporate
MSR Exploration LTD / Quicksilver Resources Inc. – Advised $112 Million Merger of Affiliated Companies
Prepared analysis of relative values and fair stock exchange ratio for a special committee of the Board of Directors of MSR Exploration LTD relating to the merger with affiliated company Quicksilver Resources Inc. Provided opinion as to the fairness, from a financial point of view, of the proposed merger. The transaction was a key corporate development event that allowed the combined companies (Quicksilver Resources Inc., NYSE: KWK) to raise growth capital in a subsequent initial public offering.
Black Mountain Gas - Managed $21 Million Sale of Company
Developed strategic corporate alternatives for the Board of Directors of Black Mountain Gas, an Arizona-based private natural gas local distribution company. Managed subsequent sales process including all aspects of marketing and negotiating major terms of sale to Northern States Power Company (now Xcel Energy, NYSE: XEL.)
Atlas Energy Group, Inc. - Managed $63 Million Sale of Company
Developed fair acquisition market value and marketing strategies for the Board of Directors of Atlas Energy Group, Inc. Subsequently managed sale of this Pennsylvania-based Appalachian exploration and production company to Resource America, Inc. (NASDAQ: REXI).
Hallwood Energy Partners, L.P. - Managed $18 Million Follow-on Equity Unit Offering
Managed public offering of equity units in Hallwood Energy Partners, L.P. (AMEX: HEP). This Denver-based independent oil and gas exploration and production company had operations throughout the Rocky Mountain region and the Gulf Coast. Created offering structure, formed selling group of investment banks and worked with equity sales department in placing the offering.
Dawson Geophysical Company - Managed $33 Million Follow-on Stock Offering
Managed equity offering for Dawson Geophysical Company (NASDAQ: DWSN). This Midland, TX-based company acquires and processes 3-D seismic data on a contract basis for exploration and production companies. Developed offering structure and marketing materials and worked with equity sales department in placing the issue to institutional and retail investors.
Edge Petroleum Corporation - Managed $46 Million Initial Public Stock Offering
Developed pricing rationale and marketing materials for initial public offering of Edge Petroleum Corporation (NASDAQ: EPEX). This Houston-based independent energy company is engaged in the exploration and production of oil and natural gas primarily along the Gulf Coast. Developed pricing rationale and marketing themes and advised the Board of Directors on equity market conditions. Provided recommendations for management to strengthen financial controls and reporting systems, update employment contracts and other issues often faced by a small private company preparing to go public. Sponsored the company and its management with brokerage firms and institutional money managers.
Seaboard Oil Company – Advised Sale to Affiliated Company
Developed strategic options and fair acquisition market value analysis for the Board of Directors of Seaboard Oil Company, a Midland-based mid-continent oil and gas producer. Assisted in negotiations in sale to affiliated company. Provided the Board with an opinion as to the fairness, from a financial point of view, of the transaction.
Hallwood Energy Corporation – Advised Purchase of Minority Shareholder Interests by Parent
Developed analyses and a menu of options for a special committee of the Board of Directors of Hallwood Energy Corporation (OTC: HEWC) relating to an offer by parent The Hallwood Group Incorporated (HGI) to purchase outstanding shareholder interests. Analyzed fair acquisition market value, assisted in price negotiations with HGI and provided the Board with an opinion as to the fairness, from a financial point of view, of the offer.
Tatham Offshore, Inc. - Managed $50 Million Initial Public Stock Offering
Managed initial public offering of stock in Tatham Offshore, Inc. (NASDAQ: TOFF). This Houston-based independent oil and gas exploration and production company was an early participant in the flextrend play of the Gulf of Mexico. Devised offering structure, formed selling group of investment banks and assisted equity sales department in placing the offering to institutional investors.
Texas Meridian Resources Corporation - Managed $38 Million Stock Offering
Managed initial public offering of stock in Texas Meridian Resources Corporation (now Meridian Resource Corp., NYSE: TMR). This Houston-based independent oil and gas exploration and production company is active throughout the Gulf Coast in Texas and Louisiana. Developed offering structure and marketing materials, formed selling group of investment banks and assisted equity sales department in placing the offering to institutional investors.
Granisko Resources, Inc. – Managed $35 Million Private Placement of Mezzanine Securities
Managed private placement of $35 million of mezzanine securities for Granisko Resources, Inc. Proceeds of the placement were used by this Calgary-based independent exploration and production company to develop new gas fields in the province of Alberta. The securities issued consisted of senior secured amortizing term notes, convertible debentures and convertible preferred stock. Issue types, amounts and terms were matched to the funding needs and cash flow profile of the Company’s development projects. Developed offering structure and marketing materials, contacted energy-specific institutional funds and assisted in negotiating final terms of investment.
Hadson Energy Resources Corporation – Advised Sale of U.S. and Australian Oil and Gas Assets
Developed fair acquisition market value analysis for the Board of Directors of Hadson Energy Resources Corporation (ASE: HDX) relating to the proposed sale of its U.S. and international exploration and production assets to Apache Corp. (NYSE: APA). Provided the Board with an opinion as to the fairness, from a financial point of view, of the sale.
Chinese Petroleum Corporation – Advised Proposed Purchase of Union Texas Petroleum Holdings, Inc.
Advised management of the national oil company of Taiwan, Chinese Petroleum Corporation, on the potential acquisition of Union Texas Petroleum Holdings, Inc. (NYSE: UTH). Led analytical teams from the U.S. and Taiwan. Developed detailed acquisition market value ranges for each segment including U.S. E&P, North Sea E&P, East Kalimantan, Indonesia (Bontang) LNG interests, other international E&P, petrochemicals and gas processing. Asset values reflected appropriate tax regimes and corporate charges. Aggregate net asset value, comparable trading and comparable acquisition values analyses provided multiple benchmarks for acquisition offer.
Freeport-McMoRan Oil and Gas Company – Advised Purchase of Minority Shareholder Interests by Parent
Developed fair acquisition market analysis of company for special committee of the Board of Directors of Freeport-McMoRan Oil and Gas Company (NYSE: FMP) and evaluated offer by parent Freeport-McMoRan Inc. (NYSE: FTX) to purchase outstanding shareholder interests of FMP not already owned by FTX. Advised on final pricing and provided the Board with an opinion as to the fairness, from a financial point of view, of the purchase.
Ocean Drilling and Exploration Company (ODECO) – Advised Corporate Restructuring
Developed analysis for management of ODECO of pros and cons and feasibility of several proposed corporate restructuring plans. Primary concept centered on splitting the exploration and production (E&P) and contract-drilling businesses into separately owned entities and rolling up the E&P company into majority owner Murphy Oil, Corp. (NYSE: MUR). Murphy’s ultimate goal was to increase exposure to E&P while removing itself from the contract drilling business. Developed detailed implementation plans for several scenarios. Conducted analyses of projected asset values, earnings, cash flow, trading ranges and accretion/dilution impacts to current shareholders and prospective shareholders of E&P and contract drilling. Murphy eventually conducted an exchange offer of Murphy shares for outstanding ODECO shares it did not already own making ODECO a fully-owned subsidiary of Murphy. Murphy then sold the contract drilling operations to a third party thus achieving its goal.
USX Corporation – Advised Dissident Shareholder Plan to Split Company
Prepared analysis for the Board of Directors of USX Corp. (NYSE: X) on the merits and weaknesses of a proposal put forward by a dissident shareholder group. The proposal, in the form of a shareholder proxy resolution, called for the separation of the steel and oil and gas businesses into separate publicly traded entities. Developed pro forma trading range and shareholder impact analyses. Assisted in drafting shareholder communications outlining the Board’s view of the proposal.
INPEX Corporation – Advised Proposed Purchase of the Huffington Corp.
Advised management of INPEX Corporation on the potential purchase of the Huffington Corp. INPEX is a privately-held, Tokyo-based company engaged in oil and gas exploration and production in Indonesia, Australia, Middle East, Africa, the Caucuses and Central Asia. INPEX is the largest gas supplier to the Bontang (East Kalimantan, Indonesia) LNG project, the largest LNG facility in the world. Developed value analysis of key asset segments including Huffington’s interests in the Bontang LNG project. Included risk adjusted size and life of proved, probable and potential natural gas reserves, current and projected LNG shipments, operating margins, production sharing terms and future capacity expansion. Developed competitive bidding analysis including motivation and comparative advantages of potential bidders from an economic and strategic standpoint.
Select projects undertaken by the founder of BTM Advisors