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Devon Energy Corporation
DVN (“Devon”), Crosstex Energy, Inc.
and Crosstex Energy, L.P.
XTEX (collectively “Crosstex”) today
announced the signing of definitive agreements to combine substantially all of
Devon's U.S. midstream assets with Crosstex's assets to form a new midstream
business. The new business will consist of two publicly traded entities: the
Master Limited Partnership and a General Partner entity (the “Master Limited
Partnership” and the “General Partner”, collectively “the New Company”). The
New Company is expected to have adjusted EBITDA of approximately $700 million
in 2014, before synergies. The transaction is expected to be immediately
accretive to both Crosstex and Devon. A name for the New Company will be
announced prior to the closing of the transaction.
The combination of Devon's and Crosstex's extensive midstream systems,
including gathering and transportation pipelines, and processing,
fractionation and logistics assets, provides the New Company with
diversification and scale, along with an enhanced liquids-oriented growth
profile. These assets are located in many of North America's premier oil and
gas regions, including the Barnett Shale, Permian Basin, Cana and Arkoma
Woodford, Eagle Ford, Haynesville, Gulf Coast, Utica and Marcellus. The New
Company will have approximately 7,300 miles of gathering and transportation
pipelines, 13 processing plants with 3.3 Bcf/day of net processing capacity, 6
fractionators with 165 MBbl/day of net fractionation capacity, as well as
barge and rail terminals, product storage facilities, brine disposal wells and
an extensive crude oil trucking fleet.
Under the terms of the definitive agreements, in exchange for a controlling
interest in both the new General Partner entity and the Master Limited
Partnership, Devon will contribute its equity interest in a newly formed Devon
subsidiary (“Devon Holdings”) and $100 million in cash. Devon Holdings will
own Devon's midstream assets in the Barnett Shale in North Texas, the Cana and
Arkoma Woodford Shales in Oklahoma and Devon's interest in Gulf Coast
Fractionators in Mt. Belvieu, Texas. The Master Limited Partnership and the
General Partner will each own 50% of Devon Holdings. Current stockholders of
Crosstex Energy, Inc. will receive one unit in the General Partner entity for
each share of Crosstex Energy, Inc. they own, as well as a one-time cash
payment at closing of approximately $2.00 per share or $100 million in
aggregate. Devon's contributed assets are valued at $4.8 billion in the
transaction.
Devon, with its strong upstream development portfolio, will be the New
Company's largest customer. Devon's inventory of organic exploration and
development opportunities, combined with Crosstex's other high-quality
third-party customers, provides the Master Limited Partnership a visible path
to long-term growth in distributable cash flow. Over time, the potential
exists for the General Partner to drop-down its 50% interest in Devon Holdings
to the Master Limited Partnership, further enhancing growth for unitholders.
Owners of the General Partner entity will benefit from the increased capacity
to pay dividends and the acceleration of achievement of the highest-tier
incentive distributions through this transaction.
“The combined company's midstream assets and expertise greatly accelerate the
value proposition of Devon's previously announced standalone master limited
partnership in a manner that is highly accretive to our shareholders,” said
John Richels, Devon's President and Chief Executive Officer. “Additionally,
this transaction provides Devon a market-based valuation for these assets on a
go forward basis.”
“The integration of Devon's midstream assets with Crosstex provides the New
Company with greater operating leverage and strong sponsorship from a leading
North American exploration and production company,” said Barry E. Davis,
Crosstex's President and Chief Executive Officer. “Indeed our equity holders,
customers and employees will benefit from a larger, stronger company. The
enhanced financial position will support both existing and new growth
projects, provide capacity for greater distribution payouts, and is expected
to result in a higher valuation of our equity.”
Strategic Rationale
* Immediate and meaningful value accretion for both Devon and Crosstex
equity holders –Both the Master Limited Partnership and the General
Partner will benefit from the increased capacity to pay higher cash
distributions and dividends to holders. As a result of the transaction,
the cash distributions per unit of the Master Limited Partnership will
exceed the highest incentive distribution tier. This maximizes the value
of the incentive distribution rights held by the General Partner.
* Increased scale and diversification – The transaction combines Devon's
large Texas and Oklahoma midstream platform with Crosstex's positions in
the Barnett Shale, Permian Basin, Eagle Ford, Haynesville, Gulf Coast,
Utica and Marcellus. The combination creates a geographically diverse
portfolio of midstream assets, a broad range of predominately fee-based
services, and an increasing focus on liquids-based growth projects.
* Strong sponsorship – Through its majority ownership in the New Company,
Devon is aligned with the interests of unitholders and committed to the
New Company's success and ongoing growth. Devon will dedicate nearly
800,000 net acres to the New Company in areas where it expects to develop
liquids-driven upstream opportunities. Fixed-fee contracts and minimum
volume commitments associated with Devon's midstream assets will also
support the stability and growth of the New Company's future cash flows.
* Enhanced financial strength – The New Company's investment-grade credit
profile will provide access to low-cost capital. This enhanced financial
capacity better positions it to secure and execute sizable organic
development and acquisition opportunities across the midstream value
chain. The Master Limited Partnership's pro forma leverage will be
approximately 2.1x debt-to-EBITDA. Additionally, the New Company expects
to achieve operational and financial synergies of up to $45 million
annually. This includes approximately $20 million in cost savings and
approximately $25 million in financing savings, which the New Company
expects to achieve from reduced interest costs as a result of its improved
credit profile.
* Improved cash flow stability – Fixed-fee contracts will account for
approximately 95% of the New Company's estimated 2014 adjusted EBITDA. The
New Company's cash flow stream is further stabilized by the diversified
industries represented in its customer base.
* Enhanced growth outlook - The New Company's strong financial foundation
will enable it to pursue additional opportunities over and above the $1
billion of growth projects Crosstex currently has underway. In addition to
future greenfield projects, the New Company will be positioned to
capitalize on opportunities supporting Devon's upstream growth needs.
Furthermore, the New Company is expected to have the opportunity to
acquire additional Devon assets over time. Specifically, Devon has granted
the New Company a right of first offer with respect to Devon's interest in
Access Pipeline, a pipeline system serving Devon's growing thermal heavy
oil production in Canada.
* Cultural alignment and experienced leadership – Devon and Crosstex have a
long and successful history of working closely together with a clear
understanding of each company's values, internal processes and
expectations. The combination brings together highly skilled workforces
and a senior management team with a significant track record of creating
value in the midstream industry.
Transaction Detail
The combination is structured to be a tax-free contribution. The new General
Partner entity will acquire all shares of Crosstex Energy, Inc. in a
one-for-one exchange. Upon closing of the transaction, Crosstex Energy, Inc.
stockholders will also receive a one-time cash payment of approximately $2.00
per share, or $100 million in aggregate. Simultaneously, 50% of the equity in
Devon Holdings plus $100 million in cash will be contributed to the new
General Partner entity in exchange for approximately 70% of the outstanding
common units in the General Partner entity. The common units to be received by
Devon are valued at $2.4 billion, based on the volume weighted average closing
prices of Crosstex Energy, Inc.'s shares for the 20 trading days prior to
today's announcement.
Devon's remaining 50% equity interest and the general partner interest in
Devon Holdings will be contributed to the Master Limited Partnership in
exchange for approximately 53% of the outstanding common units in the Master
Limited Partnership. The common units to be received by Devon for the
contribution of the remaining 50% of equity is valued at $2.4 billion, based
on the volume weighted average closing prices of Crosstex Energy, L.P.'s units
for the 20 trading days prior to today's announcement.
Upon closing of the transactions, the pro forma ownership of the new General
Partner entity will be approximately:
* 70% - Devon Energy Corporation
* 30% - Current Crosstex Energy, Inc. public stockholders
Upon closing of the transactions, the pro forma ownership of the Master
Limited Partnership entity will be approximately:
* 53% - Devon Energy Corporation
* 40% - Current Crosstex Energy, L.P. public unitholders
* 7% - the new General Partner entity
The transaction, which is expected to close in the first quarter of 2014, is
subject to approval by the stockholders of Crosstex Energy, Inc., as well as
customary regulatory approvals and closing conditions. Crosstex intends to
hold a special stockholder meeting as soon as practicable. Stockholders
representing approximately 22% of Crosstex Energy, Inc.'s outstanding shares,
including Blackstone/GSO Capital, Crosstex Energy, Inc.'s largest stockholder,
and certain members of management and directors, have entered into voting
agreements under which they have agreed to vote their combined interest in
favor of the proposed transaction.
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