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Group7 Anadarko
Group7 Anadarko
Anadarko Petroleum
Case 2, Mergers & Acquisitions, Term 2 2022
Group 7: Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel
1. Executive summary
2. Anadarko: Rejection of offers
3. Occidental: Revision of offers
4. Financial analysis
3.1 Worth of OXY’s offer to APC shareholders
3.2 DCF Analysis
3.3 Synergies valuation
3.4 Valuation summary
5. Berkshire Hathaway’s funding package
6. Recommendations
7. Appendix
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 2
Executive summary
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 3
Anadarko: Rejection of OXY offers
Merger proposal timeline Why did Anadarko reject offers from OXY?
March 20, 2019 Anadarko Petroleum Corporation rejected 2 offers worth $76 per share from
CVX offered
$65.00 per share Occidental Petroleum Corporation in favour of $65 per share offer from Chevron
140 (25% cash & because:
75% CVX
shares)
• Occidental Petroleum Corporation (OXY) put in 2 revised bids of 76$ per
120
share for Anadarko Petroleum Corporation, which were offering higher share
price as compared to the 65$ per share price offered by Chevron.
January 19, April 11, 2019
100 2018 March 23, 2019 CVX offered
OXY offered OXY offered $65.00 per • Although these 2 offers were superior offers to Chevron offer, Anadarko’ CEO
$76.00 per $76.00 per share share ($16.25
share (not more ($19 cash + cash + 0.3869
AI Walker feared that if the deal were to go through, an OXY shareholder
May 26, 2017
80 OXY offered than 50% cash) 0.8737 OXY CV shares) vote was required in stock-deal transaction as defined by a precise NYSE
$61.22 per shares) rule.
share (100%
OXY Shares)
60
• Several of the OXY’s largest shareholders voiced their concerns as
“Occidental’s Management has characterized this deal as a ‘transformational
deal’ and we feel that any such deal should be put to a shareholder vote’.
40
• Another concern for APC CEO AI Walker was that the 2 offers had a
significant contribution of OXY shares as compared to cash. The declining
20 share price of OXY meant reduced value for the APC shareholders.
Therefore, feared whether the deal would go through amidst the divided OXY
0 shareholder board and the declining stock price of OY shares, APC CEO AI
7 7 7 7 7 7 7 7 8 8 8 8 8 8 8 8 8 8 8 8 9 9 9 9 9 9 9 9
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M
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Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 4
Occidental: Revision of offers
The revised merger proposal from April 24 to May 5 submitted by Hollub offered
significantly higher closing certainty
How do the two offers differ? Why was the offer revised?
DATE OFFER CASH OCCIDENTAL’S OCCIDENTAL’S The offer was revised in order to provide a significantly better
OF OFFER PER SHARE PER SHARE SHARES PER SHARE SHARE PRICE
deal over the one offered by Chevron since there already
existed a $1 Bn breakup fee and the merger offered huge value
April 24 $76 $38 0.6094 OXY shares 62.00
through annual pre-tax savings (Operating efficiencies,
May 5 $76 $59 0.2934 OXY shares 57.33
integration of global supply chain functions, and reduction in
general and administrative expenses).
Profitability
The new offer provided significantly higher cash per share from
both the previous offer as well as the one made by Chevron,
thereby giving a higher closing certainty due to reduced
Total The total deal consideration for both proposals was the same at $76 per uncertainties over share price fluctuations.
consideration share (with share offering at a price as of that day), however, the structure
of the consideration was different.
Ms. Hollub & Mr. Buffett structured the new offer in such a
manner that an Occidental shareholder vote would not be
required, implying zero risk of management bringing the to finish
Cash The revised May 5 proposal offers roughly 1.5 times cash per share
line once it was accepted.
component acquired than the April 24 offer, implying a 78% payment in cash
compared to 50% earlier.
It will generate immediate value for Anadarko’s shareholders
since the acquisition financing by Berkshire Hathaway was
Share more balance sheet friendly.
Occidental’s share offering per share of Anadarko reduced to nearly half
offering of what it offered before, thereby reducing the risk of future share price
movements from deal value.
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 5
Worth of the OXY May-05 offer to APC shareholders
APC share holders gain up to US$ 7.38 in value per share, compared to the current
market value, depending on the realization of synergies post-transaction
Pro-forma NewCo – EV to Equity bridge (USD MM)
Worth of the offer per share versus share price May-03 2019 (USD) Stockholder gain - sensitivity to synergy realization
PV (Synergies) Stockholder gain / share
USD MM USD
$ - $ 4.13
$ 5,000 $ 5.75
$ 10,000 $ 7.38
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 6
APC Standalone Case (SAC) - DCF Analysis
Cost of Equity:
D/E 74,3% Terminal Value Calculation Using a Simple Perpetuity Terminal Value
D/(D+E) 42,6%
Supra normal growth period Perpetual growth
Period begins 2029
Weighted Average Cost of Capital: Period ends -
Tax rate 25,0% WACC 8,2%
Growth rate (b) 0,9%
FCF @ 2029 4.555,5
WACC 8,16%
TV of perpetual growth period @
2028 62.793,1
Unlevered cost of equity capital:
PV of Terminal value 30.000,4
RU Obtained by applying MM
9,13% Proposition II b) Lower bound of 0% as oil and gas assets get depleted over time and there is only a finite amount in the ground
Thus, 0% < Long-term growth rate <2019 US Inflation rate (1,81%) Source: WorldBank
Synergies Valuation
Model Assumptions
Implied EV Range
DCF SAC (WACC 8%-8,4%, terminal growth 0%-1,8%) $ 48.121,8 $ 50.222,4 $ 52.695,2
“We could lower or affirm the “Should OXY’s bid prove “While the transaction would
ratings on Oxy when the successful, a multiple notch strengthen OXY's long-term
rating downgrade should be business profile, in the short to
Anadarko acquisition closes. At
expected. If the acquisition medium term, Fitch expects it
this time, we expect a downgrade
closes as proposed and crude oil will pressure OXY's credit
would not be more than two prices remain supportive, OXY profile, given the high cash
notches based on the terms of would likely emerge with a weak consideration and the need to
the proposed transaction.”.- 25 investment grade rating.”.- 24 debt finance a material part of
April 2019 April 2019 the offer.” – 25 April 2019
MARKET YIELD CONSTANT PERPETUITY VALUE TOTAL INVESTMENT VALUE 28/11/2017 $600m Energy – Oil & Gas Refinancing BBB 6.5%
7.8% (Max) $10.3bn $10.9bn 04/10/2017 $800m Energy – Oil & Gas CapEx & Refinancing BBB- 7.4%
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 10
Valuation- Trading Comparables
With a substantial amount of debt to be used for the acquisition of Anadarko; c. $11.4bn to finance the offer value, excluding the funding needed to refinance the c. $19bn of debt held by the target, Anadarko faces negative rating pressures due to the
expected increases in leverage
S&P, Moody’s, and Fitch, expect Anadarko to remain in the IG rating range, despite a potential downgrade
For this reason, we have chosen a set of Investment Grade peer companies to obtain the discount rate of our Constant Perpetuity model, as it appropriately reflected the market risk of Occidental’s preferred shares issuance
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 11
Recommendation
Higher premium paid by Occidental, on account of higher annual synergies ($2bn) compared to Chevron ($1bn)
Higher cash component in Occidental’s offer, resulting in lower risk and uncertainty coming from share price fluctuations
Lower risk correlated to increase in leverage coming from debt raised for funding, due to friendlier acquisition financing
(Berkshire Hathaway)
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 12
Appendix
Worth of the OXY May-05 offer to APC shareholders
Assumptions
Assumptions OXY pre-transaction
TEV OXY USD MM $ 60,000 TEV OXY USD MM $ 60,000
TEV APC USD MM $ 40,000 Debt Outstanding USD MM $ 10,317.00
PV Projected synergies
Assumptions USD MM $ 10,000 OXY Cash and Cash Equivalents
TEV OXY USD
USD MM
MM $
$ 3,033.00
60,000
Proceeds
TEV OXY from asset sale USD
USD MM
MM $$ 8,800
60,000 Net
DebtDebt
Outstanding USD
USD MM
MM $
$ 7,284.00
10,317.00
BH
TEVFunding
APC USD
USD MM
MM $$ 10,000
40,000 Equity valueand Cash Equivalents
OXY Cash USD
USD MM
MM $
$ 52,716.00
3,033.00
Break-Up fee synergies
PV Projected USD
USD MM
MM $$ 1,000.00
10,000 Shares
Net Debtoutstanding MM
USD MM $ 755
7,284.00
Corporate tax rate
Proceeds from (a)sale
asset USD MM% $ 25%
8,800 Equity
Equity value
value per share USD/share
USD MM $
$ 69.82
52,716.00
BH Funding USD MM $ 10,000 Share
Sharesprice (May-03 2019)
outstanding USD/share
MM $ 57.95
755
OXY revised
Break-Up fee offer (May 5-2019) to acquire APC by purchasing 100% of common
USD MMstock
$ 1,000.00 Equity value per share USD/share $ 69.82
Cash portion
Corporate tax rate (a) USD/APC share % $ 59.00
25% APC
Share(pre-acquisition)
price (May-03 2019) USD/share $ 57.95
Share portion OXY shares/APC share 0.2934 TEV APC USD MM $ 40,000
OXYrevised
OXY revised offer
offer (May(May-05
5-2019) to19) to acquire
acquire 100% of APC
APC by purchasing common
100% of stock
common stock APCOutstanding
Debt pre-transaction
APC (pre-acquisition) USD MM $ 16,417.00
Offer
Cash premium
portion as per APC market value: USD/APC share $ 59.00 Cash & Cash equivalents
TEV APC USD
USD MM
MM $
$ 1,295.00
40,000
Premium / share
Share portion USD
OXY shares/APC share $ 3.28
0.2934 Net
DebtDebt
Outstanding USD
USD MM
MM $
$ 15,122.00
16,417.00
Premium USD MM $ 1,655.38 Shares
Cash & Outstanding
Cash equivalents MM
USD MM $ 504.30
1,295.00
Offer premium as per APC market value: Equity value
Net Debt USD
USD MM
MM $
$ 22,431.00
15,122.00
Offer premium
Premium / shareas per implied APC equity value USD $ 3.28 Equity
Sharesvalue / share
Outstanding USD
MM MM $ 44.48
504.30
Premium / share USD MM $ 35.01
1,655.38 Share
Equity price
value(May-03 2019) USD
USD MM $
$ 72.72
22,431.00
Premium USD MM $ 17,653.75 Minority interest
Equity value / share USD
USD MM
MM $
$ 2,447.00
44.48
Offer premium as per implied APC equity value Share price (May-03 2019) USD $ 72.72
Premium / share USD $ 35.01 Minority interest USD MM $ 2,447.00
Premium USD MM $ 17,653.75
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 14
Worth of the OXY May-05 offer to APC shareholders Acquisition financing
Cash portion USD MM $ 29,754
New debt (preferred shares) USD MM $ 10,000.00
New debt (other) USD MM $ 10,953.70
PV (tax shield from new debt) (b) USD MM $ 2,738.43
OXY shares issued MM 147.96
Acquisition financing
Acquisition financing Acquisition financing OXY post-transaction (NewCo pro-forma)
OXY (NewCo - post-acquistion pro-forma)
Cash portion Cash portion USD MM $ 29,754 USD MM $ 29,754
Debt Outstanding USD MM $ 37,687.70
New debt (preferred shares) New debt (preferred shares)
USD MM $ 10,000.00 USD MM $ 10,000.00
Preferred shares USD MM $ 10,000.00
New debt (other) New debt (other) USD MM $ 10,953.70 USD MM $ 10,953.70
Cash and Cash Equivalents (c) USD MM $ 3,328.00
PV (tax shield from new debt) (b) PV (tax shield from new
USDdebt)
MM(b)$ 2,738.43 USD MM $ 2,738.43
Net debt USD MM $ 44,359.70
OXY shares issued OXY shares issued MM 147.96 MM 147.96
TEV (d) USD MM $ 111,738.43
OXY (NewCo - post-acquistion pro-forma) OXY (NewCo - post-acquistion pro-forma)
Equity value USD MM $ 64,931.73
Debt Outstanding Debt Outstanding USD MM $ 37,687.70 USD MM $ 37,687.70
Shares Outstanding MM 902.96
Preferred shares Preferred shares USD MM $ 10,000.00 USD MM $ 10,000.00
Equity value/share USD $ 71.91
Cash and Cash Equivalents (c) Cash and Cash Equivalents
USD MM (c) $ 3,328.00 USD MM $ 3,328.00
Net debt Net debt USD MM $ 44,359.70 USD MM $ 44,359.70
How much is OXY's revised offer worth to APC shareholders?
Current stock price APC USD $ 72.72
TEV (d) TEV (d) USD MM $ 111,738.43 USD MM $ 111,738.43
Cash portion received / APC share USD $ 59.00
Equity value Equity value USD MM $ 64,931.73 USD MM $ 64,931.73
Equity value received / APC share USD $ 21.10
Shares Outstanding Shares Outstanding MM 902.96 MM 902.96
Value of total compensation / APC share USD $ 80.10
Equity value/share Equity value/share USD $ 71.91 USD $ 71.91
Worth of the revised offer to APC shareholdersStockholder gain / APC share (vs APC market value) USD $ 7.38
How much
How much is OXY's revised offer worth to APC shareholders? is OXY's revised offer worth to APC shareholders?
USD $ 35.62
Current stock price APC Current stock price APC USD $ 72.72 USD $ 72.72
Cash portion received / APC share Cash portion received / APC
USDshare
$ 59.00 USD $ 59.00
Equity value received / APC share Equity value received / APC share
USD $ 21.10 USD $ 21.10
Value of total compensation / APC share Value of total compensation / APC
USD $ share80.10 USD $ 80.10
Stockholder gain / APC share (vs APC market value) Stockholder gain / APC share
USD(vs$ APC market
7.38 value) USD $ 7.38
Stockholder gain / APC share
USD(vs$ APC standalone
35.62 equity value) USD $ 35.62
Bayer AG: Bidding to Win Merck’s OTC Business | Mergers and Acquisitions, José-Miguel GASPAR | Feb-03 2022 | Himanshu Bohra, Federico Garone, Niccolò Mori, Utkarsh Sharma, Johannes Zobel 15
Precedent Transactions Reference List