Transaction Details: 

National Fuel Gas Co. has signed a deal with Royal Dutch Shell subsidiary SWEPI LP in which it will acquire Shell’s upstream and midstream gathering assets in Pennsylvania for $541 million (or ~$500 million after closing adjustments).

The transaction is expected to close on July 31, 2020, with an effective date of January 1, 2020.

Shell/Seneca Leasehold Map

Source: Seneca Resources/National Fuel Gas

Deal Overview

• Acreage: 400,000 total net acres across Pennsylvania (200,000 of which are contiguous to the National Fuel's existing acreage footprint)

• Proved Reserves: 710 Bcf of net P90 proved reserves (100% developed producing) 

• Net Production: 215-230 Mmcf/d estimated at closing

• Midstream Assets: 142 miles of gathering pipelines, compression, and related facilities

• Firm Transport, etc: 300,000 dekatherms per day (“Dth/d”) of attractive firm transportation capacity, including 200,000 Dth/d of valuable capacity on the Company’s Empire pipeline system, and 100,000 Dth/d of capacity to Dominion markets, including the Leidy South project once placed into service

Hedge Update

In contemplation of this transaction, and in order to protect the highly accretive economics of the acquisition, the Company has executed significant additional NYMEX natural gas hedges. For fiscal years 2021 and 2022, the Company has entered into NYMEX hedges equivalent to approximately 75% and 55% of the acquired PDP production, respectively, at average weighted prices of $2.71 and $2.54, respectively. Overall, the Company currently has hedges and fixed price physical sales in place for approximately 75% of its expected PDP production in fiscal 2021. Further details on the Company’s updated hedging positions are provided in the Company’s May 2020 investor presentation.

New Credit Facility

To further enhance its short-term liquidity position, the Company also closed on a $200 million unsecured 364-day credit facility arranged by JPMorgan Chase Bank, N.A. This new credit facility, in combination with the over $500 million currently available under the Company’s existing multi-year credit facility, provides significant liquidity as the Company pursues its permanent financing plans.

Advisors

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as financial advisors to National Fuel. Kirkland & Ellis LLP and Jones Day are acting as legal advisors to the Company.

2020 Guidance Update

The Company is updating its fiscal 2020 production guidance to a range of 245-255 Bcfe, and its Gathering segment revenue guidance to a range of $140-$150 million.