Petrosearch Energy Signs Agreement to Sell Barnett Shale Projectadmin
Petrosearch Energy Corporation announced that its wholly owned subsidiary, Barnett Petrosearch L.L.C., has agreed to sell its 5.54455% limited partnership interest in DDJET Limited LLP (“DDJET”) to Cinco County Barnett Shale LLC (“Cinco”), one of the other two partners in DDJET, for a cash purchase price of $36,000,000. Cinco paid to Barnett Petrosearch $1,800,000 as a non-refundable deposit to be applied to the purchase price.
Cinco currently owns a 14.45546% limited partnership interest in DDJET. The remaining partner in DDJET is the general partner which owns an 80% partnership interest in DDJET. The partners in DDJET had previously received a firm offer from a third party to enter into a definitive agreement to purchase their partnership interests.
The closing of the sale transaction with Cinco is scheduled to occur on July 18, 2008. Should the general partner elect to exercise a preferential purchase right under the DDJET partnership agreement to match the terms of the Cinco sale agreement, the closing will nevertheless proceed with Cinco on the scheduled closing date and Cinco will assume and indemnify and hold Barnett Petrosearch harmless from any obligations to sell the DDJET partnership interest to the general partner as a result of such exercise.
The process for evaluating the Company’s options and deciding the direction the Company would choose regarding the DDJET sales process was extremely complicated. The Company explored and evaluated all of the possible alternatives as to their viability, risk/reward profile and value to the Company. The Company explored (i) exercising its preferential purchase right to purchase 80% of DDJET; (ii) remaining as a partner in DDJET and raising the necessary capital to do so; (iii) merging the Company with a financially viable industry partner; and (iv) becoming a seller of the Company’s DDJET partnership interest to the third party offeror. While the Company believes that the Barnett Shale project is an economically viable project with excellent long-term growth potential, it ultimately made the decision to sell to Cinco based on several factors. These factors include:
* The sales price of $36 million represents a significant premium to the pre-existing offer from the third party offeror as applied to the Barnett Petrosearch interest. If the sale price in the Cinco transaction for the Company’s interest is extrapolated to the total partnership, this would imply an approximately $650 million valuation for the entirety of the DDJET partnership interest. * The Company invested $14.9 million in the DDJET transaction, which equates the sales price to 242% of our original investment in less than 18 months from the formation of the DDJET partnership. * Through the evaluation process the Company had gained an understanding that the market does not have a favorable view of a small company holding a small non-operated interest in a large project where the non-operator has no control over operations. The risk of being “drilled out” of the project and continually being subject to capital market conditions to fund investment obligations would have continued to burden the Company’s activities. * The capital needed for the Company to remain in the DDJET project at its current interest was significant, and in order to raise that capital the Company may have been required to complete financing transactions that would have been highly dilutive to the shareholders. * There was a level of uncertainty surrounding the future structure of the DDJET partnership and the plans of the future operator for the DDJET project, which added to the risk of not selling. * The sale will leave the Company with a strong balance sheet – most importantly, a cash position of approximately $14-15 million in excess of any debt and 100% interest in a project with significant proved reserves. * The Company estimates that it has Net Operating Losses to offset most of the gain from the sale of the asset, so there will be minimal income taxes to be paid on the transaction.
* The sale allows the Company to focus on the Quinduno water flood project, which has estimated 3P reserves (proved, probable and possible) of approximately 7 million Boe as reported in the Company’s press release dated June 27, 2008.
President and CEO of Petrosearch Richard Dole stated, “We are pleased with the results of the outcome of the DDJET sales process for the Company and shareholders. The premium value we will receive over the original offer for the Barnett Shale Project made the decision that much clearer. Our focus will now be on the prudent use of capital to develop the water flood project while still continuing to pursue strategic alternatives for the Company that will create value for the shareholders.”
Please see the Company’s Form 8-K filed today with the SEC for further information.
Petrosearch Energy Corporation, a Nevada corporation with executive offices in Houston, Texas, is a resource based energy company with activities focused on two major projects: the Barnett Shale trend, and the Anadarko basin of the North Texas Panhandle. For more information please visit www.petrosearch.com.
Petrosearch Energy Corporation Investor Relations Contact 713-334-5123 Email:IRC@petrosearch.com or Piedmont IR, LLC Keith Fetter or Darren Bankston, 678-455-3696
Source: Petrosearch Energy Corporation