This document has been prepared solely for information purposes for the use of the management and shareholders of OJSC "Rosneft Oil Company" (“Investor” or “Rosneft”) for the purpose of analyzing the investment opportunity in the Russian oilfield services market and without any commitment or responsibility on our part.
The Investor is invited to consider acquisition of the largest provider of oil and gas drilling services in Russia - Eurasia Drilling Company Limited, (“Company” or “EDC”). Information in this presentation reflects external business environment conditions and opinion only as of the date of this presentation.
2. Disclaimer
3
Exclusive opportunity to acquire a 100% interest in Eurasia Drilling Company Limited (EDC)
This document has been prepared solely for information purposes by M&A – corporate finance department, for the use of the management and shareholders
of OJSC "Rosneft Oil Company" (“Investor” or “Rosneft”) for the purpose of analyzing the investment opportunity in the Russian oilfield services market and
without any commitment or responsibility on our part.
The Investor is invited to consider acquisition of the largest provider of oil and gas drilling services in Russia - Eurasia Drilling Company Limited,
(“Company” or “EDC”). Information in this presentation reflects external business environment conditions and opinion only as of the date of this presentation.
This presentation should not be considered complete unless presented during a final meeting between the Investor and M&A – corporate finance department. This
presentation may not be disclosed to any third parties or used for any purposes other than stated above without prior written consent of M&A – corporate finance
department.
Hereby we state Company’ s Valuation Date: 1/12/2015 (after Company’s delisting 17/11/2015)
Confidential
3. Company profile 5
Deal rationale 7
Valuation
I. DCF 9
II. Precedent Transaction Valuation 11
III .Comparable Companies Valuation 12
Valuation Summary 13
Executive summary
Synergy effects 15
Exclusive Investment Proposal 16
Appendix
Purchase price calculation 18
EDC – Standalone DCF Valuation 19
EDC – Standalone Income Statement 20
EDC – Standalone Cash Flow Statement 21
EDC – Standalone Balance Sheet 22
EDC – Standalone Debt Profile 23
Rosneft – Standalone Income Statement 24
Rosneft – Standalone Cash Flow Statement 25
Rosneft – Standalone Balance Sheet 26
Post Merger Income Statement 27
Post Merger Standalone Cash Flow Statement 28
Post Merger Standalone Balance Sheet 29
Contents
4
4. Company profile
• The largest drilling company in Russia
27% of Russian drilling footage in 2014
• The largest independent Russian OFS provider
~13% of Russian OFS market share in 2014
• EDCs OFS market segments
onshore and offshore drilling, onshore integrated well construction and
workover services
• 3 Oil&Gas majors in client portfolio
Lukoil (63%), Gazprom Neft (22%), Rosneft (7%)
• Current credit rating
Fitch: BB (Pos). S&P: BB+ (Neg).
Description Key Russian* assets
In USD mn
Sources: Company data, Team estimates, VTB Capital
Financial metrics Shareholder structure
(*) Foreign assets of EDC contribute a negligible part of Company’s revenue and EBITDA. 5
261 rigs
drilling and sidetracking
Up-to-date equipment
over 40% of rigs
are less than 10 years old
Geographical
presence
in all major oil
production regions
2767
3237
3478
2975
1 992
2 134
2 283 2 323
400
620 580 530
344 215 239 227
22%
24% 27% 28% 25% 26% 27% 26%
2011A 2012A 2013A 2014A 2015F 2016F 2017F 2018F
Revenue CAPEX EBITDA margin
Before delisting After delisting (estimation)
30%
22%15%
32%
33%
45%
22%
A. Putilov
Others
Free-float A. Djaparidze
Others
After delisting, two major investors increased
their share together from 55% to 78%.
6. Rosneft actively develops its own in-house services,
Structure of development drilling (mn m)
EDC has the potential to cover most of Rosneft’s need in drilling,
Total meters drilled (mn m)
Key benefits for Rosneft
Sources: Rosneft and EDC data, Team analysis
2 2.35
2.8
2014A 2015F 2016F
Current in-house service In-house service expansion
Third-party contractors Total in-house service
2.0
2.5
3.7
4.5
4.9 5.0
6.0
5.1
3.3
4.0 3.8
4.1
4.8
6.1
6.3
5.7
2007 2008 2009 2010 2011 2012 2013 2014
Rosneft's demand EDC's supply
Great opportunity for in-house drilling development
2. Performance improvement
7
1. Cost optimization
3. Other revenue enhancement
Development of internal services is an increasing trend among
Russian oil companies (incl. Tatneft, Slavneft and SurgutNefteGaz).
(*) Over 25% of EDC’s drilling and sidetrack rigs are 5 years old or less, over 40% - less than 10 years old.
38% 27% 31%
15% 35% 36%
46% 37% 33%
short-term
target share
= 75-80%
5.2 mn m 8.6 mn m 9.0 mn m
2016F
Drilled by in-house unit
9.0
5.1
• Reduce costs by relying on in-house service, which is 5-9% lower
compared to the cost of services provided by third-party contractors.
• Obtain market price independence. – Rosneft plans to increase its in-
house drilling services share to 80% in the near future.
• Increase its drilling efficiency after acquiring one of the youngest* and
technologically advanced rig fleets in the industry.
• Increase profit by providing drilling service to peer companies until the end
of framework agreements (contract with Lukoil ends in 2015, with Gazprom
Neft – 2016).
• Increase its revenue with offshore drilling in the Caspian Sea.
54%
63% 67%
8. 29%
24%
5%
5%
3%
34%
EDC
Surgut NG
SSK
RU-Energy
Eriell
All others
27%
21%
6%4%
4%
38%
Total crude oil output in Russia will grow and brownfield crude oil
production in Western Siberia will remain stable in the mid-term outlook
After the decrease in 2014 drilling footage & share of horizontal drilling will
grow reflecting the depletion of brownfields and growth of crude oil output
On the basis of the market outlook we derive the following key
assumptions for our revenue forecast used for building the DCF model
• Total drilling footage in Russia will constantly grow (CAGR = 5.82%, till 2021).
• EDC market share will decline 1 p.p. per year due to in-house development
trend in the oilfield services industry.
• Share of horizontal drilling (more profitable service than vertical drilling) will
increase from 27% in 2014 to 32% in 2020 and EDC is capable of providing
such services.
• However, premium for horizontal drilling will decline (in 2021 it will be almost
zero) comparable to vertical drilling.
In spite of the growing competition the Company maintains its
leading position by meters drilled
2013 2014
10,2
12,9
15,1 16,2 15,4
18,1
19,5
21,1 21,9
20,6
22,6 23,1
25,0
26,6
28,8
30,6
11% 11% 10% 10% 11% 11% 13% 15%
23%
27% 27% 27% 28% 29% 31% 32%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
0
5
10
15
20
25
30
35
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015F
2016F
2017F
2018F
2019F
2020F
Russian onshore drilling market size (millions of meters drilled)
Share of horizontal meters
333 338 339 333 325 320 319 317 314 313 308 302 305 299 298 299
97 100 101 103 106 111 114 116 118 118 120 119 118 117 115 114
23 24 24 27 31 30 28 27 27 28 29 32 32 34 35 36
20 27 35 41 44 47 48 50 52 54 5617 18 27 24 25 24 23 23 23 24 27 29 27 33 35 32
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015F
2016F
2017F
2018F
2019F
2020F
Western Siberia Volga-Urals Timan-Pechora Eastern Siberia Others
I. DCF Valuation: EDC Standalone Revenue forecasts
Sources: Renergy, Deloitte, EDC data 9
Crude oil
output, mn t
Confidential
9. 2 975
1 988
2 127
(179)
(648)
(160)
0
(30)
82 33 54
Revenue'14 Δ Onshore
footage
Δ Revenue/
m onshore
Δ Other
onshore
services
Δ Offshore
services
Revenue'15 Δ Onshore
footage
Δ Revenue/
m onshore
Δ Other
onshore
services
Δ Offshore
services
Revenue'16
Onshore drilling
Onshore drilling
(193)
131
I. DCF Valuation: Revenue and FCFF projections
Sources: Team analysis
• Slump in 2015 is forecasted due to significant
ruble depreciation, and therefore devaluation
of prices for onshore drilling - key Company’s
services.
• Offshore prices are denominated in dollars and
unaffected by FX rate fluctuations.
• From 2015 till the end of projection period
revenue is constantly growing due to steadily
increasing prices for services against flat
drilling activity (CAGR = 3.1%, till 2021).
• Rapid decrease of cash inflows due to
revenue slump in 2015 is counterbalanced by
much lower cash outflows for CapEx.
• CapEx is much lower in forecast years than in
2011-2014 because of (1) finish of payments
for the fifth jack-up rig in 2014, (2) termination
of rig modernization program in 2016. Thus,
we forecast that EDC will reduce its CapEx to
maintenance levels in the forecast period.
Revenue
10
In USD mn
Free cash flow to the Firm
In USD mn
138
221
251
90
65
129
(164)
FCFF'14 Δ NOPAT Δ CapEx Δ Depreciation
and WC
FCFF'15 Δ NOPAT Δ CapEx Δ Depreciation
and WC
FCFF'16
Ruble depreciation
significantly pressed
prices for services.
∆ Average
price
∆ Average
price
From 2016 to 2021
Revenues and Cash Flows
are expected to be flat.
∆ Depreciation
and NWC
∆ Depreciation
and NWC
Confidential
10. M&A closed deals of global Oil and Gas Drilling and Gas Field Service companies (OFS)
Purchase Premium ~ 20%
Sources: Capital IQ, Mergermarket, Bloomberg
• Lack of comparable historic transactions for oil and gas service companies
in Russia.
Considerations
• Value of the company was calculated by applying EV/EBITDA and EV/Revenue
ratios from previous transactions.
• This valuation method includes 20% premium historically paid for control in oil
and gas drilling industry.
II. Transaction Multiples / Precedent Transaction Valuation
11
M&A
Closed
Date
Target/Issuer Country Buyers/Investors
Transaction
Value,
in mln $
Percent
Sought (%)
EV
in mln $
EV/
Revenue
EV/
EBITDA
Target Stock
Premium
1 Day Prior
16.01.2015 C.A.T. Oil Austria Maurice Dijols - 50.3 892.8 2.1x 7.5x 3.8%
23.05.2014 Integra Group Russsia Integra's management team 253.8 70.0 220.1 - 5.6x 33.3%
04.03.2014 Kreuz Holdings Singapore Headland Capital Partners 381.0 100.0 369.9 1.5x 5.2x 4.6%
12.02.2014 Mermaid Maritime Thailand Thoresen Thai Agencies Public 53.8 9.23 543.4 1.9x 8.9x 3.0%
22.04.2013 IROC Energy Services Corp. Canada Western Energy Services 186.9 100.0 186.8 1.9x 6.5x 33.8%
05.11.2012 Union Drilling USA Sidewinder Drilling 243.7 100.0 243.6 0.9x 4.9x 6.0%
01.10.2012 Pure Energy Services Canada FMC Technologies 313.9 100.0 310.0 1.1x 5.4x 40.1%
07.02.2012 Complete Production Services USA Superior Energy Services 3 309.7 100.0 3 101.4 1.5x 5.6x 61.4%
03.10.2011 Transocean Norway Drilling Norway Transocean Services 3 435.6 100.0 3 344.1 8.5x 14.8x 98.5%
03.06.2011 Bronco Drilling Co. USA Chesapeake Energy Corporation 342.8 100.0 328.0 2.4x 12.3x 5.8%
Max 8.5x 14.8x 99%
75th Percentile: 2.1x 8.5x 39%
Median 1.9x 6.0x 20%
25th Percentile: 1.5x 5.4x 5%
Min 0.9x 4.9x 3%
Confidential
Description
11. Trading multiple valuation of global Oil & Gas onshore/offshore drilling-service companies (OFS)
Sources: Bloomberg, 01.12.2015
• Lack of public oil and gas service companies with similar characteristics and geography of assets.
• Comparable analysis with international peers with similar operating profile.
• Comparable companies analysis involves the comparison of operating metrics and valuation multiples for public companies in a peer group to those of a target
company.
• In our analysis, indicative value of the company was calculated by applying EV/EBITDA and EV/Revenue ratios of listed comparable companies.
Description
Considerations
III. Trading Multiples / Comparable Companies Valuation
12
Company Country Market cap
EV,
in mln $
Revenue,
in mln $
EBITDA,
in mln $
EBITDA,
margin
EV/Revenue EV/EBITDA
2015 2015 2015 2015 2016E 2015 2016E
Baker Hughes USA 19 194 21 132 15 742 1 815 11.5% 1.3x 2.2x 11.6x 31.3x
Weatherford Switzerland 6 963 13 625 9 433 1 307 13.9% 1.4x 2.2x 10.4x 34.5x
Helmerich & Payne USA 5 093 5 933 2 568 1 072 41.7% 2.3x 4.2x 5.5x 16.3x
Transocean Switzerland 4 507 10 976 7 019 3 089 44.0% 1.6x 2.9x 3.6x 7.4x
Ensco Britain 3 622 6 933 4 063 2 075 51.1% 1.7x 2.4x 3.3x 5.0x
Saipem Spa-Unspon Italy 3 537 9 531 12 773 564 4.4% 0.7x 0.7x 16.9x -
Noble Corp Britain 2 553 7 165 3 071 1 681 54.7% 2.3x 3.3x 4.3x 6.5x
Nabors Industries USA 2 393 5 975 3 864 1 127 29.2% 1.5x 2.8x 5.3x 10.4x
Patterson-Uti Energy USA 2 219 3 248 1 891 582 30.8% 1.7x 3.6x 5.6x 16.5x
C.A.T. Oil Austria 337 402 358 99 27.6% 1.1x 0.7x 4.1x 2.8x
Max 54.7% 2.3x 4.2x 16.9x 34.5x
75th Percentile: 43.4% 1.7x 3.2x 9.2x 16.5x
Median 30.0% 1.6x 2.9x 5.4x 10.4x
25th Percentile: 17.3% 1.4x 2.2x 4.1x 6.5x
Min 4.4% 0.7x 0.7x 3.3x 2.8x
Confidential
14. Synergy effects
15Sources: Team analysis
FCFF Adjustments
SG&A
• Head office and marketing costs
reduction
CAPEX reduction
• As services are provided by in-house
drilling unit (major source of synergy)
Synergy effect - FCFF
Confidential
In USD mn
PV of projected synergies realized in forecast period = USD 738 mn
Revenue
• Loss of Revenue attributable
to third party
• Gains from enhanced flow rates
from new wells drilled by
Company – Impact of sales
of additional crude oil produced
Revenue & Cost Synergies
113
168 171
176 180
172
2016F 2017F 2018F 2019F 2020F 2021F
The first year with
significant positive
synergies
We recommend the acquisition of EDC, as the deal promises significant synergistic effect for the Investor.
15. Exclusive Investment Proposal
Equity transaction value (adj. for control premium and illiquidity discount)
Equity value USD mn 1 662
Control premium % 20%
Illiquidity discount % (10%)
EQUITY TRANSACTION VALUE (100% stake) USD mn 1 828
Shares outstanding (after delisting) mn 101
Proposed price per share USD 12.55
Deal analysis 2016F 2017F
Rosneft EPS 0.72 0.75
Combo EPS 0.74 0.77
EPS accretion/dilution 2.4% 1.8%
16
Financing: 100% Cash Rosneft’
Cash available: USD 9 920 mn
(3Q 2015 IFRS)
Sources: Team analysis Confidential
I. Strategy II. Leadership III. Synergy
Key benefits of the transaction for Rosneft:
PV of projected synergies realized in forecast period = USD 738 mn