The Implications of Chevron Acquiring PDC Energy

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Published on 12 Jun 2023 • 7 min(s) read
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Chevron Intends to Acquire PDC Energy by Shares

On 22 May, Chevron, a major US energy company, announced that it would acquire PDC Energy (PDCE) for a total consideration of USD 6.3 billion. The transaction would be settled by new shares of Chevron, with each share of PDCE receiving 0.4638 of a Chevron share (based on the average closing price of the two companies over the past ten days on 19 May). Chevron aims to complete the transaction by the end of the year.

On the first trading day after the announcement, PDC Energy's stock and bond "PDCE 5.750% 15May2026 Corp (USD)" rose about 7% and 5% respectively.


Chevron Seeks Growth; Both Parties Could Generate Shareholder Returns

It is easy to understand the motivation for the acquisition. Chevron intends to seek growth in both production and scale (The acquisition could boost Chevron's proven reserves by around 10%). The typical M&A logic, “the one with high valuation buys the one with low valuation”, is also applicable in this case, where Chevron's valuation is significantly higher than PDCE's (see Table 1). It is generally beneficial to both shareholders.

Table 1: Chevron and PDC Energy’s Valuation before Announcement of Acquisition

Chevron

PDC Energy

EBITDA* (USD billion)

52.68

2.39

Free Cash Flow* (USD billion)

24.23

0.88

EV / EBITDA (Enterprise Value / EBITDA)

5.7x

3.0x

P / FCF (Price to Free Cash Flow)

12.2x

6.6x

*From Bloomberg consensus on 2023 forecast

Source: Bloomberg Finance L.P., Company’s Announcements, iFAST Compilations
Data as of 19 May 2023


For Chevron, it could reserve the cash by issuance of new shares. Since it enjoys a premium in valuation (Table 1), if the valuation multiple can be almost maintained after the completion of the acquisition, this will stimulate the share price to rise and create shareholder returns. For PDCE, the acquisition price means a premium of about 11% over the prevailing market price, which is also beneficial to PDCE’s shareholders. As such, the transaction is a win-win situation.


Default Risk on PDCE Bond will be Significantly Reduced; Investors could Take Opportunity to Capture the Potential Upside

PDCE bond investors also benefit from the transaction, given the credit quality of the acquirer, Chevron, which has a credit rating of AA- (S&P), compared to PDCE’s rating of BB (S&P). If the acquisition is completed, PDCE’s debt will become part of Chevron's debt. The default risk on PDCE bond will be significantly reduced. PDCE's credit quality will improve significantly to the same level as Chevron's. It is understandable to see why PDCE's bond prices also rose sharply.

As shown by the current share prices of Chevron and PDCE, PDCE shares are currently trading at a discount of only 1.9% to the acquisition price. It reflects the high probability of the M&A to succeed. However, this expectation is not fully priced in the bond market. The PDCE bond yield is still higher than Chevron's by about 1.3% (Table 2).

Table 2: Chevron and PDC Energy’s 2026 Bonds

Bond Name

Issuer

Issuer’s Credit Rating

(S&P)

Years to Maturity

Ask Price

(Investor Buys)

YTM

PDCE 5.750% 15May2026 Corp (USD)

PDC Energy

BB

2.9

99.8

5.8%

CVX 2.954% 16May2026 Corp (USD)

Chevron

AA-

2.9

95.8

4.5%

Source: Bondsupermart, iFAST Compilations
Data as of 9 June 2023


If we deduce the theoretical price according to Chevron's current bond yield, the 2026 PDCE bond price is expected to reach $103.4, with a potential upside of 3.6% (not including the accrued interest over the holding period), which is already higher than the current discount (1.9%) from the stock market. The downside risk of the bond is theoretically lower in the event of the failure of acquisition, as investors could hold the bond to maturity to avoid the loss. Therefore, investors could take the opportunity to buy the 2026 PDCE bond, in a bid to capture the potential upside. Investors could consider selling the bond after the completion of the acquisition and an increase in the bond price.

Theoretically, the acquisition does not trigger the Change of Control Put on the PDCE bond. Unlike the normal trigger condition, the trigger condition of the PDCE bond is when the rating agency downgrades or withdraws PDCE's rating after the change of control, resulting in PDCE's mandatory to redeem the bond. As Chevron's credit rating is much higher than PDC Energy's, the rating agencies should upgrade or maintain the rating of PDCE's bond, instead of downgrading the bond. Therefore, the condition would not be triggered.

Oil Companies’ M&A will be More Prevailing; Vital Energy could be a Potential Target for Acquirors

The valuation of large oil companies and small- and medium-sized oil companies is now seriously divided.

Given the high oil price environment lasting for around 1.5 years and higher valuation of these large oil companies, the oil companies have sufficient capital and strength to propose the M&A of small- and medium-sized oil companies (Table 3). We believe that M&A of oil companies will be more prevailing.

Table 3: Recent M&A of Oil Companies

Announcement Date

Acquiror

Acquiree

Acquiror’s EV/EBITDA Forecast

Acquiree’s EV/EBITDA Forecast

Transaction Consideration

6/9/2022

Devon Energy

RimRock Oil and Gas

5.4x

2.2x

USD 865 million

6/28/2022

Earthstone Energy

Titus Oil & Gas

2.7x

1.9x

USD 575 million and 3.9 million of ESTE shares

8/9/2022

Devon Energy

Validus Energy

4.0x

2.0x

USD 1.8 billion

9/6/2022

EQT Corp

THQ Appalachia I LLC

3.7x

2.3x

USD 5.2 billion

10/11/2022

Diamondback Energy

FireBird Energy

4.3x

3.0x

USD 775 million and 5.86 million of FANG shares

11/2/2022

Marathon Oil

Ensign Natural Resources

4.7x

3.4x

USD 3.0 billion

11/16/2022

Diamondback Energy

Lario Permian

5.4x

3.3x

USD 850 million and 4.18 million of FANG shares

2/28/2023

Riley Exploration Permian

Pecos Oil & Gas

3.2x

3.4x

USD 330 million

4/3/2023

Ovinitiv

EnCap Investments

3.1x

3.7x

USD 3.13 billion and 32.6 million of OVV shares

5/22/2023

Chevron

PDC Energy

5.7x

3.0x

41 million of CVX shares

Source: Company’s Announcement, Bloomberg Finance L.P., Bison Interest, Bayou City Energy, Peters & Co, iFAST Compilations
Data as of 22 May 2023

These records suggest that the peers could have a higher chance of acquiring oil companies at low valuations, possibly including Vital Energy (VTLE), which has a forecasted EV/EBITDA of only 2.0x, a low level among its peers. Therefore, VTLE may be a potential target for acquirors.

As shown in Table 4, the credit rating of VTLE is only B (S&P). The credit ratings of peers, which have the capability to acquire VTLE, should be higher than VLTE’s rating. If VTLE is acquired by its peers in the future, VTLE's bonds could have a significant upside. The logic is the same as the discussion in the PDCE bond above. The VTLE’s debt will become part of the acquiror’s debt. It means a reduction in the default risk on the VTLE bonds, thus driving the bond performance.

Table 4: Vital Energy’s Bonds

Bond Name

Years to Maturity

Bond Credit Rating

(S&P)

Ask Price

(Investor Buys)

YTM (%)

YTC (%)

VTLE 9.500% 15Jan2025 Corp (USD)

(Bond Express Member)

2.0

B

100.4

9.2%

8.3%

(January 2024)

VTLE 10.125% 15Jan2028 Corp (USD)

5.0

B

98.5

10.8%

10.3%

(January 2026)

VTLE 7.750% 31Jul2029 Corp (USD)

6.5

B

84.0

11.4%

9.4%

(July 2026)

Source: Bondsupermart, iFAST Compilations
Data as of 9 June 2023


Related Articles

Idea of the Week: PDC Energy – An Oil & Gas Company with Geographic Advantages

Idea of the Week: Vital Energy – An Oil & Gas Company with Up to 8% Yield

Idea of the Week: Unravelling the Investment Logics of Oil Bonds 


Declaration: For specific disclosure, at the time of publication of this report, IFPL (via its connected and associated entities) holds positions in VTLE 9.500% 15Jan2025 Corp (USD) and the analyst who produced this report holds a NIL position in the abovementioned securities.


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