Everyb ody, it's a pleasure here to be with all, with you all. I'm Paulo Mendonça. I'm Chairman of Maha Energy. I have here by my, with my side, by my side, Kjetil Solbraekke, the CEO of Maha Energy. Today, we are very keen here to have scheduled this call. Thank you very much here for participating today. We really wanted here to, to present the market, our view here in this business combination between 3R, onshore, and PetroRecôncavo. We do see here this transaction as a very obvious transaction here in the capital markets. If we look to both assets, they are basically the same company. But we, we have prepared here a, a short presentation here to the market, in which we will go through you all. We have here some five, six slides to present to you, and we have a QR code here in the screen. Should you have any questions, please, use the QR code and send the questions that we will try to address them after the presentation. Well, maybe following here the exact profile of the letter that we are very proud here to send to the market. We do believe here that we have seen in the last 12 months a very massive movement of multi-billion-dollar mergers and acquisitions. We saw Chevron Hess, Exxon Pioneer, and we do believe this is a trend here for the short term. We know that oil is a finite commodity, and all the players will secure the best assets to produce them at the lowest cost, but at a greater efficiency. Here, it's all about scale with a lot of efficiency. When we look to Brazil, I think the dynamics are even more evident to the market. When we look here to the Brazilian onshore context, we see here that the onshore assets from PetroRecôncavo and 3R, they are neighbor fields. They use the same infrastructure, so they are basically twins here in this asset, and that's maybe the main thesis of which we believe that this business combination is very evident and synergistic to the market. We do have a view that the market is not properly appreciating the value of 3R and PetroRecôncavo, and there are lots of opportunities here to be captured by these companies. The transaction that we are envisioning here is really a segregation of the onshore and the offshore, in which PetroRecôncavo incorporates the onshore assets, and PetroRecôncavo issues shares to the shareholder of 3R. So in the perspective of the 3R shareholder, for each shareholder that 3R has, each share that the shareholder 3R has, he will have a share in PetroRecôncavo and a share of 3R that will have the offshore assets. We see here really PetroRecôncavo being the candidate for this substantial synergies. We, we do believe here that creating a leader onshore player with almost 80,000 barrels is the path here to create value to shareholders. And, and regarding here, the share ratio, we do, we do see here, well, Kjetil and I, we have spent the last five years looking to onshore and offshore assets, and, and in our view here, we do believe here there is a very fair ratio, 50% PetroRecôncavo and 50% 3R onshore. We will go through this in, in the next slides, why and why we believe that. Well, after this carve-out, 3R listed, will hold the offshore assets of Papa-Terra and Peroá. Well, looking through these figures, we, we really see that it's the same asset, right? We, we go there to Potiguar, the assets are basically twins, they are neighbors. PetroRecôncavo needs to use the infrastructure that 3R holds. In Bahia, very similar, those assets are neighbor and have a very strong synergy between them. The creation of this onshore entity will really be a very large Latin American peer, having almost 600 million barrels of 2P reserves, combined production for 2024 of 80,000 barrels, and a bit of $1.1 billion pre-synergies. We do believe that there is the integration of the critical infrastructure, including the terminal, the refinery, and the gas processing plant. This is evident, so there, there's no need here for substantial investments. The companies would not have any bottlenecks. This is something that creates and unlocks a lot of value. And of course, the combined operation increases a lot of production, a lot of scale, a lot of costs. I know that lots of the questions here will be related to the synergies. We will explain it in two slides below. Another evident synergy is also a better utilization of the risks. You can create a window of rigs being more efficient, so you can avoid idle idleness of those rigs. And of course, these companies will show to the market a boosted balance sheet. I think those two companies will have not only the scale, not only the size, not only the efficiency, but a much more favorable leverage ratios in terms of net debt EBITDA, in terms of gross debt to NAV. Finally, resulting in better ratings and in better debt costs. So we strongly convinced that is the natural path to create shareholder value here, the combination of the onshore business. Talking here about the combined portfolio, we are really talking here of a company of almost $2 billion of revenues, and a EBITDA of $1.1 billion, 1P reserves of 458 million barrels, 2P reserves of 600. The current production of December, around 57,000 barrels. Production for 2024, above 84,000 barrels, and for 2025, we really reach this 100,000 barrels. And also moving to this leverage ratio, much more favorable to the companies. It will create the second largest independent player in Brazil, after PetroRio, that made a fantastic job in its execution, and basically the large independent company in the onshore in Latin America. I think also an evident point here to address is also that the increased liquidity those two companies will have in the market. Those two companies will have almost. If we do here a turnover, 2.2% of the free float, almost $40 million of trading, daily trading volume, and if we have a step up on that, we increase even further. One of the most important elements here, of why also why this combination, we do see here attributes that justify that this onshore entity should have a strong premium over its peers. Why that? First, these companies will have a diversified production from several wells, that this creates some stability. Those assets have high qual- sorry. We have a light and high quality oil. They will have a full verticalized business model, not depending on third parties to deliver business plans, no bottlenecks, no additional infrastructure investments, massive potential synergies here to reduce the lifting costs. We are here in a very friendly jurisdiction when we talk about royalties. We have here royalties onshore, almost below 10%, which is a very strong and resilient ratio when compared to other countries. We will have together an improvement in oil trading as we combine the productions, mainly in Potiguar, larger volumes will lead to better discounts on the price. A very good experience seen in this industry, that both companies have shown to the market, an efficiency here in assuming the operations from Petrobras. We also have here our SUDENE benefits, that result in almost 75% in reduction in income tax rates. And of course, as I mentioned, the last slide, is trading liquidity. So when we add up this diversified production, good environment for royalties, low lifting costs, the SUDENE benefits and better oil trading, we do believe here that this company will have really the higher free cash flow per barrel, that in our opinion, should justify even a premium to its peers. I think those two combined companies will really present to the market not only a better operation, a better balance sheet, but also, today, I think we, we are all looking to cash flow generation. So this really to creates a company, obsessed, let me say this way, in cash flow streams to the shareholder. Maybe I already answered here one of these questions. We, we really see here today, as we mentioned, a 50/50 onshore PetroRecôncavo, so $1.2 billion each, which lead to a combined equity value of $2.4 billion. And we strongly believe here, an upside here of, of almost doubling the company, the market cap, on a conservative approach, mainly comprised by two elements: the re-rating of the shares. If we look here today, those two companies combined are trading below $6 to $7 per barrel 2P, and a discount can be of almost 60%. If we look to some peers here, this, this really should have a re-rating. And, and maybe wasting a little bit, sometimes in synergies, we, we, we do have a view that the company has basically four elements of synergies. The first one, I think the most evident, when we look to the lifting costs of 3R, we will have a combined lifting cost for the onshore, almost $18. When we look here to PetroRecôncavo, we are currently operating at $13 on an average year compared the last quarter. I think Maha had a very good experience when they sold their onshore assets to PetroRecôncavo. And Maha was operating those assets on a very low cost. If we look to the last balance sheets, when Maha still had the production, these assets were being operated at sometimes even $4 or $5 per barrel. So we do believe that this combined company, reaching here, the $13 that PetroRecôncavo operates, is something that is really conservative. We do believe that this $13 per barrel, I think it's even conservative. The company should be pushing to operate it below $10. This was even what Petrobras operated when operating those assets. So we do believe that moving here from $18-$13 per barrel is something that makes a lot of sense. I think there is a second element that is also very interesting here, is really the PetroRecôncavo will not need here. We will avoid here substantial investments in infrastructures, mainly gas processing plants. So this will also create here also a relevant buffer for those synergies. And the third point, when we look here to the CapEx, I think all the industry here suffered a lot about this price increase on the CapEx. And we do believe here that having an efficient CapEx profile on not having rigs idle, this will also create here a very relevant synergies involved. And finally, these two companies will have a much better rating, a much better, leverage ratios, and this would also take those companies to have a much lower financing costs. So when we hear today, some of the peers in the oil industry having, mid, mid-single digits, and, and we look to the current cost of that of high single digits, we do see here also a very relevant, also synergy in terms of financing costs. So when we add up this migration to low listing costs, reduction in financing costs, we have, o f course, here, let's remember that effective tax rate is not 34%, as we have this, the benefit, this, the effective tax rate, it's much smaller. The avoidance of having new infrastructures and the optimization of CapEx will lead here to this $1.038 billion, which we are here very, I think, happy here to see to hear the market, but we are really, really confident here in this value. Maybe I could only add, Please, Kjetil. That, I think in my 30 years as leading person in within the oil and gas sector, especially in Norway, I've never seen a more obvious case for taking out synergies. So I think there will be obvious and low-hanging fruits to take out significant synergies from day one. But I also think that in the long term, this makes so much more sense for the very brilliant management that will be able to have the lease in the combined two companies, to focus on creating more values. There will be more wells, more tiebacks, more barrels to produce at a much lower cost than you would have otherwise. And now they can really focus just on that, instead of focusing on, you know, discussing in between themselves. I think, I think it's a tremendous case, and I've never seen anything like it before. No, I fully agree, Kjetil. Thank you very much. And I think here, everybody would, should, when we look here to the fantastic job that PetroRio did, right? It really moved to a lifting cost of high teens to below single to single digits. So I think here the case is similar, like, I heard some of the market saying the PetroRio of the onshore, right? So we should also be here looking at this cost per barrel should really go below $10. I think if we, if you look everywhere in the world, of course, Saudi Arabia is not an example, but that they produce it $1-$2 per barrel, but this company should really be having lifting costs below $10. I think this operational synergies will push to this range. Kjetil, do you have any comment here? Yes, right. I really want to talk a little about the offshore, Kjetil. Yeah, we can. I mean, we really, we really also always liked the offshore part of this business. And I think the only reason for us in the first place as DBO, we entered into this with 3R offshore, was to see that, you know, that also has a very interesting future. We are super enthusiastic about both the fields that are in the offshore portfolio, Papa-Terra and Peroá, and I strongly believe that it needs a separate focus. I think that, you know, pursuing, like in the onshore business, we are pursuing 20 barrels, 40 barrels, 100 barrels per day, and in workovers and in continuous efforts to get efficiency. And the sum of all these wells makes a very interesting business. In Papa-Terra and Peroá, it's very different. There you are really focused on four new wells in Papa-Terra, new workover workovers in Peroá to each one of these workovers will significantly increase the production. So in those kind of assets, you spend more time in planning, and I think it's, it is a challenge, and I think they have done well, but I think it is a challenge to plan both for onshore and for offshore at the same time. Because naturally, you need more time to plan for the offshore assets and to make sure that you don't get any hiccups because you have a drilling. If you let the drilling rig wait a week or two, it costs you $1 million per day. So that you cannot do. And I think in the onshore, you move the rig to another place, and you don't really spend any money as such. So I'm very comfortable with the opportunities we see in Papa-Terra. I think my experience, I was, the head of Equinor when we developed the Peregrino field. Very similar reservoir as we have in Papa-Terra. I think, the Papa-Terra is slightly better, the oil is slightly lighter, but still now we only have recuperated about 2.7% of the resources in Papa-Terra. And the ambition is kind of, with the current plans of 2P reserves, less than 10%. I think we in Peregrino, had the goal of 17%-18% recovery factor, and I believe that Papa-Terra should be able to do even better. So I think there is a lot of unlocked potential in Papa-Terra. There are several more targets to be produced, and so I look forward to see even more resources and reserves coming out of that. We need to plan it well, as I said, and I'm very confident that we can build an organization for the offshore assets that can deliver very, very good results over time. I also think there is additional potential in Peroá, which we have been working a bit on, and we look forward to continue that work in the new organization. I think just to add here, one important element of Papa-Terra is that we are offshore. We're very impressed with the production rates. We are very confident that this trend keeps on. And this asset is an only infrastructure. So this also allows the company to have much lower lifting costs than when we, when we compare to the offshore enterprise, they have daily rates. So this, this, the fact that all the infrastructure is owned by the company, also provides here a very good downside protection to oil prices. Maybe moving here to this last slide, really here see very agile next steps. Really want here to work with the, with the board. We are here to, to move forward in, in this path, to really agree still in this first quarter, in some share ratios and finalize negotiation execution by the second quarter. Of course, this also has approval from authorities, from creditors, but we do believe that the second quarter should be a very important milestone here for those two companies. And we see here a very beautiful story to be built on, maybe the largest onshore player in Latin America. But with that said, thank you very much for having your time here. Thank you very much, and we will open here to some questions. Thank you for the presentation. We are receiving a lot of questions here. I'll start with a question that asks: How do you expect PetroRecôncavo reference shareholders to receive the proposal? Have you had a chance to talk with them about this before? Good question. As we said, we do believe that this proposal is very aligned with what PetroRecôncavo philosophically believes. I think PetroRecôncavo is a company that was conceived in the onshore business. So I think this segregation of the onshore and the offshore creates this pure play of onshore, something that PetroRecôncavo was always focused. We are very convinced that, of course, this is a deal where there are lots of moving parts, but we're very convinced that we will have a strong support from both shareholders of both companies. Sorry, just all the shareholders of both companies. Thank you. Next one is: How much of 3R debt and cash will be transferred to PetroRecôncavo? Perfect. I think in this transaction, all the upstream assets of the onshore, including the midstream and downstream, would be transferred to PetroRecôncavo, and the gross debt of 3R related to the onshore would also be transferred to PetroRecôncavo. These totals amount, the gross debt that will be moving to PetroRecôncavo is $1.4 billion according to the third quarters. Great. Next one is: What is the strategy for offshore? Would you consider an M&A deal also? Excellent. I think we do see here the market not receiving the value of the offshore assets of 3R. I think the last year was a very important year in which 3R assumed the operations, with the assets really started showing its potential. I think when we talk about the onshore, I think it's really clear here, this consolidation of PetroRecôncavo and 3R onshore. For the offshore, I like to say that this movement is also very evident because we have lots of single companies with single assets on the offshore basins. That could also create here consolidation movement. Remember that the offshore, we also have the market always likes to use the example of PetroRio, but PetroRio really made a remarkable transaction when they merged over with the Tubarão M artelo assets. So we could see there the magnitude of synergies also in the offshore. You're talking about logistics, you're talking about supply vessels. So I think here there is a movement for consolidation on the offshore. I think the market really wants to see companies with scale. So I think there is also a nice trend here, in my opinion, on the offshore. We really see here very good companies with good assets and that could really make part of this second here elements here of 3R today, that is the offshore. That I don't need to come through? No, no, I think, I think it goes without saying, obviously, there are, good candidates for doing consolidation in offshore. But I think if we now get the strong support, as we hope and expect from the shareholders of both PetroRio and 3R, the focus will be, of course, to make sure that we do first, the, the onshore and PetroRio business combination. And then, of course, as soon as we see that is on a good path, we can start working also on the others. But I think now it's really about getting the support from the two companies' shareholders and, and start executing on what we are today, looking forward, and then we have plenty of time to, to also look into the others. Perfect. In the letter, you highlighted the quality of the company's teams. Do you consider promoting the swap of some crucial people between both companies after the consolidation? I think the concept here of this transaction is really, and I think in our Nordic experience, we liked a lot about onshore is one thing, offshore is the other thing, right? So it's like, almost like, salmon sashimi and grilled salmon. Like, it's completely different here. The kind of investment, the kind of knowledge, even though everything is oil. So we do see here that offshore has a lot of fantastic team that we're very keen here on this asset. And on the onshore, the same thing, I think. This combined company will have a fantastic workforce, maybe separated now, but I think the workforce of the company is something that is really something fantastic. I think a lot of these things will be done quite quickly in the transition period, where, of course, we'll make sure that I think there's a lot of very good people, and the business always, you know, the people at the end of the day, who's doing this on a daily basis. I think I want to underline one thing, and that is like the operation onshore, I think to the degree that I think might be listening to this outside of the financial community, I think that it's obvious that the operational people will mainly be kept, and they will continue to work hard, day and night, to secure safe operations and to execute on the plans they have. And that will not change very much. I think what will happen is probably that there will be even more focus and more activity going on the operations as a result of this merger, because you have a stronger entity. And then, of course, on the very top level management and so on, there are considerations that has to be done, and that will be done in this transition period. And I think that's all we can say right now. I think we apologize if we will not be able to answer all the questions, 'cause we're trying here to consolidate the main topics, but we will try here to make our best efforts to cover mainly the main topics here. Sorry for not being able to answer everything. Next question is: What is the plan for Maha stake in 3R Offshore? I think, I think this is a very good question. I think, I think Maha today has assets in other countries. And after the spin-off, segregation of this company, if we see... I think this is not. It's not related to this deal, but if in the future we perceive that it makes sense to roll up, to merge, and if the market desires that, I think it makes sense. But of course, here, us, Maha, will not be able to decide the relative valuation. But I think for the medium term, I think this could also be enhanceable to the shareholders, but it is something to think for the next year. Just going back to the debt, it was not clear for some in the call that should, the question is, the debt should go in, if in, into the new company. The company currently has $1.4 billion of net debt. You mean gross or net debt? Fair enough. So to be very clear, 3R today has $207 million of cash. This is kept in 3R on the offshore. The debt, the gross debt, $1.4 billion related to the onshore, will be transferred to this new company. There are still some debt that are from the offshore, mainly contingent payments, so these remains with offshore. So maybe consolidating the numbers. Today, 3R has around $1.4 billion net debt, gross debt $1.6 billion. From this $1.6 billion, roughly $1.4 billion goes to the new company, $200 million remains with the offshore, and the cash remains on the offshore. I think it's clear here, right? Sorry for not making it clear in the last question. We are trying here just to combine some four or five questions in one. Do you expect to have board seats in the PetroRecôncavo? Maha wants to keep focused in the offshore. Talking here about Maha, we really want to create this platform here offshore, so we will be more focused in this area of the company. But in PetroRecôncavo, I mean, we have never had any thoughts on having board seat in PetroRecôncavo. I think our focus is we are getting in, into our focus have been to take a position in 3R. We know the assets, we know the company, we've been founding the company. So we know the assets very well, and we believe that this transaction makes a lot of sense. And I think our job is to the degree that the shareholders support our entry, that we would very much like to go in and make sure that this happens, and we realize all this potential that we see in doing this transaction. So that will be our focus. So we will be very loyal to our idea, and also, of course, very loyal to 3R shareholders. Next question is, what does the road look like ahead for Maha if this merger goes forward? I think Maha is a company that is listed in Sweden, and the objective here really is putting Maha as a strategic shareholder in this company. And, of course, it's already an oil and gas company, so it's really here thinking in the long term profile. So, really, Maha wants to become here the reference shareholder of this new story. So I think this would be the main role, for if this moves forward. I think with that said, we're fully available here and be very keen to talk to the market, and very keen here to—I think maybe we answered all the questions in the synergy, but we consolidated maybe 40 questions of the synergies, but we are more than available to discuss the synergies with the sell side, with the market. We are really confident that this transaction is a fantastic transaction here to the market, to the shareholders. It will enhance a lot of value to the shareholders, and we are very confident here with the alignment of shareholders of both companies. With that said, thank you very much here for the call, and we're fully available here for next steps. The presentation will be available in Maha's website. Thank you very much, everybody. Bye-bye.
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