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2021 Oil and Gas M&A Outlook: Consolidation Through the Price Cycle

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2021 oil and gas M&A outlook: Consolidation through the price cycle Contents Executive summary 1 COVID-19 undermined market fundamentals in 2020 3 2020 M&A sector by segment 7 Four trends for 2021 13 Toward a brighter future 20 Endnotes 21 Lets talk 23 Methodology Deloitte’s 2021 oil and gas M&A outlook leverages Enverus’s global M&A database, updated on January 6, 2021. The data includes all reported 2020 upstream, oilfield services (OFS), midstream, and downstream transactions valued at more than $10 million, excluding those between related parties and government lease sales and licensing. Sector Deals Deals down YoY Sector Deals 258 deals 433 deals in 2020 in 2019 Deals down 218 B YoY 347 B 258 deals 433 deals in 2020 in 2019 Sector10 argest Deals Global Deals 218 B 2021 oil and gas M&A347 outlook: B Consolidation through the price cycle Upstream Deals down 10 argest Global Deals YoY 7 of 10 258 deals 433 deals Executive summary Midstream 4 deals in the in 2020 in 2019 Upstream USA The spread of COVID-19 greatly affected the oil and gas industry as deals across the sector in 2020, the lowest number in more than Downstream218 B 1 347 B demand for energy declined, compounded by supply uncertainty a decade. Deal value fell below $30 billion in the first half7 of of the10 Midstream 4 deals in the from OPEC+, leading to lower, more volatile commodity prices. year, also the lowest in the decade, but rebounded to almostUSA $170 Revenues and earnings declined substantially, leading to not just billion in the second half. The impact was felt across all segments, a pullback in capital spendingOFS and lower rig count, but also lower with oilfield services (OFS) being hit the hardest. 10 argest Global Deals Downstream 1 mergers and acquisitions (M&A) activity. There were only 205 Upstream Deal count down 50% 28 deals YoY 61 deals Key 2020 takeaways:OFS Upstream Deal value Upstream dealsin 2020 also declineddown 90% significantly, within value2019 and7 ofcount 10 Midstream deals in the down 50% and 40%, respectively,4 year on year. Though there were Sector deals USA several North American all-stock, lowDeal orcount no-premium transactions, 18 B down 50% 19 B There were 258 deals across the sector in 2020, down from 433 YoY that did not28 translate deals intoDeal a broadervalue pickup in 61upstream deals dealmaking. in 2019, with value declining from $347 billion in 2019 to $218 inDownstream 2020 1 in 2019 There were 138 deals worthdown $7090% billion in 2020, compared with 238 billion in 2020. Sector Deals Upstream deals worth $134 billion in 2019. 18 B 19 B OFS Deal value Deals down Sector Deals is down Sector Deals YoY 50% Deal count is 258 dealsUpstream 433 deals 138 deals Deal downcount 40% 238 deals in 2020 in 2019 in 2020 down 50%YoY in 2019 Deals down 28 deals YoY 61 deals YoY Deal value Deals down in 2020 downDeal 90% value in 2019 258 deals YoY433 deals is down in 2020 218 B in 2019 347 B 50% 258 deals 433 deals 70 B Deal count is 134 B in 2020 in 2019 138 deals down 40% 238 deals Global deals 18in B 2020 YoY 19 Bin 2019 218 B 347 B Of the 10 largest deals globally, five were in upstream, four were Midstream Midstream proved more resilient, with PipeChina’s $55.5 billion in midstream,218 and B one wasMidstream in downstream.347 B Seven of the 10 were 10 argest Global Deals acquisition of Sinopec’s70 B and PetroChina’s assets offsetting134 B lower deal in the United States. Upstream 10 argest Global Deals count. Midstream deal count halved year on year, but value was up Upstream more than 30%. There were 42 midstreamDeal count deals worth $106 billion Deal value 42 deals halved 81 deals 10 argest Global Deals Upstream Midstream in 2020, compared with 81 dealsis down worthYoY $79 billion in 2019. in 2020 Value50% up in 2019 7 of 10 Deal count is 138 deals more than down 40% 238 deals Midstream 4 7 of 10 deals in the 30% Upstream in 2020 YoY in 2019 Midstream deals in the USA 4 Deal count USA 106 B 79 B 42 deals halved 81 deals 7 of 10 YoY Downstream 1 in70 2020 B Value up in 2019134 B DownstreamMidstream1 4 deals in the more than Downstream USA 30% 106 B 79 B OFS OFSOFS Downstream Midstream1 OFS was hit the hardest, with deal value and count down 90% Downstream and 50%, respectively, year on year. There were only 28 deals Value dropped Downstream value50 deals declined yearmore thanon year, partially offset53 deals by a worth $1.8 billion in 2020,Downstream comparedDeal count with 61 deals worth $19 60% YoY down 50% Deal count Deal count single large transaction:in 2020 Marathon Petroleum’sFlat deal $21 billionin 2019 sale of 28 deals YoY 61 dealsdown 50% halved OFS billion in 2019. Deal value YoY 42 deals 81 deals in 2020 down28 90%deals Deal valuein 2019 61 deals its Speedway retail business to 7-Eleven.YoY Middlecount Eastern NOCs in 2020 in 2019 in 2020 Value up deal in 2019 down 90% investment slowed substantially in Asian markets in 2020, and the moreValue than dropped 40 B 115 B 30%more than Deal count absence of Middle50 deals Eastern-initiated megadeals like 53Saudi deals Aramco’s 18 B 19 B 60% YoY down 50% 2019 acquisitionin 2020of Sabic for $69.9 billion was a largein blow2019 to deal 18 B YoY 19 B 106 B Flat deal 79 B 28 deals Deal value 61 deals count in 2020 down 90% in 2019 value. While deal count was flat, value dropped by more than 60% deal Upstream year on year. There were 50 downstream deals worth $40 billion in 40 B 115 B Downstream 2020, compared with 53 deals worth $115 billion in 2019. Upstream 18 B Deal value 19 B is down 50% Deal count is 138 deals down 40%Deal value238 deals is down in 2020 YoY in 2019 Value dropped 50% Upstream Deal count is 50 deals more than 53 deals 138 deals down 40% 238 deals 60% YoY YoY in 2020 Flat deal in 2019 70 B in 2020 134 B in 2019 Deal value count is down deal 50% Deal count is 40 B 115 B 138 deals 70 B 238 deals 134 B Midstream down 40% 1 in 2020 YoY in 2019 Deal count Midstream 70 B 134 B halved 81 deals 42 deals YoY in 2020 Value up in 2019 more than 30% Deal count Midstream 106 B 79 B halved 81 deals 42 deals YoY in 2020 Value up in 2019 more than 30% Downstream Deal count 106 B halved 81 deals 79 B 42 deals YoY in 2020 Value up in 2019 Value droppedmore than 50 deals more than30% 53 deals 60% YoY in 2020 Flat deal in 2019 Downstream 106 B 79 B count deal 40 B 115 B Value dropped Downstream 50 deals more than 53 deals 60% YoY in 2020 Flat deal in 2019 count deal Value dropped 50 deals 40 Bmore than 53 deals 115 B 60% YoY in 2020 Flat deal in 2019 count deal 40 B 115 B 2021 oil and gas M&A outlook: Consolidation through the price cycle Four trends shaping dealmaking in 2021: Continued consolidation All-stock deals in the Permian 1 across the sector 3 and beyond The industry likely needs to hit the reset 2020 saw several high-profile, all-stock, button. The more than 100 upstream and low-premium upstream deals, many of which OFS bankruptcies in 2020 can help reduce focused on the Permian. This trend will likely the significant debt overhang weighing on continue into 2021 as companies try to get dealmaking and increase the number of asset deals across the finish line while balancing packages on the market at attractive prices. commodity price risks and wide valuation Based on current oil prices, bankruptcies spreads between buyers and sellers. Higher will likely remain elevated, helping the prices could boost larger-scale consolidation industry to discharge excess debt. However, outside the Permian in plays like the Eagle many companies are still overspending, Ford, but it remains early days. That trend overleveraged, and often overextended. could also start moving into the midstream Consolidation to achieve economies of scale and downstream as companies grapple can drive costs down so they can operate with long-term uncertainties around energy within their cash flows, as access to outside demand. Dealmaking has been sluggish capital has dried up for many—otherwise, in recent years, but that should change as the sector may find itself in the same position companies reposition themselves for an during the next economic shock. uncertain future post–COVID-19 and potentially take advantage of countercyclical investment opportunities. Increase in nontraditional capital sources 2 The energy transition New sources of capital are needed, or the 4 accelerates industry may need to rethink how it finances both organic and inorganic growth. Since Despite the pandemic, the energy transition 2016, equity issuance, IPOs, venture capital, continues to accelerate, with several companies and private equity investments have dropped making high-profile low-carbon target to almost zero—replaced often with debt. Oil announcements in 2020. As environmental, and gas sector debt issuance has continued social, and governance (ESG) investing grows to rise, spiking to more than $240 billion in and renewable generation expands, oil and gas 2020, $98 billion of which was in the second companies are expected to face more scrutiny quarter alone.
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