PROPOSED BUSINESS COMBINATION: Williston Basin Assets from QEP Resources
ESTIMATED CURRENT FUNDS in TRUST: $564.6 Million
CURRENT PER SHARE REDEMPTION PRICE: $10.23*
ENTERPRISE VALUE: $1.517 Billion
*SPACInsider estimate a/o 4-16-19
Vantage Energy proposes to acquire the entirety of QEP’s Williston Basin assets in North Dakota and Montana, which includes the South Antelope and Fort Berthold leasehold and various mineral interests, for $1.65 billion cash consideration, prior to post-effective date adjustments, and up to 5.8 million shares of Vantage common stock if certain stock price targets are achieved. Upon closing the transaction, Vantage Energy Acquisition Corp. will change its name to Vantage Energy Inc.
The formation of Vantage creates a large-scale, pure-play Williston Basin operator with strong free cash flow and low-risk growth opportunities. The acquired assets consist of more than 100,000 net acres and are currently producing at the rate of 46,000 barrels of oil equivalent (“Boe”) per day.
- High margin, oil-weighted assets in the core of the Bakken, a world-class resource play
- Highly differentiated return of capital story with initial proposed annual dividend of $0.25 per share
- Approximately 46,000 Boe per day of current estimated production in 2H 2018 (67% oil, 83% liquids)
- 102,800 net acres with an 81% and 79% net revenue interest at South Antelope and Fort Berthold, respectively
- Highly predictable and consistent geology across the position, leading to low-risk, high-return inventory of growth-oriented projects
- Estimated 2019 EBITDA of $427 million and approximately $629 million of estimated 2H 2018-2020 free cash flow after capital investment
- Peer leading 21% free cash flow yield. Modest leverage (<1.5x 2018 estimated EBITDA) and more than $600 million of initial liquidity at closing
- July 1, 2018 effective date, with approximately $322 million projected post-effective date free cash flow resulting in a closing purchase price of $1.39 billion
- $1.3 billion of committed debt financing, including a credit facility with a $900 million initial borrowing base and $400 million in bridge loans, which are expected to be replaced by an offering of Senior Notes prior to closing
- Citigroup and Goldman Sachs & Co. LLC served as financial advisors.
- Citigroup, BMO Capital Markets and Goldman Sachs & Co. LLC provided committed financings in support of the acquisition.
- Vinson & Elkins LLP provided legal counsel to Vantage.
- BMO Capital Markets served as financial advisor to QEP.
- Latham & Watkins LLP provided legal counsel to QEP.
VANTAGE ENERGY MANAGEMENT & BOARD
Roger J. Biemans, 56
CEO and Director
Mr. Biemans was most recently Chairman and CEO of Vantage Energy LLC, a private company he founded in 2006, before selling to Rice Energy Inc. in a $2.7 billion transaction in October 2016. Prior to forming Vantage Energy, he was President of EnCana Oil & Gas (USA) Inc., where he led EnCana Corp’s USA growth platform from 2000 through 2006, and from 1996 through 2000, served as Vice-President & Team Lead for AEC Oil & Gas (EnCana Corp) in Alberta, Canada. Mr. Biemans holds a BSc in Mechanical Engineering from the University of Calgary.
Jill W. Lampert, 51
Ms. Lampert serves as Chief Financial and Administrative Officer of NGP, which she joined in 2007. At NGP, Ms. Lampert oversees financial reporting, tax, accounting oversight as well as all other administrative functions including technology, marketing, human resources and support operations. She is a member of NGP’s Executive Committee and Investment Committee. Ms. Lampert served as Chief Financial Officer and Founding Member of NGP Midstream and Resources from 2007 to 2010, where she was responsible for managing the complexities presented by global investments, including legal documentation, tax planning, investor communication, financial reporting and accounting oversight. Prior to NGP, Ms. Lampert held other financial, accounting and operational roles after beginning her career at Arthur Andersen. Ms. Lampert is a Certified Public Accountant and earned her B.B.A. in Accounting in 1988 from The University of Texas at Austin.
Carey Peters, 40
Chief Accounting Officer
Ms. Peters is also currently the Fund Controller for NGP. Ms. Peters joined NGP in 2007. Prior to joining NGP, Ms. Peters was a Senior Accountant for Burlington Resources Inc., a former oil and gas company which was acquired by ConocoPhillips in 2006. Ms. Peters is a Certified Public Accountant and received her B.S. in Accounting and M.S. in Management Information Systems in 2000 from Texas A&M University.
Jeffrey A. Zlotky, 56
Mr. Zlotky serves as Partner and General Counsel of the NGP Funds. Prior to joining NGP in 2015, Mr. Zlotky spent his entire professional career with the global law firm of Thompson & Knight LLP, where he was a partner in their Corporate and Securities practice group, with an emphasis on energy finance and private equity. During his tenure, Mr. Zlotky served in a variety of increasing management positions, including as its global Managing Partner from 2009 to 2012 and as a member of the board of directors of the Thompson & Knight Foundation. He has been a Director of Petrus Resources Ltd., an energy company active in property exploitation, strategic acquisitions and risk-managed exploration in western Canada, since December 29, 2015. Mr. Zlotky attended Princeton University, from which he graduated magna cum laude, and The University of Texas School of Law, from which he graduated with honors and served as an Associate Editor of the Texas Law Review.
Board of Directors
Scott A. Gieselman, 53
Mr. Gieselman has served as a Partner for NGP since April 2007. Prior to joining NGP, Mr. Gieselman worked in various positions in the investment banking energy group of Goldman, Sachs & Co., where he became a partner in 2002. He has been a Director of WildHorse Resources II, LLC, a private independent energy company, and WildHorse Resource Development Corporation, a Houston-based independent oil and natural gas company, since September 2016. Mr. Gieselman has served as a member of the board of directors of Rice Energy, Inc. since January 2014 and was a member of the board of directors of Memorial Resource Development Corp. from its formation until it was acquired by Range Resources Corporation in September 2016. In addition, Mr. Gieselman served as a member of the board of directors of Memorial Production Partners GP LLC from December 2011 until March 2016. Mr. Gieselman received a B.S. in 1985 and an M.B.A. in 1988 from Boston College.
Craig S. Glick, 57
Mr. Glick joined NGP in 2006 and serves as Partner of the NGP Funds and sits on the Firm’s Executive Committee. Previously, Mr. Glick served as Managing Director and General Counsel for NGP Midstream & Resources from 2006 to 2008. He was a founding partner of Kosmos Energy Holdings and served as Senior Vice President, General Counsel and Corporate Secretary from 2003 to 2006. His previous tenures also include Hunt Resources and Hunt Oil Company (1999 to 2003), Gulf Canada Resources, Limited (1994 to 1999), and Torch Energy Advisors (1994). Mr. Glick was a Partner in the law firm of Vinson & Elkins from 1985 to 1994 and has been a director of four publicly-traded companies; Northern Blizzard Resources, Inc., Parallel Energy Trust, Westside Energy, Inc. and Gulf Indonesia Resources. Mr. Glick received a B.A. in Political Science, cum laude, in 1982 from Tulane University and earned a J.D. in 1985 from the University of Texas School of Law, where he was a member of the Texas Law Review.
Justin A. Gannon, 67
Since September 2013, Mr. Gannon has acted as an independent consultant, private investor and professional corporate director. From February 2003 through August 2013, Mr. Gannon served in various roles at Grant Thornton LLP, an independent audit, tax and advisory firm, including as National Leader of Merger and Acquisition Development from June 2011 through August 2013, Central Region Managing Partner from January 2010 through June 2011, Office Managing Partner in Houston, Texas from May 2007 through June 2011 and Office Managing Partner in Kansas City, Missouri from August 2004 to May 2007. From 1971 through 2002, Mr. Gannon worked at Arthur Andersen LLP, including as an Audit Partner for 21 years. Mr. Gannon has served as Chairman of the Audit Committee and member of the Compensation Committee of California Resources Corporation, a company engaged in oil and gas exploration and development, since December 2014. Mr. Gannon has also served as a Director, Chairman of the Audit Committee and Member of the Conflicts Committee of the general partner of CrossAmerica Partners LP, a publicly-traded master limited partnership engaged in motor fuels distribution, since October 2014. He is a former chairman of the Board of Directors of American Red Cross chapters in the Tulsa, Oklahoma and San Antonio, Texas areas. Mr. Gannon received a Bachelor of Science degree in Accounting from Loyola Marymount University and is a Certified Public Account in Texas (active) and California (inactive).
William K. White
Mr. White has been an independent member of the Board of Directors of Resolute Energy Corporation, an independent oil and gas entity (“Resolute”), since May 2014. As a Resolute Director, he chairs the Audit Committee and is a member of the Compensation and Governance Committees. From October 2006 to October 2015, Mr. White served as an independent member of the Board of Directors of the General Partner of Eagle Rock Energy Partners, L.P. During that time, Mr. White chaired the Audit Committee and was a member of the Compensation and Conflicts Committees. From December 2012 to 2014, Mr. White joined the Board of Directors of NGP Capital Resource Company as an independent Director where he also served on the Compensation, Audit, Conflicts and Nominating and Governance Committees. From July 2008 through December 2008, Mr. White served as an independent Director, Audit Committee Chairman and member of the Compensation Committee of CRC-Evans International, Inc. From May 2005 to September 2007, he served as an independent Director and member of the Audit and Compensation Committees of the Board of Directors of Teton Energy Corporation, an independent oil and gas entity. From September 1996 to November 2002, Mr. White was Vice President, Finance and Administration and Chief Financial Officer of Pure Resources, Inc., an independent oil and gas producer. Mr. White received a Bachelor of Science degree in Business Administration with an emphasis in Accounting and Psychology from The Defiance College.
Timothy Carey, 74
Mr. Carey has acted as an independent consultant, private investor and corporate director of numerous private companies in the oil and gas production and oilfield services business since 2010. From 1981-2010, Mr. Carey served in various executive positions at CRC-Evans Pipeline Int’l. Inc., a leading energy pipeline construction equipment company, and its predecessor and affiliated companies. In 1992, following Enterra Inc.’s acquisition of CRC-Evans, Mr. Carey was promoted to serve as the president of the downhole services group of Enterra Inc. Following the merger of Enterra and Weatherford International, Mr. Carey was promoted to serve as a Senior Vice President of Weatherford-Enterra Inc. and served in that capacity until 1997 when Mr. Carey and other former CRC-Evans executives led a buy-out of CRC-Evans. Following this 1997 acquisition, Mr. Carey served as President of CRC-Evans and continued in that capacity following the successful sale of the company to a regional utility company in 1999. In 2003, following a series of mergers involving the regional utility owner, Mr. Carey led another successful management buy-out of CRC-Evans from the successor owner. From 2003 to 2010, Mr. Carey served as CEO of CRC-Evans until its successful sale in 2010 to Stanley Black and Decker, following which, Mr. Carey continued to act as an advisor for the acquirer. Mr. Carey has a Chemical Engineering degree from Vanderbilt University and an MBA from Stanford University.
Alan J. Katz, 63
Mr. Katz has served as Chief Technology Officer of ES Xplore LLC, an oil and gas exploration technology company, since 2016. Prior to ES Xplore’s spin-out from Hunt Consolidated in 2016, Mr. Katz served as Senior Vice President of Hunt Energy Enterprises from 2009 to 2016. Prior to that, Mr. Katz served as Managing Director and Chief Technology Officer of WR Hambrecht from 1997 to 2009 and as a Partner in its venture capital Funds. Previously, he was at Texas Instruments from 1988 to 1997, where he was founding director of TI Ventures and managed the Machine Learning Group in the Central Research Laboratory. Prior to Texas Instruments, Mr. Katz worked as a Senior Research Physicist in Exxon’s Upstream Rock Physics group. He has been a director of several private companies, including Decision Economics, Vizu, and Isochron. Mr. Katz received a PhD and an MS in Physics in 1982 and 1978, respectively, from Stanford University and earned a BA in Physics and Mathematics from the University of Chicago in 1976.