By Lukman Abolade, Senior Correspondent, Lagos
A multi-phase proposal by President Bola Ahmed Tinubu’s Policy Advisory committee, anticipates the sell down of NNPC Ltd’s stakes in over 50 acreages in the Niger Delta, to pull in close to $34Billion into the Nigerian treasury over five -six years, “if the transaction is properly and professionally managed”.
This estimated value is for upstream assets only. It “excludes challenging-to-value assets such as refineries, refined products infrastructure, and pipelines”, the committee explains.
The value estimates are based on precedent transaction multiples and the focus is on asset-level deals in Nigeria, according to the report entitled ‘Enabling growth in Nigeria’s Energy & Natural resources sectors: sector challenges and proposed interventions, dated May 2023.
NNPC holds between 55% and 60% in Joint Ventures in assets that deliver over 80% of Nigerian production. The plan is to sell in such a way that NNPC becomes a less than 50% partner in each of those acreages. The state hydrocarbon company’s commercial relationships with its partners in these assets have been fraught over the years; where it is the passive partner, it has struggled to pay its cash calls. And its “senior partnership” status has been the reason, critics argue, for the underperformance of these assets, and the ruinously long contracting cycle, of over four years on average, for projects.
The plan to sell down equity of the NNPC Ltd has been on the table for decades. The agenda has also always included NNPC’s non performing refineries and the company’s suboptimal midstream and downstream infrastructure; including product pipelines, tank farms,
The reasons adduced by the promoters of the sale are to raise funds for country’s national budget, enlist partners to high grade the value of the properties and minimise the corporation’s cash call obligations.
In the last seven years, the plan showed up vigorously in the 2017 and 2018 draft National budget plans championed by Udoma Udo Udoma and Kemi Adeosun, former Ministers of National Planning and Finance respectively, in (former) President Muhamadu Buhari’s First term in office. But the idea never made it to approval, let alone implementation. By the time Buhari arrived for his second term in 2019, the notion had been altogether scuttled. With the benefit of hindsight, if the sale had sailed through at the time, the proceeds would have been swallowed in the large deficit hole ($10.7Billion) “lost annually to PMS subsidy and inefficiencies associated with the purchase, distribution, and sale of PMS”, the Committee says in the report.
In the budget plan for 2020, the then Finance Minister Zainab Ahmed, who had now absorbed the planning portfolio into her schedule, clearly confirmed that the nation’s oil assets were not for sale.
The President Tinubu Policy Advisory Committee’s proposal chose its words carefully to explain the raison d’etre for the sale this time around: “to foster private sector participation, attract foreign direct investment, and promote competition and efficiency within the industry”.
In the view of the Committee, the first steps would involve the establishment of a dedicated team to assess the portfolio of upstream, midstream, and downstream assets held by NNPC.
This team will conduct a thorough valuation exercise and analyse the potential range of considerations for divestment, will also conduct high-level decision analysis to ensure a well-informed approach.
In order to facilitate the divestment process, the Committee advises that in the first 100 days, the new administration should engage external experts, including investment bankers, legal advisors, and financial advisors. The experts would assist in identifying suitable buyers and test transaction principles with key stakeholders.
Additionally, the experts will be responsible for establishing a robust transaction process, determining an appropriate execution timeframe, and assessing market conditions to maximize the value of the divestment.
To attract potential buyers and financiers, the Committee recommends the preparation of an Investment Memorandum (IM) and Management Presentation. These documents will provide detailed insights into the assets available for sale and highlight the potential benefits of investment. Potential bidders will be identified, and non-disclosure agreements (NDAs) will be signed to facilitate the sharing of confidential information.
Once potential buyers are identified, a data room will be set up, and a shortlist of candidates will be selected for due diligence. The Committee advises engaging in bidding and negotiation processes to ensure favourable pricing and contract terms. A Sales and Purchase Agreement (SPA) will be drafted, and upon its signing, preparations for the transfer of operations will begin.
The Committee’s recommendations extend to three distinct phases. In the short term of 18 months ending in December 2024, the Committee proposes the sale of some NNPC stakes in shallow water assets operated by the international oil companies. The estimated value of these initial divestments is up to $4.5Billion.
For the longer term, the Committee proposes sale of some NNPC stakes in the shallow water Joint Venture with Nigerian independents. These divestments for the second phase are projected to reach a total value of up to $12. 9Billion.
In the long term, beyond May 2027, the Committee advises concluding the sale of JV assets planned for divestment or currently undergoing divestment in the Onshore East and West regions. This is projected to be up to $16.4Billion. These upstream sales will therefor total $33.7Billion.
While the committee did not put the estimated value of NNPC owned refineries; its 19 petroleum product depots all over the country and its product pipeline network, there are back- of- the- envelope estimates by analysts that put the value at around $6Billion.
“By reducing NNPC’s stakes, the government aims to increase efficiency and unlock the sector’s potential for sustainable economic development in a country battling multi-dimensional poverty and dwindling income.
“President Tinubu’s Policy Committee believes that the sale of NNPC stakes in the oil and gas sector will contribute significantly to Nigeria’s overall growth and position the country as an attractive investment destination in the global energy landscape”.