India gets in on shale play: Atlas, Reliance form $1.7B Marcellus Shale JV

Source: Atlas Energy

Atlas Energy, Inc. announced its entry into a joint venture transaction with a wholly owned affiliate of Reliance Industries Limited, the largest private sector company in India, pursuant to which Atlas will transfer an interest in its Marcellus Shale position equal to 120,000 net acres in a transaction valued at $1.7 billion. Reliance will pay approximately $340 million in cash upon closing and an additional $1.36 billion in the form of a drilling carry. 

Atlas will serve as the development operator for the joint venture. Reliance will have the option to operate in certain project areas in the coming years outside of Atlas’ core operating areas of Fayette, Greene, Washington, and Westmoreland Counties in southwestern Pennsylvania. 

Pursuant to the agreement, Reliance will acquire a 40% undivided interest in approximately 300,000 net acres (120,000 net to Reliance) of undeveloped leasehold held by Atlas, and Atlas will retain a 60% undivided interest in the acreage. In addition to funding its own 40% of drilling obligations, Reliance has agreed to fund 75% of Atlas’ respective portion of drilling and completion costs until the $1.36 billion drilling carry is fully utilized. Atlas has 5-1/2 years to utilize the drilling carry, subject to a two-year extension under certain conditions. Atlas and Reliance have agreed upon a five-year development plan that calls for the drilling of 45 horizontal Marcellus Shale wells for the joint venture during the remainder of 2010, increasing to 108 wells in 2011, 178 wells in 2012, and 300 wells in 2013 and 2014. 

Atlas will act as the sole leasing agent for the joint venture in the area of mutual interest (“AMI”). In the near future, Atlas and Reliance expect to considerably grow the joint venture’s Marcellus Shale leasehold position within the AMI. Reliance will have the option to acquire a 40% share of such new acreage under terms comparable to those agreed to by Atlas, with each party paying its proportionate share of acquisition costs. In addition, if Atlas decides to sell all or part of the 280,000 additional Appalachian acres currently controlled by it, but excluded from the joint venture and not included in the AMI, Atlas has granted Reliance a right to purchase such acreage at a price of $8,000 per acre. Reliance also receives a right of first offer with respect to potential future sales of this acreage by Atlas at lower prices. This acreage is located predominantly in Mercer, Crawford, and other Pennsylvania counties not currently included in Atlas’ core Marcellus area of southwestern Pennsylvania. 

“We are excited by this opportunity to partner with Reliance, one of the world’s largest vertically integrated energy companies, and one that has demonstrated exceptional capability in all aspects of the energy business. We believe that this joint venture will greatly increase the value of Atlas’ business,” commented Edward E. Cohen, Chairman and Chief Executive Officer of Atlas Energy. “This transaction will enable us to accelerate sharply our development of the Marcellus while further reducing our already low finding and development costs and our capital structure will immediately benefit from reduced leverage and enhanced liquidity. As a result of this joint venture, we anticipate creating a significant number of new, well-paying Pennsylvania jobs. Pennsylvania will also benefit from our strong commitment to the highest environmental and safety standards." 

Reliance Industries Limited, an India-based industrial enterprise, is one of the largest refiners and petrochemical producers in the world. Its recent market capitalization was over $78 billion and Reliance currently produces almost 3 Bcfe per day of oil & gas production from their E&P operations.
The purchase and sale is subject to certain closing conditions, including the consent of participating lenders under Atlas’ senior secured credit facility. The transaction is expected to close in April 2010.

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