SHELF DRILLING PRESENTATION - DNB CONFERENCE | OSLO MARCH 2019
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Disclaimer This presentation (the "Presentation") has been prepared by Shelf Drilling, Ltd. ("Shelf Drilling" or the "Company") exclusively for information purposes and may not be reproduced or redistributed, in whole or in part, to any other person. The Presentation is being made only to, and is only directed at, persons to whom such presentation may lawfully be communicated (’relevant persons’). Any person who is not a relevant person should not act or rely on the Presentation or any of its contents. The Presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire securities in the Company. The release, publication or distribution of the Presentation in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which this Presentation is released, published or distributed should inform themselves about, and observe, such restrictions. The Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in the Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its shareholders or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in the Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results. The Company uses certain financial information calculated on a basis other than in accordance with accounting principles generally accepted in the United States (“GAAP”), including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, as supplemental financial measures in this presentation. These non-GAAP financial measures are provided as additional insight into the Company’s ongoing financial performance and to enhance the user’s overall understanding of the Company’s financial results and the potential impact of any corporate development activities. The Presentation contains information obtained from third parties. You are advised that such third party information has not been prepared specifically for inclusion in the Presentation and the Company has not undertaken any independent investigation to confirm the accuracy or completeness of such information. An investment in the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in the Presentation, including, among others, the risk factors described in the Company’s Form 10-k equivalent for the period ended 31 December 2018 and the Company's prospectus dated 12 June 2018. Should any risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Presentation. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or any of its shareholders or subsidiary undertakings or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of the Presentation. By attending or receiving the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business. The Presentation speaks as of March 5, 2019. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Mar 2019 | 2
Shelf Drilling is the Market Leader in Core Jack-up Regions Global Jack-up Activity vs. Shelf Drilling's Geographical Fleet Distribution COMPANY OVERVIEW • International “pure-play” jack-up drilling Shelf’s fleet company with 38 ILC jack-up rigs increased from 6 in Shelf’s fleet increased from 4 2012 to 9 in 2017 • Fit-for-purpose operations with sole in 2012 to 10 in 2018 in the focus on shallow water Arabian Gulf1 #1 position in • Headquarters centrally located in Dubai #1 Thailand • Top tier safety and operational #1 performance #1 #4 • Industry leading cost structure Significant recent increase in tendering • Robust full cycle financial results activity Operating in the most active and promising markets Color represents jack-up activity level High Medium Low Number (#) represents Shelf Drilling’s operating position Mar 2019 | 3
Robust Operational Platform and Low Cost Structure Average Fleet Uptime Track Record Operational excellence made 100% 98.9% 98.5% 98.6% 98.7% 98.8% 98.7% possible through 95% Skilled workforce with extensive 90% 1 experience in the areas where we work 85% 80% “Hand-picked” shore based 2013 2014 2015 2016 2017 2018 2 management team Safety Track Record (TRIR1) Shelf Drilling Global IADC Average 1.0 Average 20 years experience for 0.8 0.81 0.75 0.68 3 offshore supervisors 0.6 0.6 0.54 0.69 0.46 0.4 0.48 High national content – 0.2 0.25 0.25 4 85% across the fleet 0.22 0.23 0.0 2013 2014 2015 2016 2017 2018 Source: International Association of Drilling Contractors (IADC) as of December 2018 Note (1): Total recordable incident rate (incidents per 200,000 man-hours) Mar 2019 | 4
Proven Track Record of Securing Contracts and Building Backlog •Backlog Quality and Diversity1 •Fleet Status Summary Contracted Available Total2 % Cont. MENAM 14 3 17 82% India 7 1 8 88% West Africa 5 - 5 100% SE Asia 2 - 2 100% Other - 1 1 0% Other Total 28 5 33 85% 4% NOC 41% IOC •Total Backlog3 – $935 million (As of 31 December 2018) 55% India 7% West Africa 8% MENAM • 96% of backlog with NOCs and IOCs SEA 47% • 28 contracted rigs with on average ~1.2 years of remaining 38% contract term Note (1): Customer logos include current and prior customers Note (2): Total excludes 6 stacked rigs (5 jack-ups and 1 swamp barge). Note (3): Total backlog as of December 31, 2018, consistent with the reporting period. Mar 2019 | 5
Resilient Full-Cycle Financial Results and Cash Flow Generation Revenue & Adjusted EBITDA Unlevered Discretionary Free Cash Flow1 US$ million % Margin US$ million % Margin 1,400 1,310 50% 350 35% 1,169 300 30% 42% 1,120 41% 1,030 44% 40% 250 25% 40% 840 38% 684 200 20% 36% 35% 537 572 613 560 32% 150 15% 467 371 290 100 10% 280 228 218 26% 50 5% 0 20% 0 0% 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Revenue Adjusted EBITDA Margin Adjusted Free Cash Flow Dividend Margin (As % of Rev) • Strong financial performance since company inception • Disciplined approach to financial planning and capital investment • Track record of paying dividends in strong market – US$ 302 million in total for 2013/14 • Adjusted EBITDA margins consistently in the 35-40% range • Resilient cash flow generation throughout the cycle Note (1): Unlevered discretionary Free Cash Flow calculated by adjusting adjusted EBITDA for tax and capex Mar 2019 | 6
Focused Execution of Growth Strategy Equity Raise on N-OTC Long-Term Refinancing of Listing on Oslo Børs and Announced Purchase of and 3-Rig Purchase HY Notes Redemption of Preferred 2 Newbuild CJ46 Equity Jack-ups (+ 2 options) Apr 2017 Jan 2018 Jun 2018 Feb 2019 Jan 2017 Sep 2017 Jun 2018 Jul 2018 Debt Reduction and Contracts Secured for 3 RCF Extension and Long- Purchase of Shelf Drilling Initial Maturity Acquired Jack-ups Term Refinancing of Scepter Extension Remaining Debt Positioned the company for success ahead of market recovery Further liquidity and Simplification of our Wider access to capital Enhancing our fleet credit profile capital structure markets composition improvement Mar 2019 | 7
Recently Announced Newbuild CJ46 Transaction • On February 21, 2019, Shelf Drilling (SHLF) entered into agreements with China Merchants and Great Wall Ocean Strategy & Technology Fund (CMG or China Merchants) for the following: 1. Acquisition of two newbuild premium CJ46 jack-up rigs constructed by China Merchants Heavy Industries (CMHI) for $87 million per rig 2. Affiliates of CMG to subscribe for $174 million of newly issued SHLF common shares, at a subscription price of $6.50 per share 3. Bareboat charter agreements for two additional newbuild premium CJ46 jack-up rigs with option to purchase one or both rigs • Closing and rig delivery for the two acquired rigs targeted for Q2 2019 • Transaction brings new strategic partner and long-term shareholder Opportunity to add four newbuild premium jack-up rigs to SHLF fleet at historically low acquisition cost Mar 2019 | 8
High Quality Assets at Historically Low Prices Lowest Levels for Newbuild Jack-ups Since 2004 Newbuild Order Cost by Delivery Date US$ million Other Rigs Noble Johnny Whitstine & Noble Joe Knight 300 Borr PPL Newbuilds Borr Keppel Newbuilds Shelf Drilling CJ46 Newbuilds Borr Drilling – 5 Newbuilds from Keppel at US$ 144.5 million Per Rig in May-2018 250 200 Borr Drilling – 9 Newbuilds from PPL at US$ 139.5 million Per Rig in Oct-2017 150 Noble – 2 CJ46 Newbuilds from PaxOcean at US$ 93.5 million and US$ 83.75 million, Sep-2018 and Feb-19 100 Shelf Drilling – 2 CJ46 Newbuilds from 50 SHLF CJ46 Newbuilds CMHI at US$ 87 million 0 1998 2001 2003 2005 2008 2010 2013 2015 2018 Source: IHS Petrodata, DNB Markets Mar 2019 | 9
Best in Class Equipment and High Build Quality Technical Summary Advantages of Gusto MSC CJ46-X100-D Delivery Year 2019 • Rig design meets a majority of incoming premium jack-up tender Main Characteristics requirements (Middle East, Southeast Asia, West Africa, Mexico, Design Gusto MSC CJ46-X100-D North Sea) Build Yard China Merchants Heavy Industry (Shenzhen) Water Depth 350 ft. • XY cantilever – skids both longitudinally and transversely, increased operational flexibility Drilling Depth 30,000 ft. Accommodation 120 persons (1 & 2 person rooms) • Larger drilling envelope with max hoisting capacity in any position Drilling Package NOV • Increased free main deck area Hook Load 1,500,000 lbs. (with NOV TDS-8SA topdrive) • 15k well control equipment Cantilever Reach 70x40ft. • High variable deck load capacity Equipment BOP NOV Shaffer 15K Draw Works NOV ADS-10T – Max line pull (14 lines), 1,501,000 lbs. • Offline stand building 3 Favelle Favco diesel-hydraulic 50t / 32.8ft. Cranes 1 NOV knuckle boom pipe handling crane Mud Pumps 3 x NOV 14-P-220 Triplex pumps – 2,200 hp Power 5 x Caterpillar 3516C KW + 1 x Caterpillar C32 994 KW CJ46 design has a proven track record with tier 1 operators Highly Reputable OEMs and Service Providers Mar 2019 | 10
Simple Capital Structure with Strong Credit Profile and Liquidity Runway Pro Forma Capital Structure (Illustrative) Fully Invested Net Debt Net/ LTM DebtEBITDA 1 / LTM EBITDA 1 US$ million N.m. N.m. $2,100 15.6x Peer median 225 RCF (currently undrawn) of 12.9x 10.2x $1,750 6.9x 6.0x 3.7x $1,400 8.25% Senior Unsecured 900 Notes due 2025 SHLF Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 $1,050 Debt Maturity Profile 174 CMG Investment US$ million RCF (currently undrawn) Bonds $700 @subscription price of $6.50/sh 1,000 900 800 $350 723 600 Existing Equity 400 @subscription price of $6.50/sh 225 200 $0 0 Capital Structure 2018 2019 2020 2021 2022 2023 2024 2025 Source: Company filings, DnB Markets Note (1): Peers include BDRILL, DO, ESV, NE, RDC and RIG. Figures as per company filings as of December 31, 2018. Mar 2019 | 11
Strategic Evolution and Positioning of Jack-Up Fleet 13 x Premium Jack-ups 6 x Shallow Draft 18 x Standard Demonstrated ability to invest Uniquely positioned to meet Cost efficient and well suited for and deploy niche demand brownfield activity • Newbuilds: 2 • Acquired Rigs: 4 • Arabian Gulf: 5 • India & Egypt: 10 • Major Upgrades: 3 • Nigeria: 1 • Other Areas: 8 NEW • Newbuild CJ46: 4 2012 2019 Total Active = 30 Total Active = 37 “Right Assets in Right Locations” Shallow Draft Premium 4 Blend of premium & standard jack-ups 13 provides ideal match to customer Standard Standard 18 requirements across our regions 26 Shallow Draft 6 Mar 2019 | 12
Jack-up Market Update Cycle Turning Off of Historic Lows…Gradually • Oil price improvement over the last three years to current # of Contracted Jack-ups range of $60-70/bbl (Brent) Peak (April 2014) 457 jack-ups • Gradual recovery in jack-up supply and demand dynamics Average since 2006 368 jack-ups Minimum since 2006 (Jan 2017) 310 jack-ups Current (Feb 2019) 350 jack-ups - Global demand has increased 13% since Q1 2017 but still well below long-term averages 360 80% Marketed Contracted Marketed Util % - Total of 58 jack-ups retired in same time period +13% 78% 350 (40 rigs) - Marketed utilization up from
Investment Highlights 1 Fit for Purpose ▪ Right Assets in the Right Locations | Right-Sized Organization | High National Content Strategy 2 ▪ Critical mass and significant market share in all core geographic regions Leading Position in ▪ Middle East, West Africa and Thailand activity poised for growth while India remains Key Markets comparatively steady 3 World Class ▪ Best-in-class operating platform and low-cost structure Jack-up Contractor 4 Solid Financial ▪ No debt amortization until 2025 and strong current liquidity position Run-way 5 Tangible Growth ▪ Demonstrated acquisition capabilities in 2017/2018, with four premium jack-ups Opportunity ▪ Adding four premium newbuild CJ46 rigs in 2019 Mar 2019 | 14
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