project finance advisory debt & equity finance arrangers and advisors Russia, Middle East, Central Asia, Central Europe, Eastern Europe North Africa, West Africa, Latin America, South America international oil and gas finance specialists financing transactions, transportation projects (pipelines, etc.), mergers & acquisitions, other project finance
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Kazakhstan - an EMFI project location

Bukhara refineries  - an EMFI project location map

Russia/Siberia - an EMFI project location

Gabon - an EMFI project location

West Africa - an EMFI project location

Boliva - an EMFI project location

Peru

Phase I - Offering Memorandum Preparation

Business Evaluation. We evaluate your business, operations, properties, historical performance, financial condition, and future prospects. We identify your objectives, including your specific corporate strategies, operating experience, and access to financial resources.

Project Information. We advise and assist you in the preparation and review of financial forecasts showing projected revenues and cash flows under a range of business and financial assumptions concerning your company’s performance.


Structuring.
We develop an optimal target capital structure and how debt and equity might be raised for the project, on terms and conditions acceptable to you.

Offering Memorandum. We assist you prepare offering materials describing your company, its operations, historical performance, and future prospects, to be used in discussions with finance providers in order to establish their interest to participate in financing your company.

Phase II - Marketing the Project

Funding Sources. We review potential external funding markets for the company and recommend selected target investor groups. We assess available sources of finance and provide a comparison of their relative advantages and disadvantages, including factors such as cost, ease of execution, likely covenants and other restrictions, size and appetite for the different types of risks.

Road Show. We identify and bring the company to the attention to the widest possible realistic range of potential finance providers.

Phase III - Closing the Project

Due Diligence. We arrange for potential finance providers to conduct business and due diligence investigations, including on-site data rooms.

Closing. Finally, we help you close the deal. We assist you negotiate and close the financing, including all material agreements (assisted by a legal advisor), under your guidance.

SELECTED EMFI OIL & GAS TRANSACTIONS
The principals of EMFI have acquired the following deal experience:
Upstream Projects
Libya NC-115 Loan.

Libya NC-115 Loan. Arranged $25 million of finance, to be repaid in 3 years, secured by $75 million of receivables in the form of production payments due to Rompetrol from Repsol over the next 8 years, based on Repsol’s NC-115 concession in Libya. Rompetrol pledged all 8 years of receivables to the finance providers, and as added security Rompetrol guaranteed the full amount of the borrowing, whether or not the anticipated future oil production levels on the field are reached in Libya, and whether or not Repsol pays its corresponding production payments to Rompetrol. All production payments received by Rompetrol are paid by Repsol outside of Libya (e.g. from Madrid). The Al Sharara field, 4,275 km in size, is located in the Marzuq basin in southwest Libya (near the city of Benghazi and about 200 km southwest of the city of Sabha). Rompetrol carried out the exploration stage of the project over an area of 8,157 sq km, and drilled 29 wells, of which 12 were exploratory and 17 were test wells. Oil was found in commercial quantities in 5 traps, and 3 oil fields were declared economically feasible. Rompetrol thus discovered one of the world’s largest on shore reservoirs of the 1980s before selling the concession to Repsol.

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Ecuador Block 11 Prospect.

Ecuador Block 11 Prospect. Prospected and negotiated the terms of Rompetrol’s acquisition of Block 11 from Lumbaki Oil for a purchase price of approximately $10 million. The concession contains recoverable reserves of light, sweet oil estimated at 100 million barrels, with estimated capex of $25 million.

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Iran Project--BHP.

Iran Project--BHP. Financial advisor and arranger to Australia oil & gas company BHP in an onshore upstream gas field development project in Iran. Proven gas reserves total about 4 tcf, with a further estimated 26 tcf in the remainder of the Assaluyeh structure. BHP will develop the field in 2-3 years at a rate of 500 MMscfld. The field will produce sweet dry gas for the domestic Iranian market equaling about 25,000-30,000 boe equivalent. Pursuant to Iranian buy-back arrangements BHP will be paid an agreed sum including the costs of appraisal and development and an agreed rate of return of between 15% to 20% on a full field life economics basis. After 3 years of cap ex expenditures the pay back will be over 3 years with a remuneration payment and interest on outstanding cap ex payable to BHP. Payment to BHP would be in the form of condensate. BHP would therefore take capital cost risk but bear no oil price risk. Project development costs total about $415 million, and it is expected that about $200-$250 million of external finance would need to be raised for the project.

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CNPC Loan.

CNPC Loan. Arranged a $10 million loan to the Chinese National Petroleum Corporation (CNPC) to be used for initial development costs in their $2 billion investment in the Aktobemunaigas production association which has the rights to develop the Zhanazhol oil field and Kenkyak deposits in the Republic of Kazakhstan.

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Polar Lights Subordinated Debt Finance.

Polar Lights Subordinated Debt Finance. Arranged $275 million of subordinated debt finance for Conoco's joint venture with Arkhangelskgeologia (30%) and Rosneft (20%) in the Timan Pechora region of Russia. Financial instruments included $100 million of 10-year bonds, $35 million of 7-year bonds, $35 million of 6-year bonds, $30 million of 5-year bonds, and a $75 million revolving credit facility.

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Polar Lights Senior Debt Finance.

Polar Lights Senior Debt Finance. Arranged $275 million of senior debt finance from the EBRD ($90 million), IFC ($60 million), and OPIC ($60 million) for Conoco's joint venture with Arkhangelsgeologia (30%) and Rosneft (20%) in the Timan Pechora region of Russia. Among Russian oil & gas joint ventures with foreign companies the most prominent success story to date is Polar Lights. Polar Lights was the first Russian joint venture to commence commercial production from a. major oil field developed by a Russian-U.S. venture. When the deal was consummated in 1993 it was the largest single western investment in Russia's petroleum sector. Total planned investment is estimated at $625 million.

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TengizChevroil Finance.

TengizChevroil Finance. Mandated to arrange $150 million of debt finance for TengizChevroil, a joint venture between Chevron (45%), Mobil (25%), LUKArco (5%), and KazakhOil (25%).

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Tengiz--Kazakhstan Joint Venture.

Tengiz--Kazakhstan Joint Venture. Advised the Government of Kazakhstan on the development of the $10 billion, 40-year joint venture investment by Chevron in the Tengiz oil field, the largest oil field in Kazakhstan. Tengiz is among 10 largest oil fields in world and is the largest field discovered in past 20-30 years (also the world's deepest). It is one of most significant oil deposits developed since Alaska's Prudhoe Bay (the largest field in U.S.). Original oil in place was 25 billion barrels and expected recoverable reserves range between 6-9 billion barrels (Kazakhstan's total about 20 billion barrels). Tengiz contributes about 33% of Kazakhstan's total oil production. Current average production is about 210,000 b/d and peak production is expected to exceed 700,000 b/d by 2010. It is the largest, bestknown, and most successful JVs in Kazakhstan and in the FSU against which others are judged in the FSU as whole. Brought to the Government an understanding of how foreign oil companies view both the commercial and financial issues involved in field development, thereby facilitating the Government's capability of reaching an agreement with Chevron.

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Mobil-Gazprom Joint Venture.

Mobil-Gazprom Joint Venture. Financial advisor and arranger on a proposed $875 million financing for a joint venture between Mobil and Gazprom to develop the Urengoi gas field in the Yamal peninsula of Russia.

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Sakhalin-1 PSA.

Sakhalin-1 PSA. Advised Rosneft and Sakhalinmomeftegaz for their 40% share of exploration and appraisal costs in the initial stages of the $15 billion Sakhalin-1 project to develop the Chaivo, Arkutun-Dagi, and Odoptu fields off the Northeastern coast of Sakhalin Island. Assessed the commercial and economic drivers of the project returns, reviewed the key risks in a project of this nature, reviewed the financial plans for the exploration and appraisal phase, indicating a financing plan for the Sponsors, assessed the various sources of available financing, developed a financial model to analyze the project's sensitivity to different assumptions, assessed the interest of the foreign partners in the project, and advised on potential sources of finance from official governmental sources and commercial parties. Arranged approximately $50 million of financing to pay for Rosneft’s and Sakhalinmorneftegaz’ share of initial exploration costs.

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Enron/Qatar.

Enron/Qatar. Financial advisor to Enron in its 5-stage upstream and transportation joint venture project with QGPC to produce natural gas from Qatar's North Field, liquefy the gas, and ship the LNG to regasification terminals in India over a 25-year period. Enron intended to develop and own equity in the JV facilities in India to import 5 mtpa of LNG, including a regasification terminal at Dabhol and a 500 km pipeline from Dabhol through Bombay to interconnect with the HBJ pipeline in Hazira. The project intended to have access to bulk customers in Bombay and Gujerat which have substantial demand, including Dabhol Power Corp. (2 mtpa) and approximately 12 other off takers. Total financing required was about $5.9 billion. Subsequently the project was downsized to provide LNG and to expand Enron’s Dabhol power plant.

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Barnett Shale--Maverick Basin

Advised and arranged $30 million of finance for Maverick Energy with respect to its rights to explore & develop its oil & gas acreage in the Barnett Shale basin of Texas, U.S.A. Drafted an Offering Memorandum, approached a select number of 9 potential finance providers, received financing offers from 6, negotiated with 3, and ultimately closed with 1.

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Big Horn Project--Energytec

Advising Energytec Corporation on the potential financing or sale of its rights to explore & develop approximately 50,000 acres of its oil & gas properties on the northeastern flank of the Big Horn Basin in Wyoming, USA. Amounts of oil in place and potential recoverable reserves will be examined with the assistance of independent experts, together with a review and recommendation of existing or potential enhanced recovery techniques that could be used (waterflood, gas injection, fireflood, steam injection, CO2, microbes, etc.). A financial model will be developed to demonstrate the commercial viability of the Project, with a view to its potential financing or sale, which EMFI will execute by marketing the project to a select group of potential finance providers or strategic investors.

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Transportation Projects
BHP/NIGC Pipeline Project.

BHP/NIGC Pipeline Project. Financial advisor to Australian oil & gas company BHP and Iran's state gas company (NIGC) to construct a 1,600 km, 36 inch diameter medium capacity gas pipeline from Bandar Abbas (in Iran) to Sui, Multan and then to a location north of Karachi, Pakistan with a possible extension to India. Initial free flow is expected to be 860 tjld increasing to 1,900 tjld with compression. NIGC will ensure that at least 15 tcf will be supplied to the pipeline from Assaluyeh, located near the South Pars gas field in Iran (which is an extension of Qatar's North Field that has been producing gas for several years). With capital expenditures expected to total $2.64 billion, approximately $1.58 billion of debt financing would need to be raised externally.

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TransCaspian Pipeline.

TransCaspian Pipeline. Advised PSG (Bechtel & GE Capital) on a proposed $2.5 billion gas pipeline from Turkmenistan across the Caspian through Azerbaijan and Georgia to Turkey. Advised PSG in the development of an initial commercial structure, analyzed the potential debt capacity of the project, and determined the potential interest of the banks and capital markets in providing finance to the project and the potential terms under which they might lend, and the selection of development partners.

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Turkmenistan Gas Transmission Network.

Turkmenistan Gas Transmission Network. Financed Turkmenistan's first and largest ECA-backed financing in a U.S. $215 million ECA-backed financing for improvement of the country's gas transmission network. The Eximbank Facility was $96 million, EGAP (Czech Republic) Facility $35 million, IFTRIC (Israel) Facility $33 million, and Tied Commercial Loan $51 million. Served as sole arranger and agent, as well as lead lender, in the transaction.

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Unocal Turkmenistan-Afghanistan Pipelines.

Unocal Turkmenistan-Afghanistan Pipelines. Advised Unocal on the financial feasibility of potential oil & gas export pipelines valued at app. $3 billion from Turkmenistan through Afghanistan to Pakistan and from Kazakhstan through Afghanistan to the Persian Gulf. Advised Unocal in the development of an initial commercial structure, analyzed the potential debt capacity of the project, determined the potential interest of the MLAs and ECAs in providing financing to the project and the potential terms under which they might lend, and the selection of development partners.

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Mergers, Acquisitions & Divestitures
Chaparral Resources.

Chaparral Resources. Advised Shell Capital on the recovery of its existing $37.5 million senior secured loan to Chaparral Resources, a western-managed company with operations in the Republic of Kazakhstan. Drafted an Information Memorandum, approached a selected number of potential strategic investors, and received acquisition offers from 4 western-managed companies, all of which were equal to or in excess of the principal amount of Shell Capital’s loan. Shell Capital subsequently elected to sell its exposure to Central Asia Industrial Holdings.

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Petromidia Refinery.

Petromidia Refinery. Arranged the purchase for Rompetrol from the Romanian government of the Petromidia refinery and petrochemicals complex in Constanta, Romania for $280 million. The transaction involved the payment of $50.5 million over a 3-year period, a commitment to spend $50 million in capital improvements and an additional $20 million on environmental cleanup, and also assumption of $115 million of the company’s long-term debt (which originally was $340 million, but subsequent negotiations reduced this debt by some 2/3, with additional grace periods and long repayment terms). At closing, Petromidia processed about 3.5 million mt/yr of crude oil, and after modernization was expected to return to its 4.8 million mt/yr nameplate capacity.

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Uzen Oil Field.

Uzen Oil Field. Advised the Republic of Kazakhstan in attracting a strategic investor in the rehabilitation of the Uzen oil field, the second largest oil field in Kazakhstan, in a transaction valued at more than $5 billion ($1.2 billion to be invested in the first 5 years).The World Bank has lent $109 million to the project, and the Government designated this project as one of its priority projects in the oil & gas sector. After conducting a global tender, the Government selected the Chinese National Petroleum Corporation (CNPC) as with winning bidder, beating a short list of Amoco and a consortium of Petronas and Unocal. The project faced many challenges, including issues related to a mature oil field and production association, oil with a high content of paraffin, obsolete equipment, declining production, and environmental and oil transportation issues.

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Orenburgneft Production Association.

Orenburgneft Production Association. Financial advisor to the Orenburgneft Production Association in establishing a joint venture with Crystal Oil in Russia.

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LL&E Merger with Inexco.

LL&E Merger with Inexco. Represented Louisiana Land and Exploration Company, a developer and producer of petroleum natural resources located in New Orleans, Louisiana, it its merger with Inexco Oil Company, a producer and developer of petroleum natural resources located in Houston, Texas, for $500 million.

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Private Placements & Public Offerings
Continental Energy—Indonesia.

Continental Energy—Indonesia. Mandated to arrange $10 million of debt and equity for Continental Energy Corporation to enable it to develop its Bangkudulis Field in Indonesia. Continental Energy intends to issue to the finance provider $2.5 million of equity which will entitle the finance provider to purchase 50% of Continental Energy’s 70% stake of 35% of its ownership interest in its local project company Bangkudulis Petroleum Company Ltd (GATB), as well as borrow an additional $7.5 million of debt in the from of a 5-year, fixed rate term loan bearing interest at a 10% annual rate (or the equivalent floating rate) and level (mortgage-type) semi-annual payments. Continental Energy’s Base Case demonstrates that production from the Project’s proven reserves should provide a minimum debt service coverage ratio of at least 1.8x but as much as an average of 3.1x, while providing a 27% return on equity and a 16.2% return on the total $10 million of capital investment.

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Carpatsky Petroleum.

Carpatsky Petroleum. Mandated to raise U.S. $15 million of 2-year convertible debentures, bearing a fixed rate of interest at 10%, with a conversion price of US $0.15/share in Carpatsky Petroleum Corporation. The debentures can be converted into common stock of Carpatsky by the holder at any time after issuance but before maturity. In the event, and if at any time, Carpatsky’s common stock trades at a price equal to or greater than US $0.225 per share for a period of ten consecutive trading days, then the debentures shall automatically be converted into Carpatsky’s common stock at a rate of one common share for each US $0.15 of principal. If any holder elects not to convert its debenture prior to the expiry of the term, or if the conversion does not occur as set forth above, then any remaining debentures will be automatically converted into 5-year non-convertible debentures bearing a fixed rate of interest at 12% until maturity, at which time Carpatsky will retire the principal amount and all accrued interest on the debentures in full. In Eastern Ukraine, Carpatsky participates in the Rudovsko-Chernozavodsky gas field and in Western Ukraine, the Bitkov oil field.

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SOCAR/Schlumberger Joint Venture.

SOCAR/Schlumberger Joint Venture. Financial advisor and arranger to a joint venture between the State Oil Company of Azerbaijan (SOCAR) and Schlumberger to raise approximately $34 million of non-recourse debt financing via a private placement to U.S. institutional investors to finance the acquisition and refurbishment of the JV’s second seismic vessel. At the time this financing was the largest financing closed to date in Azerbaijan and was the first capital markets transaction supporting a project in Azerbaijan.

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Ukraine Securitisation.

Ukraine Securitisation. Advised on the securitisation of Ukraine's outstanding obligations to Turkmenistan to pay for non-payment of gas deliveries in a transaction worth about $500 million.

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Total Petroleum.

Total Petroleum. Represented Drexel Burnham Lambert Incorporated, as Managing Underwriter, of the global public offering of $62 million of common stock of Total Petroleum (North America) Ltd., a Canadian oil company.

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Tenneco Corporation.

Tenneco Corporation. Represented Tenneco Corporation in its issuance of Notes, with Morgan Stanley International, as Manager, and The Chase Manhattan Bank (National Association), as Fiscal Agent, in the United Kingdom and Western Europe, for $200 million.

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Venture Capital Transactions
Meridian Project Equity.

Meridian Project Equity. Mandated to arrange U.S. $25 million of equity to Meridian Energy Corporation to enable it to acquire Block 30 in on-shore Oman from Anadarko Petroleum and to bring Block 30 into full production. Block 30 contains a number of gas discoveries defined by 8 wells previously drilled by Anadarko and by previous license holders. Meridian has completed a review of the technical and commercial data and has concluded that Block 30 is a very attractive low risk gas development project. Gas is expected to be produced over a 20 year period and be sold under an existing Gas Sales Agreement to the Sultanate of Oman (investment grade—currently rated at Baa/BBB). In 3 to 5 years Meridian plans its exit from this opportunity via either an initial public offering (“IPO”) of its shares or a sale of its assets to a strategic investor. For potential investors, a $25 million equity investment today under the Base Case, with 20 years of production anticipated at 309 bcf, should produce a future value in 5 years of $61 million, and produce an anticipated IRR to a potential investor of at least 20%. The Expected Case anticipates production of 600 bcf to provide investors with $107 million in future value and a 34% IRR. The Upside Case suggests there is potential for as much as 1 tcf of production resulting in $330 million in future value and a 68% IRR.

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Rompetrol Private Equity

Rompetrol Private Equity Arranged $3 million of private equity for Rompetrol (representing 15% of its capital stock), the international arm of the Romanian oil & gas industry and Romania’s largest privately owned oil company. Rompetrol has almost 30 years of experience in providing low cost equipment, labour, and services to the global oil & gas industry. Rompetrol is both a vertically integrated oil & gas company as well as an oilfield services company, with a full range of operations and services in the oil industry. Rompetrol is experienced in challenging locations, including Russia, Azerbaijan, Turkmenistan, and Ecuador. Attracted the private equity investor, negotiated all shareholding and investment agreements, and closed the transaction. This investment was recently sold by the equity investor to Austrian oil & gas company OMV).

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Overriding Royalty Interests
Indusmin Energy Overriding Royalty.

Indusmin Energy Overriding Royalty. Arranged $5 million of finance for Indusmin Energy, a western-sponsored oil & gas project in the Crimean peninsula, Ukraine. Drafted the Offering Memorandum, approached more than 60 potential institutional investors, and assisted in the signing of the term sheet.

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Crude Oil Financings
Iraq Oil for Food Transaction.

Iraq Oil for Food Transaction. Supervised the purchase and transport of 130,550 metric tons (nearly one million barrels) of Iraqi Kirkuk crude oil from Ceyhan, Turkey, to Constanta, Romania, to be used in Rompetrol’s Black Sea refinery, Petromidia. Rompetrol’s crude oil lifting received priority approval from the United Nations under its Oil for Food Programme. Raiffeisen Bank provided the $25 million necessary to purchase and transport the cargo ($24 million purchase price, $790,000 shipping expense, and the balance for insurance and inspection charges). This was one of the first cargoes purchased and transported from Iraq under UN approval. In addition, it was the first time in more than 2 years that Constanta’s oil terminal had admitted a vessel of this size, as crude oil deliveries to Romania are usually between 65,000-70,000 metric tonnes, with 150,000 metric tonnes being the maximum possible given the draught limitation of 17.5 metres. Tankers of this size usually exit the Bosporus straights with crude oil loaded from terminals in the Black Sea, rather than enter it.

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Service Contract Financings
Romfor West Africa, Ltd.

Romfor West Africa, Ltd. Mandated to raise $1.8 million for Romfor West Africa, Ltd., an experienced service contract drilling company combining Westernmanagement and equipment with highly skilled and inexpensive Romanian labor. Romfor wishes to purchase a U.S.-manufactured drilling rig for commitment to an on-shore drilling project in Gabon, West Africa, for Transworld Exploration & Production, Inc., a U.S. independent oil company based in Houston, Texas. Romfor drilled for Maurel & Prom in Congo-Brazzaville, who discovered the M'Boundi field, widely recognized as likely the largest onshore discovery in West Africa in the last decade, with reportedly over 100 million barrels of estimated reserves and more than 125 meters of net pay.

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Leasing Transactions
Alamito’s Springerville Plant.

Alamito’s Springerville Plant. Represented the Alamito Company, an Arizona-based electric utility, in its sale and leaseback of the Springerville Generating Station in Arizona, from the Tucson Electric Power Company of Tucson, Arizona, for $700 million.

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Valuations
Energytec Northeast Texas Valuation.

Energytec Northeast Texas Valuation. Mandated by Energytec, Inc. to value its Redwater Project in Northeast Texas, which consists of a 65-mile pipeline and 13 oil & gas wells. EMFI was asked to support Energytec’s valuation of the Redwater Project as to its views concerning (i) the current and midterm natural gas market, (ii) the sour gas market, (iii) our views on near and mid-term oil prices, (iv) the development potential on Energytec’s existing leases, (v) the development potential along the course of the Redwater pipeline itself, and (vi) the inherent value of the Redwater Project pipeline (as a ‘unique, non replaceable asset’).

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Power Projects
AEC Americas Bolivia & Peru Power Project.

AEC Americas Bolivia & Peru Power Project. Mandated to arrange U.S. $80 million of finance for AEC (Americas) Corporation who have the exclusive rights to acquire certain hydroelectric power plants from NRG Energy, Inc. in Bolivia and Peru. In Bolivia, hydroelectric power assets will be acquired from Compañía Boliviana de Energia Electrica S.A. (Cobee), which is the 2nd largest generating portfolio in Bolivia by generation capacity, and the largest based on energy produced, with facilities totaling 219 MW (201 MW hydro and 18 MW thermal). In Peru, assets will be acquired from Cahua S.A. (Cahua) and Energía Pacasmayo (EP), whose hydro plants total 47 MW and are located in Central Peru. EP’s plants total 66 MW and are located in several different regions of Peru. Most of the base load capacity is sold under long-term contracts to local utilities and unregulated users.

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