Dealmaking in Houston is as hot as the downtown pavement these days. Last week it was the Plains-Pogo deal, and this week local offshore drilling firms Transocean Inc. and GlobalSantaFe Corp. are proposing an $18 billion merger deal that will create the largest offshore drilling contractor by a mile. The new company will have a market capitalization of $52 billion and will have a 145-rig fleet, which is more than twice as many rigs as the fleet of the next largest competitor.
The deal comes amidst an unprecedented period for deep sea drilling contractors. With crude-oil and natural gas prices maintaining at historically high levels, exploration and production companies have been willing to pay top dollar to be able to tap reserves that often are often deep under the ocean. As a result, offshore drilling contractors are enjoying intense demand for deepwater rigs, which has increased lease rentals dramatically. Not surprisingly, the stock prices of most of the publicly-owned drilling contractors have been soaring for the past year or so.
Transocean, which is the much larger company (a $32 billion market cap to GlobalSantaFe’s $17 billion), is actually the acquiring company in the merger. Transocean shareholders will end up with around 66% in the combined company, while GlobalSantaFe shareholders will end up with the other 34%. But the really interesting aspect of the deal is that the merged company is going to borrow a cool $15 billion (Goldman Sachs and Lehman Brothers are handling that debt vehicle) to spread among the shareholders of the two companies even as debt offerings generally are being downsized in most other markets. The merged company will use its first two years of free cash flow to reduce that debt.
Thus, the bottom line is that the companies are borrowing $15 billion, giving it to their shareholders, and then will take advantage of the hot drilling market to pay the money back quite quickly out of cash flow. Why not just use the cash flow over the next several years and give that to shareholders? Not sure, but I suspect that the structure of the deal will save the merged company a boatload of taxes over the next several years.