$7 Billion in Chesapeake Energy Deals Reshape Bull-Bear Divide

(Updated to reflect Argus Research analyst comment on deal value)

NEW YORK ( TheStreet) -- Chesapeake Energy ( CHK) has just cleared the biggest hurdle it faced in 2012, selling $6.9 billion in oil and gas drilling, leasehold, pipeline and terminal assets that it's deemed as "non-core," as oil giants like Royal Dutch Shell ( RDS.A) and Chevron ( CVX) push further into promising shale basins.

"The deal is a clear positive," says Sterne Agree analyst Tim Rezvan, adding that buyers as large as Shell and Chevron indicate there is a lot of interest in assets held within Chesapeake Energy's portfolio, which could help future capital or liquidity needs. "It weakens any near term bear case on cash flow or liquidity," Rezvan added.

So why aren't Chesapeake shares signalling an all-clear on Wednesday?

One down, one to go: With the near-term bear case on the company's cash crunch quieted, Chesapeake now has major 2013 hurdles to jump over.

Operational momentum and third quarter asset sales should support Chesapeake's stock, but investors will be looking for a detailed picture from upcoming third quarter earnings about 2013 leverage, spending and production plans, according to a late August analysis by Rezvan. That tension is highlighted in today's asset sales. Selling the Permian assets helps solve Chesapeake's short-term cash needs but muddies its production picture, taking away almost 6% of the company's total production.

A string of deals announced on Wednesday, in addition to previous asset sales, signal that the embattled Oklahoma City-based driller is moving closer to plugging a $14 billion financial gap this year. In total, Chesapeake Energy has announced $11.6 billion in asset sales this year, making the full-year goal of $13 billion-to-$14 billion in asset sales 85% complete, the company said in a statement.

Crucially, Wednesday's asset sales will allow Chesapeake Energy to repay a $4 billion loan provided to it by the firm's investment bankers, Goldman Sachs ( GS) and Jefferies ( JEF), as its cash needs escalated earlier in the year.

In at least eight transactions, Chesapeake Energy is raising funds by selling pieces of its empire of shale drilling, midstream and lease assets spread across the U.S. Most notably, the company is selling $3.3 billion in Permian Basin assets to oil majors Royal Dutch Shell and Chevron, as they expand into promising U.S. shale basins. Royal Dutch Shell will buy Chesapeake's assets in the southern Delaware Basin of the Permian Basin, while Chevron is buying assets in the northern Delaware portion of the basin.

Yet that short-term need invariably raises questions as to whether Chesapeake is maximizing value of the assets it is being forced to sell. While Permian-based cash is coming in faster than expected as short-term loans come due, the $3.3 billion sale price falls below previous management estimates as high as $6 billion, according to Wells Fargo analyst David Tameron, highlighting the liquidity pressures Chesapeake faced.

It's "easy to quibble over the valuation of Chesapeake Energy's divested assets, but in our view the aggregate amount received is more important right now," wrote Tameron, in a Wednesday note to clients. "First and foremost, Chesapeake needed to pay off the term loan and boost liquidity," he added, while stressing that in spite of the discounted value current trading price, better oil and gas opportunities exist elsewhere.

Chesapeake initially said it would raise $6 billion to $8 billion from Permian sales, a joint venture in the Mississippian Lime, and other miscellaneous transactions. Later, the company talked about a $4 billion to $6 billion value for the Permian alone, though on its most recent earnings conference call, Chesapeake CEO Aubrey McClendon declined a request from Bank of America Merrill Lynch analyst Doug Leggate during the analyst Q&A -- "I don't suppose you would care to comment on the $4 billion to $6 billion original range that you gave relative to what you think you are going to realize?" -- by saying that when the company had final numbers to report it would do so.

Phil Weiss, analyst at Argus Research, said the Permian brought in less than expected and yet the midstream sales raised slightly more money than expected, so there's a tradeoff, but there remain questions about the sale of producing asset specifically. With the Permian sales Chesapeake is giving up 6% of its production at a lower price tag than it hoped to get and a production mix that is tilted to the all-important liquids content, as opposed to dry natural gas. "The price looks more reasonable for the buyers than seller," Weiss said.

For Shell, the move adds to purchases of shale assets in North America, as it exits other regions. In a separate statement, Shell, the largest oil company in Europe, said it paid $1.9 billion for 618,000 net acres in the Permian Basin. "The acquisition provides both existing production and near-term growth potential from a proven resource, as well as promising opportunities for expansion," said Shell, in a statement.

Wednesday's deal adds to previous Shell acquisitions, including a $4.7 billion deal for shale driller East Resources in 2010 and a $5.8 billion acquisition of Canadian gas producer Duvernay Oil in 2008.

In total, Chesapeake said the assets being sold to Shell and Chevron produced approximately 21,000 barrels of liquids and 90 million cubic feet of natural gas per day in the second quarter of 2012, a figure that represents roughly 5.7% of the company's overall production in the quarter.

Previously, Chesapeake sold Midland and Permian basin assets to EnerVest, a privately held oil explorer that's been a longtime funder and buyer of disposed Chesapeake assets. The three Permian deals are expected to close in the next 30 days, with Chesapeake receiving 87% of its cash immediately, helping to repay a loan due in the fourth quarter.

"We are pleased to announce further progress towards our asset sale goals for 2012," said Chesapeake Energy CEO McClendon, in a statement. McClendon noted that the sales put Chesapeake on track to meet fundraising targets and reiterated that the company is continuing to rebalance its drilling portfolio, as the company focuses on 10 "core plays in which Chesapeake has built a #1 or #2 position."

Chesapeake Energy shares little changed on the deal news, and trending down in Wednesday trading. The company's shares are down nearly 10% this year; however they've risen nearly 50% from 2012 lows, when questions on its financial condition and leadership escalated.

In addition to shale asset sales, Chesapeake Energy completed "substantially all" of its midstream asset sales in four separate deals that will raise a combined $3 billion.

The company has entered into a letter of intent with Global Infrastructure Partners ( GIP) to sell most of the midstream assets owned by Chesapeake Midstream Development for roughly $2.7 billion. Those assets include gathering and processing systems in the Eagle Ford, Utica, Haynesville and Powder River Basin Niobrara shale plays. In addition, Chesapeake has sold or entered into purchase and sale agreements with two unspecified companies to sell midstream assets and other gathering assets in the Eagle Ford Shale for roughly $300 million.

When combined with roughly $2 billion in midstream asset sales year-to-date, Chesapeake Energy has upped total asset sales to $5 billion.

Finally, in four separate deals, Chesapeake is in the process of selling "non-core" leasehold assets in the Utica Shale for roughly $600 million. After the sales, Chesapeake will own approximately 1.3 million net acres of in the Utica Shale.

Jefferies and Goldman Sachs are serving as financial advisors to Chesapeake regarding the Permian Basin asset sales and the sale of midstream assets to GIP.

In total, the deals, which are Chesapeake's largest sale since questions emerged about CEO Aubrey McClendon's stewardship of the nation's second-largest gas driller, also comes amid a board shakeup that will give investors, including activist Carl Icahn, representation on its board.

In June, Chesapeake Energy said that following "extensive discussions" with its two largest shareholders, Southeastern Asset Management and Icahn, it had agreed to add four new independent directors to replace four existing independent directors who will resign from Chesapeake's board. Three of the new independent directors will be proposed by Southeastern and the fourth will be proposed by Icahn. Meanwhile, CEO McClendon stepped down as chairman, ceding to role to former ConocoPhillips head Archie Dunham.

Underlying a board shakeup and the initiation of asset sales, were Chesapeake's efforts to shore up its balance sheet, which will remain a key focus into 2013 and beyond.

Highlighting Chesapeake's struggles from earlier in the year and how the situation can't be resolved entirely by asset sales, was Moody's commentary on the company's needed to sell $7 billion in assets in 2012 to avoid a ratings downgrade and breach of its debt covenants. "Even $7 billion in asset sales could place Chesapeake's covenant compliance for its revolving credit facility in some doubt, and the company would still face a significant funding gap in 2013," wrote Moody's analyst Peter Speer on May 31.

For more on Carl Icahn, see his investment portfolio. For more on energy stocks, see the energy stocks bought and sold by hedge funds in the latest quarter.

See 5 ways Chesapeake Energy can be saved from itself for more on how it can initiate a share turnaround.

-- Written by Antoine Gara in New York

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