10-K: Sable Offshore Corp. 2023 10-K Filing: Business Combination and Production Restart on the Horizon
Summary
- Sable Offshore Corp., formerly Flame Acquisition Corp., completed a business combination on February 14, 2024, acquiring the Santa Ynez Unit (SYU) assets and pipelines from ExxonMobil.
- The SYU assets include three offshore platforms and an onshore processing facility, which have been shut down since 2015 due to a pipeline incident.
- The company plans to restart production in the third quarter of 2024, with estimated restart costs of approximately $197 million.
- The SYU assets have a production history of over 671 million barrels of oil equivalent (MMBoe) between 1981 and 2014, with an average daily production of 27 million cubic feet (MMcf) of natural gas and 29 thousand barrels (MBbls) of oil in 2014.
- The estimated petroleum quantities in the SYU assets are classified as contingent resources, not reserves, due to regulatory and operational contingencies.
- The company is working to satisfy regulatory requirements, including those related to the 2015 Line 901 pipeline incident, to restart production.
- Sable has submitted a transition plan to Santa Barbara County and is awaiting feedback, and is also exploring alternative technologies to satisfy AB-864 requirements.
- The company has approximately 106 employees and is focused on safety, training, and diversity and inclusion.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While the company has completed a significant business combination and has a plan for restarting production, it faces significant financial and regulatory challenges, including a going concern warning from its auditor. The potential for future growth is present, but the risks are substantial.
Positives
- The SYU assets have a significant production history and potential for future development.
- The company has a clear plan for restarting production, with a target date in the third quarter of 2024.
- Sable has a dedicated team of employees and is focused on safety and training.
- The company is actively working to satisfy regulatory requirements and obtain necessary approvals.
- Sable has a robust health and safety program, including employee orientation and training, contractor management, risk assessments, hazard identification and mitigation, audits, incident reporting and investigation, and corrective and preventative action development.
Negatives
- The SYU assets have been shut down since 2015, requiring significant investment to restart production.
- The company faces regulatory hurdles and potential delays in obtaining necessary permits.
- The estimated petroleum quantities are classified as contingent resources, not reserves, due to various contingencies.
- The company has a working capital deficit of $16.4 million as of December 31, 2023.
- The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
Risks
- The company needs to satisfy a number of permitting obligations and other requirements before it can restart production of the SYU Assets.
- The assumptions and estimates regarding the total costs associated with restarting production may be inaccurate.
- There is no guarantee that the company will have sufficient cash to restart production of the SYU Assets.
- Oil, natural gas and NGL prices are volatile, due to factors beyond the company's control, and greatly affect its business, results of operations and financial condition.
- The estimated quantities of petroleum contained in the SYU Assets are classified as contingent resources rather than reserves because they are subject to numerous contingencies.
- The company may be unable to restart production by January 1, 2026, which would permit EM to exercise a reassignment option and take ownership of SYU without any compensation or reimbursement other than the deemed repayment in full of the principal and accrued interest outstanding under the Term Loan Agreement.
- Restrictive covenants in the Term Loan Agreement or any future agreements governing the company's indebtedness could limit its growth and its ability to finance its operations.
- The company is subject to complex federal, state, local and other laws, regulations and permits that could adversely affect the cost, manner, ability or feasibility of conducting its operations.
- The market prices of the company's securities could be highly volatile or may decline regardless of its operating performance.
- The company has identified material weaknesses in its internal control over financial reporting.
Future Outlook
The company plans to restart production in the third quarter of 2024 and is evaluating opportunities for carbon sequestration.
Management Comments
- Management believes the Company has sufficient capital to maintain operations and complete the repairs necessary to restart production at SYU.
- Management believes the new, enhanced approach and plan will greatly increase PPCs abilities to satisfy the AB 864 requirements and will continue to work diligently with OSFM officials and staff to accomplish the same.
Industry Context
The announcement reflects a trend of consolidation and asset acquisition in the oil and gas industry, with a focus on restarting production from previously shut-in assets. The company is also exploring opportunities in carbon sequestration, aligning with broader industry trends towards sustainability.
Comparison to Industry Standards
- The SYU assets have a significant production history, comparable to other mature offshore fields in California.
- The estimated restart costs are within the range of similar projects, but the company faces unique challenges due to the extended shutdown period.
- The company's focus on safety and environmental compliance aligns with industry best practices.
- The company's exploration of carbon sequestration opportunities is in line with the industry's move towards sustainability, similar to projects being undertaken by companies like ExxonMobil and Chevron.
Stakeholder Impact
- Shareholders face risks related to potential dilution and volatility in the stock price.
- Employees are subject to the company's safety and training programs.
- Customers will benefit from the resumption of oil and gas production.
- Suppliers and creditors are subject to the company's financial performance and ability to meet its obligations.
Next Steps
- The company will continue to work towards satisfying regulatory requirements to restart production.
- Sable will file a new, enhanced alternate AB-864 Risk Analysis and Initial Implementation Plan by the end of April 2024.
- The company will submit its transition plan to Santa Barbara County and is awaiting feedback.
- The company will continue to evaluate the benefit of employing derivatives in the future.
- Sable intends to evaluate the potential to leverage its infrastructure for carbon sequestration.
Legal Proceedings
- The company is subject to a Consent Decree related to the 2015 Line 901 pipeline incident.
- The company entered into a Settlement Agreement on March 26, 2024, to resolve certain claims related to the Pipelines.
Related Party Transactions
- The company has entered into various promissory notes and working capital loans with its sponsor and related parties.
- Certain of the working capital loans were converted into warrants at a price of $1.00 per warrant upon the closing of the business combination.
Key Dates
- 2020-10-16: Sable Offshore Corp. (formerly Flame Acquisition Corp.) was incorporated.
- 2021-03-01: Flame Acquisition Corp. consummated its initial public offering.
- 2022-11-02: Flame entered into the Merger Agreement with Sable Offshore Holdings LLC and Sable Offshore Corp.
- 2024-02-14: Sable Offshore Corp. consummated the mergers and related transactions, acquiring the SYU assets and pipelines.
Keywords
Filings with Classifications
Equity Offering Update
- Sable Offshore Corp. completed an upsized underwritten public offering of 10,000,000 shares of common stock.
- The shares were sold at a public offering price of $29.50 per share.
- The gross proceeds from the offering amounted to approximately $295.0 million.
- The net proceeds, estimated at $283.2 million, are intended for capital expenditures, working capital, and general corporate purposes.
- The offering included the full exercise of the underwriters' 30-day option to purchase an additional 1,304,346 shares.
Equity Offering Update
- The offering size was increased from a previously announced $200.0 million of shares, indicating higher demand than initially anticipated.
- The underwriters fully exercised their option to purchase an additional 1,304,346 shares, demonstrating strong investor interest and confidence in the offering.
- The company successfully raised approximately $295.0 million in gross proceeds, providing significant capital for its stated corporate purposes.
Current Report on Form 8-K
- The updated 2H25 production guidance of 40,000-50,000 BOE/D is significantly higher than the prior guidance of 20,000-25,000 BOE/D.
- Initial well tests at Harmony Platform have exceeded expectations.
Earnings Release
- The Santa Ynez Unit assets have been non-producing since June 2015 due to a pipeline shutdown, representing a significant delay in production.
Earnings Release
- The company reported a net loss of $109.5 million, indicating worse than expected financial performance.
Quarterly Report
- The company reported a net loss of $109.5 million, indicating worse than expected financial performance.
- The company's ability to continue as a going concern is subject to substantial doubt, indicating worse than expected operational outlook.
Annual Report
- The company has a history of net losses and negative cash flows from operations.
- The company is not currently generating revenue from its SYU Assets.
- The company is reliant on external funding to continue operations.
Annual Report
- The company faces regulatory hurdles and legal proceedings that could delay or prevent the restart of production.
8-K Filing
- The dispute with the California Coastal Commission could potentially delay Sable's pipeline repair operations.
8-K Filing
- The company is facing a Cease and Desist Order from the California Coastal Commission.
- The company is involved in a lawsuit with the California Coastal Commission.
- The company's pipeline repair operations could be delayed or halted.
Litigation Update
- The lawsuit and subsequent remand introduce uncertainty regarding the timeline for restarting production at the Santa Ynez Unit.
- The potential for third-party interference could further delay the restart of operations.
Quarterly Report and Regulatory Update
- The company reported a significant net loss of $255.6 million, which is worse than expected for a company of this size.
- The ongoing issues with the California Coastal Commission and the potential reversion of assets to ExxonMobil are also worse than expected.
Quarterly Report and Regulatory Update
- The California Coastal Commission asked Sable to stop all work in the Coastal Zone at the end of September, causing delays in pipeline maintenance and repair.
- The need to agree on an interim work plan with the CCC to fill open excavations is causing further delays.
Quarterly Report
- The company reported a significant net loss, driven by high operating expenses and changes in the fair value of warrant liabilities.
- The company's assets are not currently producing, leading to a lack of revenue and substantial operating losses.
- There is substantial doubt about the company's ability to continue as a going concern.
Quarterly Report
- The company completed a second private placement of shares, raising $150 million.
- The company received $72.5 million from warrant exercises.
- The company may need to raise additional capital if its cost estimates for restarting production are insufficient.
S-1 Filing
- The document details the issuance of 7,500,000 shares of Common Stock in a private placement (Second PIPE Investment) for an aggregate purchase price of $150,000,000.
Private Placement Announcement
- Sable Offshore Corp. raised approximately $150 million through a private placement.
- The company issued approximately 7.5 million new shares of common stock to investors.
- The shares were sold at a price of $20.00 per share.
Quarterly Report
- The company has a new deadline of July 1, 2025, to implement its 2021 Risk Analysis and Implementation Plan, which is a delay from the original timeline.
- The company is facing delays in obtaining permits from the County of Santa Barbara.
Quarterly Report
- The company reported a significant net loss of $165.4 million, which is worse than expected for a company in the process of restarting production.
Quarterly Report
- The company reported a significant net loss of $165.4 million for the quarter and $345.5 million for the period from February 14, 2024 to June 30, 2024.
- Operating expenses were substantial at $62.2 million for the quarter and $221.4 million for the period from February 14, 2024 to June 30, 2024.
- The company recorded a large change in fair value of warrant liabilities of $81.2 million for the quarter and $79.4 million for the period from February 14, 2024 to June 30, 2024.
- There is substantial doubt about the company's ability to continue as a going concern.
Quarterly Report
- The company's restart of production is contingent on regulatory approvals and repairs, which introduces uncertainty and potential delays.
- The OSFM approved PPC's extension request for the implementation of the 2021 Plan, setting a new deadline of July 1, 2025.
Quarterly Report
- The company may need to raise additional capital if its cost estimates for restarting production are less than the actual amounts needed.
- There is no assurance that new financing will be available on commercially acceptable terms.
Current Report
- The restart of operations has been delayed and is now expected in late third quarter 2024 or early fourth quarter 2024.
Quarterly Report
- The company increased its Total Net Estimated Contingent Resources by 21% to 646 MMboe, with a PV-10 value of $10.0 billion, which is a significant improvement over previous estimates.
Quarterly Report
- The company raised $440.2 million through a private placement of common stock.
- The company secured a $625 million senior secured term loan from Exxon Mobil.
Quarterly Report
- The company reported a significant net loss of $180.1 million, which is worse than expected for a company that has just completed a business combination and is preparing to restart production.
- The high general and administrative expenses, driven by a $70 million legal settlement and $46.4 million in share-based compensation, contributed to the worse than expected results.
Amended 8-K Filing
- The company raised $440.2 million through a private placement of shares at $10.00 per share.
- The company may need to raise additional capital if the costs of restarting production exceed estimates.
Amended 8-K Filing
- The closing date of the purchase agreement was delayed from June 30, 2022, to December 31, 2022, and then to February 1, 2024, and finally closed on February 14, 2024.
- The restart of production is contingent upon regulatory approvals and the timing of ongoing construction repair efforts, which could lead to further delays.
Amended 8-K Filing
- The company reported a significant net loss of $1.5 billion in 2022 due to a $1.4 billion impairment, indicating worse than expected financial performance.
- The company has a going concern warning, indicating worse than expected financial stability.
Annual Report
- The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
- The company has a working capital deficit of $16.4 million as of December 31, 2023.
Annual Report
- The company may need to raise additional capital to fund the restart of production if its current cash on hand is insufficient.
- The company may issue additional equity or debt securities in the future, which may dilute existing stockholders or introduce restrictive covenants.
Merger Announcement
- The company initially secured a $520 million PIPE investment.
- One investor was unable to fund $125 million of their commitment.
- The company secured an additional $53 million in PIPE investments to partially offset the shortfall.
- The company will continue to seek additional investments to provide liquidity after the merger.
Merger Financing Update
- Flame Acquisition Corp. has secured $520 million in PIPE financing.
- The financing involves the sale of 52 million shares of Class A common stock at $10.00 per share.
- The PIPE includes $100 million from new Flame PIPE investors and $420 million from Holdco PIPE investors.
- The Holdco PIPE investors will purchase 34.85 million shares of Holdco Class B shares at $10.00 per share.
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