Vantage Energy Acquisition Corp. (VEAC), announced this morning it has entered into a definitive agreement with QEP Energy Company, a wholly owned subsidiary of QEP Resources, Inc., to acquire the entirety of QEP’s Williston Basin assets in North Dakota and Montana.  The assets, which include the South Antelope and Fort Berthold leasehold and various mineral interests, will be acquired for $1.65 billion cash and up to 5.8 million shares of Vantage, based on stock price target earnouts.

Upon closing, Vantage Energy Acquisition Corp. will change its name to Vantage Energy Inc. (“Vantage”) and the new company will trade on the NASDAQ under the ticker “VEI”.  The closing is expected to occur late in the first quarter or early in the second quarter of 2019.

The formation of Vantage creates a large-scale, pure-play Williston Basin operator. The acquired assets consist of more than 100,000 net acres and are currently producing at the rate of 46,000 barrels of oil equivalent (“Boe”) per day.

Roger Biemans, Vantange Energy Acquisition Corp’s CEO, will lead the newly formed company (Vantage) as full-time Chairman, President and CEO.  David Wolf, former CEO at Fuse Energy and former CFO at Berry Petroleum, will join Vantage as CFO.

Vantage Company Highlights¹ per their press release:

• High margin, oil-weighted assets in the core of the Bakken, a world-class resource play
• Highly differentiated return of capital story with initial proposed annual dividend of $0.25 per share
• Approximately 46,000 Boe per day of current estimated production in 2H 2018 (67% oil, 83% liquids)
• 102,800 net acres with an 81% and 79% net revenue interest at South Antelope and Fort Berthold, respectively
• Highly predictable and consistent geology across the position, leading to low-risk, high-return inventory of growth-oriented projects
• Estimated 2019 EBITDA of $427 million and approximately $629 million of estimated 2H 2018-2020 free cash flow after capital investment²
• Peer leading 21% free cash flow yield³. Modest leverage (<1.5x 2018 estimated EBITDA) and more than $600 million of initial liquidity at closing
• July 1, 2018 effective date, with approximately $322 million projected post-effective date free cash flow resulting in a closing purchase price of $1.39 billion
• $1.3 billion of committed debt financing, including a credit facility with a $900 million initial borrowing base and $400 million in bridge loans, which are expected to be replaced by an offering of Senior Notes prior to closing

¹ For additional information regarding the assumptions used with respect to the below company highlights please see the Investor Presentation available on the SEC website. ² VEAC defines free cash flow as EBITDA less capital expenditure and interest. ³ VEAC defines free cash flow yield as EBITDA less capital less interest divided by market capitalization at $10.00 per share. Estimated 2019 to 2021 average free cash flow yield. 

CONSIDERATION

$1.65 billion in cash and up to 5.8 million shares of Vantage stock if certain stock price targets are achieved, subject to customary purchase price adjustments and with an effective date of July 1, 2018.

• $560 million in cash from the VEAC IPO being held in trust (assuming no redemptions)
• $185 million in proceeds from an equity issuance from NGP Vantage under the forward purchase agreement entered into at IPO
• Approximately $642 million debt at closing. Debt will be comprised of:
  • $400 million bridge to a proposed bond offering
  • $242 million drawn on a $900 million credit facility

ADVISORS

• Citigroup and Goldman Sachs & Co. LLC served as financial advisors.
• Citigroup, BMO Capital Markets and Goldman Sachs & Co. LLC provided committed financings in support of the acquisition.
• Vinson & Elkins LLP provided legal counsel to Vantage.
• BMO Capital Markets served as financial advisor to QEP.
• Latham & Watkins LLP provided legal counsel to QEP.