May 27, 2024

Deadline Looming, BP Tries to Salvage Rosneft Deal

BP is trying to salvage a partnership with Rosneft that was announced in January but quickly hit a legal snag when Russian shareholders in a separate BP partnership filed a legal action to block the Rosneft deal.

BP’s shares fell 1 percent in London on Monday amid concern that the Rosneft deal could collapse — and with it BP’s plan to recover from last year’s Gulf of Mexico debacle by expanding into Russia.

The agreement with Rosneft, Russia’s state-owned oil giant, called for the companies to invest in each other through a share swap and to jointly explore for offshore oil in the Russian Arctic. BP’s offshore drilling technology was to make possible the first significant Russian oil exploration project in the Arctic Ocean.

The two companies originally planned to complete that deal a month ago, but had extended the deadline to midnight Monday, London time, to give BP time to resolve its dispute with its Russian partners in a separate venture called TNK-BP.

Those Russian partners, operating through a holding company known as AAR, contend that BP violated terms of the partnership in forging the agreement with Rosneft.

A lapse of the midnight deadline without a Rosneft deal would be a major blow to BP’s effort to win back investors’ confidence, some analysts said. The deal was to give BP access to the Kara Sea, one of the icy backwaters of the Arctic Ocean that has recently become an object of keen attention by the international energy industry as a new oil frontier.

“This deal is very important,” Doug Youngson, an analyst at Arbuthnot Securities in London, said. “This is how BP in theory was going to come back after the Gulf of Mexico accident.”

After the deal was announced in January, and was publicly blessed by Russia’s prime minister, Vladimir V. Putin, and president, Dmitri A. Medvedev, BP’s stock rose. The company seemed poised to secure access to the Arctic at a time when lawsuits and regulations in the United States and Canada were delaying drilling, and when in particular BP’s chances of winning new offshore licenses in North America appeared dim.

But BP’s partners in TNK-BP sued within days to block the arrangement and demanded to be part of the new business. The Russian partners in TNK-BP rejected an offer from BP in January to pay them in oil assets and cash to remove their objections. They later turned down an offer to buy them out of TNK-BP.

A Stockholm arbitration court that has handled the AAR partners’ case against BP, ruled recently that BP and Rosneft could proceed with the share swap with restrictions including waiving voting rights in each others’ shares. But they would have to cede the Arctic exploration venture to TNK-BP, the court ruled.

Under this arrangement, BP would still retain a financial interest in the Arctic deal but would lose some operational control. But the arbitration ruling also created a new issue: any compromise hinged on Rosneft’s approving the involvement of TNK-BP, whose Russian partners are not necessarily in synch with the Kremlin leaders who ultimately oversee Rosneft.

Rosneft has said it would prefer to work with BP directly, rather than through TNK-BP. This has left the three parties — BP, Rosneft and the AAR partners — at an impasse.

With the deadline for the deal approaching, some analysts described three possible outcomes for BP. One would involve Rosneft either agreeing to the changed terms, or at least extending the deadline again, which would give the three parties more time to find a compromise.

Another possibility could be BP’s resolving the dispute with AAR by buying the stake in the TNK-BP joint venture it does not already own. Such a step would be costly for BP, which is still paying for the Gulf of Mexico spill, but Rosneft could take a part in any buyout.

And it is unclear whether the Russian shareholders in TNK-BP would sell. BP said a month ago that it had made a cash offer of about $27 billion to the shareholders but they rejected it. The AAR partners have valued TNK-BP at about $70 billion, meaning a buyout would cost Rosneft and BP about $30 billion.

A third possibility, of course, would be the collapse of the BP-Rosneft deal. And yet, some analysts said that if the deadline was not met and the deal expired, BP could still try to strike a new pact with Rosneft.

Rosneft, though, would also be free to open talks with other major international oil companies to explore the Kara Sea if its deal with BP collapsed. That agreement requires Rosneft to negotiate exclusively with BP on developing the two exploration blocks. 

A spokesman for BP in London declined to comment, as did a spokesman for the group of Russian billionaires who are shareholders in TNK-BP. Rosneft representatives were not available.

Oil analysts in Moscow have said AAR, by becoming an obstacle to this pivotally important deal for both BP and the Russian government, could be positioning itself to win a higher buyout price. AAR representatives have said that was not their motivation in blocking the deal.

Despite a quarrelsome history with its partners, BP’s Russian venture has been a success for years. After contributing about $6 billion in cash and assets to the founding of the TNK-BP venture in 2003, BP has since then made more than $14 billion in dividends from it — it still retains 50 percent of the assets.

With BP’s operations in Russia becoming nearly as important to the company as those in the United States, it was logical that in the wake of the Gulf of Mexico oil spill last year BP would seek to expand its Russian operations.

The question now is whether that logic can play out.

Andrew E. Kramer reported from Moscow.

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