September 30, 2023

DealBook: Setback in Rosneft Deal Suggests BP Misread Russia

Robert W. Dudley, left, BP’s chief executive,  Prime Minister Vladimir V. Putin of Russia, third from right, and Igor I. Sechin, right, head of Rosneft, at the signing in January of a deal for BP and Rosneft to invest in each other through a stock swap.Pool photo by Alexey DruzhininRobert W. Dudley, left, BP’s chief executive,  Prime Minister Vladimir V. Putin of Russia, third from right, and Igor I. Sechin, right, head of Rosneft, at the signing of a deal for BP and Rosneft to invest in each other through a stock swap.

7:15 p.m. | Updated

LONDON — For major oil companies these days, geopolitical acumen is as essential as deepwater engineering. Just ask the British oil giant BP.

The company’s ambitions in Russia were dealt another setback Friday when an arbitration tribunal upheld an injunction that indefinitely blocks its share-swap agreement with the state-owned oil company Rosneft.

BP’s chief executive, Robert W. Dudley, might still be able to salvage the approximately $7.8 billion Rosneft deal. But Friday’s ruling may indicate how seriously Mr. Dudley misread Russian politics in striking that agreement — or was overtaken by developments that even the most expert Kremlinologist might not have been able to anticipate.

Either way, the ruling puts new pressure on BP to appease its partners in a separate and private joint venture in Russia, a group of billionaires who opposed the Rosneft deal. That group won the injunction two weeks ago from an arbitration tribunal in Sweden, arguing that the deal with the state-owned oil giant had breached their own shareholder agreement with BP in their partnership, called TNK-BP.

BP said in a statement on Friday that the ruling was simply a deferral and that the company would continue with arbitration hoping for a favorable final ruling. But the statement also said, “we will now also be exploring possibilities for a reasonable commercial solution with all parties.”

The Russian billionaires in TNK-BP, who do business as a group known as AAR, issued a statement on Friday calling the tribunal’s ruling “fair, balanced and thoughtful.”

“We will be pleased to continue to cooperate with the tribunal and will provide any additional information and evidence it requires during the next stage of the hearings,” Stan Polovets, AAR’s chief executive, said in the statement.

Prospects looked decidedly better for BP back in mid-January, when Prime Minister Vladimir V. Putin of Russia presided over the signing ceremony for the Rosneft agreement. The deal called for the companies to invest in each other through a stock swap representing about 5 percent of BP and 9.8 percent of Rosneft, and to also jointly explore new oil fields in the Russian Arctic.

Robert W. Dudley was named BP chief after the Deepwater Horizon spill in the Gulf of Mexico.Michael Stravato for The New York Times Robert W. Dudley was named BP chief after the Deepwater Horizon spill in the Gulf of Mexico.

It seemed a strategic victory for Mr. Dudley, the American who rose to the top post at BP after the Deepwater Horizon spill in the Gulf of Mexico last year.

On taking that job in October, he quickly sold more than $22 billion of BP assets to help pay claims and cleanup costs and to focus on the company’s most lucrative operations. Then came the deal with Rosneft, which looked to be Mr. Dudley’s first bold move to help the company expand in new directions.

But now, with the suspended Rosneft deal having cost the company more time and investor support than planned, Mr. Dudley will probably find himself facing hard questions when BP holds its annual shareholder meeting in London on Thursday.

One of the hardest things to explain might be how he could have stumbled in Russia, after having spent five years in Moscow running the TNK-BP joint venture from 2003 to 2008. Or why he had not anticipated the tough tactics the TNK-BP partners might employ. After all, Mr. Dudley’s previous Russian experience led to his being forced into hiding in 2008 after disputes with the government and those same partners led to the revocation of his work visa.

This time, it had appeared that Mr. Dudley and BP might have protection from higher-ups. Rosneft’s chairman, Igor I. Sechin, is also a powerful deputy prime minister.

A senior BP official with knowledge of the company’s work in Russia said BP lawyers had understood that the agreement with Rosneft was “on the edge” of violating the TNK-BP shareholder agreement. But the deal also appeared to coincide so strongly with Russia’s national interest that the company assumed the Kremlin would discourage the Russian shareholders in TNK-BP from making trouble. The BP official spoke on the condition of anonymity because he was not authorized to talk on the record.

It turned out to be a bad bet on BP’s part. Even at the Jan. 14 signing ceremony, according to one person who was present, Mr. Putin had mentioned in a quiet aside that the AAR group was known to be litigious. What had seemed a passing remark proved to be predictive.

The AAR billionaires began threatening to sue almost immediately.

“BP assumed that any difficulties with the local shareholders would be resolved at a local level,” Christopher Weafer, the chief analyst at Uralsib bank, said in an interview. “That hasn’t happened. At least it hasn’t happened yet. It has to happen now.”

Oil analysts, too, say that Mr. Sechin, BP’s patron, may not have been as powerful as the company had hoped — or that if he was sufficiently powerful in January, he no longer is.

Dmitri A. Medvedev, the president of Russia, recently ordered ministers to step down from the boards of state-controlled companies, citing conflicts of interest. The change will deprive Mr. Sechin of his position at Rosneft, unless he resigns as deputy prime minister instead.

Mr. Putin, too, now seems to be distancing himself from the BP-Rosneft deal. In March, he told Russian journalists at a news conference that Mr. Dudley had not warned him of the possible legal challenge from the Russian oligarchs.

“I was completely in the dark,” he said, according to the newspaper Vedemosti. “When I met with BP’s director he didn’t say a word about this,” Mr. Putin said, referring to Mr. Dudley.

How that account agrees with his aside at the signing ceremony about AAR litigiousness, only people in Mr. Putin’s inner circle might ever know.

The AAR partners, for their part, have argued that the deal with Rosneft would significantly impinge on their rights because the TNK-BP venture would be sidelined from future growth opportunities in Russia.

Mr. Weafer and other analysts in Moscow conjecture that the AAR partners could be positioning themselves to sell their stakes in TNK-BP, possibly to Rosneft. That would effectively nationalize TNK-BP, which is Russia’s third-largest oil company after Lukoil and Rosneft.

The AAR partners have denied using the legal challenge to try to negotiate a sale of their shares.

Some investors would welcome the Rosneft deal despite its problems, according to Keith Bowman, an analyst at the brokerage firm Hargreaves Lansdown. From that viewpoint, any link with Rosneft would make it easier for BP to win future exploration contracts in Russia, the world’s largest oil-producing country.

And yet, despite Mr. Dudley’s tempestuous history with the TNK-BP partners, that venture has been a financial success for BP to date. Through it, BP’s operations in Russia have become as important to the company as those in the United States. After contributing about $6 billion in cash and assets to the founding of the TNK-BP venture in 2003, BP has since then made $14.3 billion in dividends from it — it still retains 50 percent of the assets.

And so even as BP fights with the oligarchs over the Rosneft deal, the TNK-BP joint venture is itself an important part of the British company’s portfolio. “There’s hardly a day when we don’t have to remind ourselves how valuable this business is,” said a senior BP employee who declined to be identified because the company does not officially comment on its disagreements with the TNK-BP shareholders.

Still, the Rosneft deal, hanging in the balance, is all about future growth through new oil exploration. Which is why it probably remains as important to BP and Mr. Dudley as it did in January.

“Any natural resources company’s biggest aim is to access new resources,” said Philip H. Weiss, an analyst with Argus Research in New York. “It’s a bit more important for BP because of the questions hanging over them in the gulf.”

Julie Werdigier reported from London and Andrew E. Kramer from Moscow.

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