Plano ogx-disclosure

28 de outubro de 2013
Introdução
No que tange às negociações referentes à reestruturação de seu endividamento, OGX Petróleo e
Gás Participações S.A. (em conjunto com suas subsidiárias e afiliadas, a “Companhia”) tem
fornecido, desde 18 de setembro de 2013, determinadas informações não públicas referentes à
Companhia (as “Informações Divulgadas”) a certos potenciais investidores e aos membros
de um comitê ad hoc (o “Grupo Ad Hoc”) composto por titulares e gestores de investimento de
titulares (em conjunto, os “Titulares”) de 8,500% senior notes com vencimento em 2018 e de
8,375% senior notes com vencimento em 2022 (os “Títulos”) emitidos pela Companhia. O
Grupo Ad Hoc declarou que os Titulares detêm a maioria dos Títulos. Mediante assinatura de
acordo de confidencialidade junto aos Titulares, celebrado em 18 de setembro de 2013, e
acordos de confidencialidade individuais (em conjunto com o Acordo de Confidencialidade, os
“Acordos de Confidencialidade”) celebrados junto a outros certos potenciais investidores, a
Companhia concordou em divulgar publicamente as Informações Divulgadas após o término do
prazo previsto nos Acordos de Confidencialidade. A informação aqui divulgada está sendo
fornecida a fim de cumprir com a obrigação da Companhia nos termos dos Acordos de
Confidencialidade.
A Companhia continua avaliando alternativas para a reestruturação de seu endividamento.
Informação Importante
As Informações Divulgadas não deverão ser consideradas como uma indicação de que a
Companhia ou qualquer outra pessoa tenha considerado, ou considere, essa informação como
uma previsão real de resultados futuros, e não constitui uma admissão ou declaração por
qualquer pessoa de que tal informação é relevante ou que as expectativas, entendimentos,
opiniões e premissas que a permeiam permanecem os mesmos desde a data de divulgação e as
informações contidas neste material podem ter sido superadas por eventos subsequentes desde
a data ali indicada. Os leitores são alertados a não confiarem nestes materiais e devem observar
às informações atualmente públicas da Companhia.
Projeções/ Informações Futuras
Projeções estão incluídas no material anexo. Tais projeções não foram examinadas por
auditores.
As projeções e outros materiais aqui previstos contêm certas indicações que são “indicações
futuras”. Tais indicações estão sujeitas a premissas, riscos e incertezas, muitos dos quais estão

SP - 10208555v1

e estarão além do controle da Companhia, incluindo a continuidade de disponibilidade de
capacidade de contratação de empréstimos suficientes ou outros financiamentos para custear o
pagamento futuro de dívidas, regulamentações governamentais existentes e futuras e atos de
órgãos governamentais, desastres naturais e condições climáticas adversas e outras condições
competitivas e de mercado.
Estas indicações refletem a data ali mencionada e não representam garantia de desempenho
futuro. Resultados e desenvolvimentos reais podem diferir materialmente das expectativas
expressas ou implícitas nas indicações futuras, e a Companhia não se compromete a atualizar
quaisquer indicações divulgadas.
As projeções, embora apresentadas com dados numéricos específicos, estão necessariamente
baseadas em várias estimativas e premissas que, apesar de serem consideradas razoáveis pela
Companhia, podem não ser verificadas e estão fundamentalmente sujeitas a significantes
incertezas e contingências negociais, econômicas, competitivas, da indústria, regulatórias, de
mercado e financeiras, muitas das quais estão e estarão além do controle da Companhia. A
Companhia alerta que nenhuma declaração pode ser ou é prestada em relação à precisão das
informações financeiras históricas ou das projeções ou da capacidade da Companhia em atingir
os resultados projetados. Algumas premissas podem se mostrar imprecisas. Adicionalmente, os
eventos e circunstâncias cuja ocorrência seja subsequente à data na qual as projeções tenham
sido preparadas podem ser diferentes daqueles assumidos ou, alternativamente, podem não ter
sido antecipados, e, portanto, a ocorrência destes eventos poderá afetar os resultados
financeiros de maneira significativamente adversa ou benéfica.
Informações Contábeis (Non-GAP)
As informações financeiras refletidas nas Informações Divulgadas não pretendem representar a
condição financeira da Companhia de acordo com os princípios contábeis geralmente aceitos nos
Estados Unidos da América ou em qualquer outro país. Os auditores independentes da
Companhia não auditaram nem revisaram as Informações Divulgadas (exceto à medida que
determinadas informações financeiras históricas podem ter sido em parte derivadas das
demonstrações financeiras anuais históricas da Companhia).
Obrigações de Financiamento
A Companhia está vinculada a vários contratos e outros interesses aos quais ela está obrigada a
cumprir, alguns dos quais incluem obrigações de financiamento. Caso a Companhia não seja
capaz de financiar tais obrigações, seus interesses em certos contratos-chave e acordos de
associações podem ficar comprometidos. A Companhia reserva todos os seus direitos em

SP - 10208555v1

relação a qualquer argumento legal ou de outra natureza que possa ser oponível com vistas à
preservação de seus interesses.
Propostas de Acordo
As Informações Divulgadas incluem uma série de propostas de acordo realizadas. Tais propostas
de acordo não devem ser consideradas de maneira alguma. As discussões de acordo entre a
Companhia e os Titulares encerraram-se sem que se tenha chegado a um consenso e as
propostas da Companhia foram retiradas.
Apresentação de Informações Técnicas
As Informações Divulgadas incluem slides fornecidos pelo Scotiabank com informações sobre
Tubarão Martelo (TBMT), Tubarão Azul (TBAZ), BS-4, Parnaíba (Maranhã) e Exploration. Tais
slides foram produzidos a partir de informações fornecidas pela Companhia. Scotiabank é um
dos assessores dos Titulares.

SP - 10208555v1

October 28, 2013
Introduction
In connection with negotiations relating to the restructuring of its outstanding indebtedness,
OGX Petróleo e Gás Participações S.A. (together with its subsidiaries and affiliates, the
“Company”) has, since September 18, 2013, provided certain prospective investors and the
members of an ad hoc committee (the “Ad Hoc Group”) of certain holders and investment
managers for holders (collectively, the “Holders”) of the 8.500% senior notes due 2018 and the
8.375% senior notes due 2022 (the “Notes”) issued by the Company with certain non-public
information relating to the Company (the “Disclosed Information”). The Ad Hoc Group has
represented that the Holders hold a majority of the Notes. Pursuant to a confidentiality agreement
with the Holders dated as of September 18, 2013, and separate confidentiality agreements
(collectively with the Confidentiality Agreement, the “Confidentiality Agreements”) executed
with certain other prospective investors, the Company agreed to publicly disclose the Disclosed
Information after the expiration of a period set forth in the Confidentiality Agreements. The
information disclosed herein is being furnished to comply with the Company’s obligations under
the Confidentiality Agreements.
The Company is continuing to evaluate options for restructuring its outstanding indebtedness.
Important Note
The Disclosed Information should not be regarded as an indication that the Company or any
other person considered, or now considers, this information to be predictive of actual future
results, and does not constitute an admission or representation by any person that such
information is material, or that the expectations, beliefs, opinions and assumptions that underlie
these materials remain the same as of the date of this disclosure and the information or as of the
date indicated contained in these materials may have been superseded by subsequent
developments. Readers are cautioned not to place undue reliance on these materials and are
referred to the Company’s current public disclosure.
Projections/ Forward Looking Information
Projections are included in the material set forth herein. Such projections have not been
examined by auditors.
The projections and other material set forth herein contain certain statements that are “forwardlooking statements”. These statements are subject to a number of assumptions, risks, and
uncertainties, many of which are and will be beyond the control of the Company including the
continuing availability of sufficient borrowing capacity or other financing to fund future
principal payments of debt, existing and future governmental regulations and actions of

K&E 28311485.3

government bodies, natural disasters and unusual weather conditions and other market and
competitive conditions.
These statements speak as of the date indicated and are not guarantees of future performance.
Actual results or developments may differ materially from the expectations expressed or implied
in the forward-looking statements, and the Company undertakes no obligation to update any such
statements.
The projections, while presented with numerical specificity, are necessarily based on a variety of
estimates and assumptions which, though considered reasonable by the Company, may not be
realized and are inherently subject to significant business, economic, competitive, industry,
regulatory, market and financial uncertainties and contingencies, many of which are and will be
beyond the Company’s control. The Company cautions that no representations can be made or
are made as to the accuracy of the historical financial information or the projections or to the
Company’s ability to achieve the projected results. Some assumptions may prove to be
inaccurate. Moreover, events and circumstances occurring subsequent to the date on which the
Projections were prepared may be different from those assumed, or, alternatively, may have been
unanticipated, and thus the occurrence of these events may affect financial results in a materially
adverse or materially beneficial manner.
Non-GAAP Information
The financial information reflected in the Disclosed Information does not purport to present the
Company’s financial condition in accordance with accounting principles generally accepted in
the United States or any other country. The Company’s independent accountants have not
audited or performed any review procedures on the Disclosed Information (except insofar as
certain historical financial information may have been derived in part from the Company’s
historical annual financial statements).
Funding Obligations
The Company has various contracts and other interests that it is required to comply with, some of
which include funding obligations, In the event the Company is unable fund its obligations, its
interests in certain key contacts and joint venture agreements may be compromised. The
Company reserves all of its rights with respect to any legal or other arguments that may be
asserted in connection with preserving its interests.
Settlement Proposals
The Disclosure Information includes various settlement proposals made. These settlement
proposals should not be relied upon in any manner. Settlement discussions between the Company
and the Holders have concluded without an agreement and the offers from the Company have
been rescinded.

2

Technical Information Presentation
The Disclosed Information includes slides from Scotiabank with TBMT, TBAZ, BS-4, Parnaiba
(Maranhao) and Exploration data. These slides were produced from data provided by the
Company. Scoitiabank is an advisor to the Holders.

3

Rio de Janeiro | 23 October 2013 |

PRESENTATION TO ROTHSCHILD

Sale price of USD450mm for 40% stake compares to ~USD575mm based on the updated project
NPV, which implies a ~22% discount, and is ~USD10mm higher than NPV based on the lower
D&M production curve

•

Acquisition cost grossed up at a 10% discount rate to January 2015

Conservatively assumes a disposal price based on the acquisition cost of USD270mm plus
$112mm of invested CapEx

Farm-outs of TBMT and BS-4 would provide sufficient proceeds to fund the remainder of the business
plan post April 2014

In addition, the Company evaluates farm-out options of the Colombian fields, but no such farm-out is
currently included in the business plan and remains as an potential upside

•

Business plan includes additional farm-out of half of OGX’s 40% stake in BS-4 for ~USD217mm at the
end of January 2015 to provide additional liquidity while reducing future BS-4 capital calls (prior to BS-4
CapEx ramp-up beginning in 2015)

Compares to USD750mm purchase price plus USD150mm of CapEx reimbursements under the
existing Petronas agreement (ignores the additional USD100mm production linked cash that was
excluded in prior business plan)

•

Business plan includes 40% farm-out of TBMT for USD450mm in April 2014

OGX continues to evaluate farm-out opportunities of TBMT, BS-4 and the Colombian fields

plan

OGX is evaluating a number of farm-out opportunities to fully fund the mid- to long-term business

BUSINESS PLAN UPDATE

To illustrate the need of near-term financing, any capital raise from either debt or equity financing is excluded
from the following slides (except for Maranhao deal)

Productive meetings have been held with several capital providers and progress is being made on
structure, terms and timing

OGX is currently in discussions with several capital providers to provide potential ACC and/or DIP financing

For illustrative purposes, Company currently expects to run out of cash during the last week of
December with a cash shortfall of ~USD13mm

To satisfy near-term liquidity in 1Q14 OGX needs ~USD250mm of additional debt or equity financing through
April 2014 (cash need peak of ~USD215mm in January plus minimum cash and potential interest expenses on
new debt)

New capital from either debt or equity financing is required to bridge near term liquidity in 1Q14

NEAR TERM LIQUIDITY

$147.7
443.0
3.9
0.0
(20.4)
0.0
$0.0
0.0
0.0
0.0
$574.2
$413.1
($12.8)
$400.3

Proceeds from Maranhao and Others
M&A Activity
Interest Income
Derivative Liquidation
Restructuring Fees and Expenses
Cash Interest

Proceeds from Debt Issuance
Draw-down of ACC facility
Amort./Maturity/Paydown of LT Debt
Repayments of ACC facility
Total M&A/Financing Cash Flow

Net Cash Flow

Beginning Cash Balance
Ending Cash Balance

$400.3
$218.6

($181.7)

$0.0
0.0
0.0
0.0
$222.8

$218.6
$115.1

($103.5)

$0.0
0.0
0.0
0.0
$1.9

$0.0
0.0
1.9
0.0
0.0
0.0

(0.6)
(130.2)
(175.0)
(6.1)
0.0
($105.3)

(2.5)
(273.0)
(111.3)
(7.4)
(82.0)
($404.5)
$0.0
216.8
6.0
0.0
0.0
0.0

0.0
(0.5)
(29.7)

(42.3)
11.2
62.8

(0.0)
23.4
(49.0)
(15.0)
(0.2)
(189.0)
(104.2)
(10.1)
0.0
($161.1)

($14.0)

$517.4
(168.4)
(51.0)
(41.1)
(6.1)
$250.9

($0.0)

$329.3
(183.5)
(30.4)
(41.1)
(34.3)
$40.0

$105.0
$98.0

5,457.9
$5,280.0

FY 2016

($7.1)

$517.4
(211.6)
(48.0)
(41.2)
(26.6)
$190.1

Key Financials
Revenue
COGS
Royalties and Special Participation
Administrative G&A
Exploration Expense
EBITDA

$105.0
$98.0

3,087.8
$3,360.0

FY 2015

Cash Taxes
Change in Working Capital
Reduction (increase) of receivable accounts
Reduction (increase) of Oil inventories
Increase (reduction) of suppliers
Payment to past-due Suppliers
Exploration Capex
Development Capex TBMT
Development Capex BS4
G&A Allocated to PP&E
Abandonment Cost
Operational Free Cash Flow

$105.0
$98.0

5,043.7
$5,280.0

FY 2014

Brent Future Price Benchmark ($/bbl)
Average Realized Oil Price ($/bbl)

Key Operating Metrics
Total Production (kbbl)
Total Sales (kbbl)

$115.1
$314.6

$199.5

$0.0
0.0
0.0
0.0
$3.0

$0.0
0.0
3.0
0.0
0.0
0.0

(124.9)
0.0
(66.9)
(3.7)
0.0
$196.5

(25.3)
(4.9)
(26.1)

($48.3)

$846.1
(214.7)
(87.6)
(41.1)
(6.1)
$496.7

$105.0
$94.9

9,125.1
$8,960.0

FY 2017

$314.6
$688.7

$374.1

$0.0
0.0
0.0
0.0
$7.5

$0.0
0.0
7.5
0.0
0.0
0.0

(124.8)
0.0
0.0
0.0
0.0
$366.6

(25.3)
(3.5)
(16.2)

($71.2)

$1,033.6
(243.8)
(116.5)
(59.5)
(6.1)
$607.7

$105.0
$92.0

11,192.6
$11,200.0

FY 2018

$688.7
$1,149.3

$460.6

$0.0
0.0
0.0
0.0
$0.0

$0.0
0.0
0.0
0.0
0.0
0.0

0.0
0.0
0.0
0.0
0.0
$460.6

0.0
12.6
0.0

($53.5)

$921.0
(251.5)
(102.4)
(59.5)
(6.1)
$501.4

$105.0
$92.6

9,610.1
$9,920.0

FY 2019

LONG-TERM CASH FLOW SUMMARY – NO FINANCING

$1,149.3
$1,445.4

$296.1

$0.0
0.0
0.0
0.0
$0.0

$0.0
0.0
0.0
0.0
0.0
0.0

(95.0)
0.0
0.0
0.0
0.0
$296.1

25.3
0.6
0.0

($38.5)

$789.4
(245.1)
(88.2)
(47.6)
(4.9)
$403.7

$105.0
$92.5

8,496.7
$8,480.0

FY 2020

October 7, 2013

Project Olympic
Presentation to Note Holder Advisors

Blackstone/Lazard

17

IV. Update on Restructuring Issues

4
11

Updates to Business Plan

II.

2

III. Revised Business Plan

Executive Summary

I.

Table of Contents

Project Olympic

1

• Further dialogue with EBX and its advisors

diligence, legal/structural analysis, and receipt of first term sheet

Blackstone/Lazard

• Continuing progress towards incremental financing, including additional outreach, facilitation of due

suppliers and updated 13 week cash flow projections

• Ongoing refinement of liquidity status and outlook, including identification of most critical near-term

• Comprehensive update of business plan, including the identification of significant cost opportunities

• Negotiations with Eneva regarding the sale of OGX Maranhão

• Receipt, review and disclosure of new D&M reserve report on Tubarão Martelo

• Progressing hook-up activity at Tubarão Martelo, with first oil on schedule for the first half of November

Over the last three weeks the Company and its advisors have made important progress on several fronts,
including:

OGX and its advisors appreciate the opportunity to meet again with the Note holder group's
advisors to provide an update on recent developments and continue restructuring-related
discussions.

Executive Summary

Project Olympic

3

No financing assumed at this time, as amount and timing remain uncertain

Blackstone/Lazard

5

Based on the current status of negotiations with Eneva, OGX Maranhão is assumed to be sold in a two-stage
process with initial proceeds of $91 million in January 2014 and the receipt of an additional $82 million paid
in monthly increments between July 2015 and April 2016
• Aggregate proceeds in the sale amount to $173 million
• Original business plan assumed sale for $180 million in November 2013

Reduced cumulative SG&A (2014 to 2018) from $703 million to $452 million mainly through reductions in
headcount, rent and other expenses

Since the meeting on September 18, OGX has updated several assumptions in its business plan.

Business Plan Update Overview

Project Olympic

SG&A Comparison (2014-2018)
(US$ Millions)

Business Plan
Original Current

Delta

Blackstone/Lazard

OGX management has strongly reduced SG&A in the last quarter of 2013 and projects gradual yearly
reductions thereafter
• SG&A forecast of approximately $100 million in 2014, with further reductions in future years
• These revisions assume termination of approximately 150 employees by the end of October 2013
and other corporate adjustments

There have been targeted reductions in SG&A that reduced headcount, rent, and other expenses.

Adjustments to SG&A

Project Olympic

6

(1)

1,379.2
10.0%

(99.0)
–
$168.4

($217.1)
(9.2)
(8.3)

$862.4
(274.3)
(86.1)
–
(0.1)
$501.9
58.2%

$105.0
(4.8%)
100.0
2.0
98.0

24.1
8,800.0

24.8
9,096.6

2016

(111.4)
–
$452.0

–
–
1.5

$940.8
(272.5)
(106.3)
–
(0.1)
$561.9
59.7%

$105.0
(4.8%)
100.0
2.0
98.0

26.3
9,600.0

26.1
9,516.8

2017

(76.8)
–
$333.1

–
–
(11.2)

$784.0
(279.1)
(83.7)
–
(0.1)
$421.1
53.7%

$105.0
(4.8%)
100.0
2.0
98.0

22.0
8,000.0

22.5
8,228.8

2018

Shown before applying tax attributes at the operating company, which has significant tax-loss carry forwards.

________________________________________________

NPV
Discount Rate

(29.3)
–
($288.6)

$548.8
(311.7)
(50.6)
–
(0.1)
$186.4
34.0%

(76.3)
–
$89.1

$705.6
(290.9)
(65.4)
–
(0.1)
$349.2
49.5%

Key Financials
Revenue
COGS
Administrative G&A
Exploration Expense (Rental)
EBITDA
% Margin

$105.0
(4.8%)
100.0
2.0
98.0

($455.1)
(13.7)
23.2

$105.0
(4.8%)
100.0
2.0
98.0

% Discount to Brent Future Price Benchmark
Quality-Adjusted Oil Price ($/bbl)
Freight and Insurance Costs ($/bbl)
Net Realizable Oil Price ($/bbl)

15.1
5,600.0

14.1
5,146.4

2015

($187.5)
(13.7)
17.4

19.7
7,200.0

Daily Sales (kbblpd)
Total Sales (kbbl)

Capex
Taxes(1)
Abandonment Cost
FCF

19.4
7,073.1

2014

Key Operating Drivers
Average Production (kbblpd)

(US$ Millions)

Tubarão Martelo – 10-Year Forecast (Business Plan)

Project Olympic

(72.4)
–
$355.8

–
–
20.0

$784.0
(294.4)
(81.3)
–
(0.1)
$408.2
52.1%

$105.0
(4.8%)
100.0
2.0
98.0

22.0
8,000.0

20.7
7,555.2

2019

(54.3)
–
$227.7

–
–
(34.0)

$627.2
(252.9)
(58.1)
–
(0.1)
$316.1
50.4%

$105.0
(4.8%)
100.0
2.0
98.0

17.6
6,400.0

19.3
7,079.8

2020

(35.7)
–
$251.9

–
–
26.3

$627.2
(307.7)
(58.0)
–
(0.1)
$261.3
41.7%

$105.0
(4.8%)
100.0
2.0
98.0

17.6
6,400.0

16.2
5,901.8

2022

7

(15.7)
–
$171.8

–
–
6.8

$548.8
(317.2)
(50.8)
–
(0.1)
$180.7
32.9%

$105.0
(4.8%)
100.0
2.0
98.0

15.4
5,600.0

15.0
5,471.1

2023

Blackstone/Lazard

(45.9)
–
$237.9

–
–
(7.5)

$627.2
(277.7)
(58.1)
–
(0.1)
$291.4
46.5%

$105.0
(4.8%)
100.0
2.0
98.0

17.7
6,400.0

17.7
6,467.9

2021

984.0
10.0%

NPV
Discount Rate

(1)

(58.1)
–
$111.6

($217.1)
(9.2)
8.9

$741.6
(284.5)
(69.9)
–
(0.1)
$387.0
52.2%

$110.0
(4.5%)
105.0
2.0
103.0

19.6
7,200.0

20.8
7,610.2

2016

(77.2)
–
$399.8

–
–
(3.1)

$824.0
(260.1)
(83.7)
–
(0.1)
$480.1
58.3%

$110.0
(4.5%)
105.0
2.0
103.0

22.0
8,000.0

21.8
7,961.7

2017

(52.8)
–
$342.7

–
–
12.5

$741.6
(291.4)
(67.2)
–
(0.1)
$383.0
51.6%

$110.0
(4.5%)
105.0
2.0
103.0

19.7
7,200.0

18.9
6,884.2

2018


________________________________________________

(12.3)
–
($387.3)

$412.0
(244.9)
(37.3)
–
(0.1)
$129.7
31.5%

(54.9)
–
$71.7

$659.2
(301.5)
(59.7)
–
(0.1)
$297.9
45.2%

Key Financials
Revenue
COGS
Administrative G&A
EBITDA
% Margin

$110.0
(4.5%)
105.0
2.0
103.0

($455.1)
(13.7)
(36.0)

$110.0
(4.5%)
105.0
2.0
103.0


11.2
4,000.0

($194.5)
(13.7)
37.0

17.4
6,400.0

Total Sales (kbbl)

11.8
4,305.4

2015

Capex
Taxes(1)
Abandonment Cost
FCF

16.2
5,917.3

2014


(US$ Millions)

(41.4)
–
$285.5

–
–
2.8

$659.2
(275.3)
(59.7)
–
(0.1)
$324.1
49.2%

$110.0
(4.5%)
105.0
2.0
103.0

17.4
6,400.0

17.3
6,320.6

2019

Tubarão Martelo – 10-Year Forecast (DeGolyer & MacNaughton Forecast)

Project Olympic

(30.3)
–
$216.3

–
–
(19.5)

$576.8
(258.3)
(52.2)
–
(0.1)
$266.1
46.1%

$110.0
(4.5%)
105.0
2.0
103.0

15.2
5,600.0

16.2
5,922.9

2020

(9.0)
–
$157.5

–
–
(11.7)

$494.4
(271.4)
(44.8)
–
(0.1)
$178.1
36.0%

$110.0
(4.5%)
105.0
2.0
103.0

13.0
4,800.0

13.5
4,937.4

2022

8

(1.5)
–
$142.1

–
–
10.0

$494.4
(315.9)
(44.8)
–
(0.1)
$133.6
27.0%

$110.0
(4.5%)
105.0
2.0
103.0

13.0
4,800.0

12.5
4,577.1

2023

Blackstone/Lazard

(21.0)
–
$225.9

–
–
8.0

$576.8
(285.6)
(52.2)
–
(0.1)
$238.9
41.4%

$110.0
(4.5%)
105.0
2.0
103.0

15.3
5,600.0

14.8
5,411.0

2021

Blackstone/Lazard

10

Near term liquidity projections show 13-week cash flow forecast through year end 2013
• Cash balances and cash flows exclude OGX Maranhão, as cash is not currently expected to flow in or out prior to a sale
At the end of September, OGX had ~$82 million (~R$180 million) in unrestricted cash
• “First Oil” at Martelo projected for mid-November, with initial sales in January (beyond the current projection period)
• Sale of Maranhão assets assumed to close in January (also beyond the current projection period)
• Assumes Eneva (MPX) will not make ~$16 million reimbursement payment to OGX in October
Assumes ~$89 million of expected cash disbursements to suppliers through year end, which payments are only made to
critical vendors who currently perform services at the Martelo field to get first oil production up and running
Assumes that OGX will dispute and not make a ~$17 million import tax payment otherwise due in October related to OSX-3
Weekly cash flow forecast does not yet include any proceeds from a DIP loan, nor impact of a judicial recovery proceeding,
due to current uncertainties in amount and timing
• Judicial recovery analysis in process, but will likely increase near term cash need

Thirteen week cash flow analysis is based on the following assumptions.

OGX Weekly Cash Flow (as of September 30)

Project Olympic

(1)
(2)
(3)

180
$2,425

410

1,426
1,081
278
(223)
(113)
(532)

Original
($82)

159
$2,723

649

1,379
1,072
281
(223)
(92)
(420)

Current
($82)

Business Plan

(21)
$299

239

(47)
(9)
3
–
21
112

Delta
$–

More refined deal discussions

Based on change in tax attributes

Termination of employees and other SG&A realignment
Termination of employees and other SG&A realignment

Increase in diesel costs
Capex from 2013 delayed and pushed to 2014

Comments

2P D&M reserve levels
would imply Tubarão
Martelo NPV of $984
million and enterprise
value $2.3 billion

Blackstone/Lazard

Illustrative as of 1/1/2014. Based on NPV of each project using a 10% discount rate. Exploration Project is discounted at 20%.
Increase in cumulative loss from R$3.0B in May 2013 to R$6.9B in July 2013; increase due to R$3.6B impairment in June 2013 and OSX settlement.
Sale of OGX Maranhão in the current business plan assumes initial equity proceeds of $91 million received in January 2014 and additional payments of $82
million between July 2015 and April 2016. All payments are discounted at a 10% discount rate. The sale of OGX Maranhão in the original business plan was
assumed to occur in November 2013. NPV does not include the $3 million in proceeds from the stock purchase of Parnaíba B.V.

________________________________________________

Maranhão Sale
Enterprise Value

(3)

Tax Attributes(2)

Tubarão Martelo
Atlanta (BS-4)
Exploration Project
Exploration Capex
Corporate Exploration Expense
Corporate SG&A

(US$ Millions)
Tubarão Azul

Illustrative Valuation(1)

OGX base case operating model suggests an enterprise value of $2.7 billion. The original business
plan suggested an enterprise value of $2.4 billion.

Valuation Summary

Project Olympic

11

($156.5)
($224.4)

Ending Cash Balance

(1)
(2)

Cash is shown before potential farm-outs, financings and sales.
Does not include the $3 million in proceeds from the stock purchase of Parnaíba B.V.

________________________________________________

($67.9)

Net Change in Cash

(21.5)
(43.7)
(0.2)
(235.2)
(19.2)
(82.0)
($141.4)

Cash Taxes
Exploration Capex
Development Capex
Abandonment Cost

(2)

$705.6
(290.9)
(65.4)
(61.4)
(27.6)
$260.3

Key Financials
Revenue
COGS
Administrative G&A
Exploration Expense
EBITDA

397.4
(7.0)
–
–
16.8
(27.3)
(13.3)
(293.2)
$73.5

$105.0
98.0


M&A/Financing Cash Flows:
Sale of Maranhão (Gross Proceeds)
Unitization Payment to BP
Tubarão Martelo Farm-Out
Financial Income
Cash Interest
Mandatory Amortization
Total M&A/Financing Cash Flows

7,073.1
7,200.0

2014E

Total Sales (kbbl)

(US$ Millions)

($224.4)
($627.1)

($402.7)

49.1
–
–
–
–
–
–
–
$49.1

16.0
137.6
(2.5)
(677.7)
(19.2)
–
($451.8)

$548.8
(311.7)
(50.6)
(61.3)
(31.3)
$93.9

$105.0
98.0

5,146.4
5,600.0

2015E

Long-Term Cash Flow Summary (Business Plan)(1)

Project Olympic

($627.1)
($838.8)

($211.6)

32.7
–
–
–
–
–
–
–
$32.7

(42.2)
(49.8)
(0.6)
(567.0)
(16.5)
–
($244.4)

$862.4
(274.3)
(86.1)
(61.3)
(8.9)
$431.8

$105.0
98.0

9,096.6
8,800.0

2016E

($838.8)
($352.7)

$486.1

–
–
–
–
–
–
–
–
–

(128.4)
(53.5)
(124.9)
(133.9)
(8.8)
–
$486.1

$1,532.2
(381.8)
(158.7)
(49.0)
(7.2)
$935.4

$105.0
94.4

16,346.9
16,320.0

2017E

($352.7)
$484.8

$837.5

–
–
–
1.8
–
–
–
–
$1.8

(170.8)
(44.1)
(124.8)
–
–
–
$835.7

$1,882.2
(427.4)
(216.8)
(56.8)
(5.8)
$1,175.4

$105.0
91.6

20,739.5
20,480.0

2018E

12

$1,374.1
$1,903.1

$529.1

–
–
–
–
–
–
–
–
–

(99.9)
(39.7)
(95.0)
–
–
–
$529.1

$1,359.4
(400.3)
(158.0)
(33.8)
(3.5)
$763.6

$105.0
91.7

15,577.4
14,720.0

2020E

Blackstone/Lazard

$484.8
$1,374.1

$889.3

–
–
–
–
–
–
–
–
–

(139.1)
21.8
–
–
–
–
$889.3

$1,685.1
(443.9)
(190.7)
(39.8)
(4.1)
$1,006.6

$105.0
92.1

17,709.1
18,240.0

2019E

($156.5)
($239.0)

Ending Cash Balance

(1)
(2)

Cash is shown before potential farm-outs, financings and sales.
Does not include the $3 million in proceeds from the stock purchase of Parnaíba B.V.

________________________________________________

($82.5)

Net Change in Cash

(6.2)
(23.5)
(0.2)
(242.2)
(19.2)
(82.0)
($164.2)

Cash Taxes
Exploration Capex
Development Capex
Abandonment Cost

(2)

$659.2
(301.5)
(59.7)
(61.4)
(27.6)
$209.0

Key Financials
Revenue
COGS
Administrative G&A
Exploration Expense
EBITDA

397.4
(7.0)
–
–
16.8
(19.1)
(13.3)
(293.2)
$81.7

$105.0
103.0


M&A/Financing Cash Flows:
Sale of Maranhão (Gross Proceeds)
Tubarão Martelo Farm-Out
Financial Income
Cash Interest
Mandatory Amortization
Total M&A/Financing Cash Flows

5,917.3
6,400.0

2014E

Total Sales (kbbl)

(US$ Millions)

($239.0)
($746.0)

($507.0)

49.1
–
–
–
–
–
–
–
$49.1

27.5
78.5
(2.5)
(677.7)
(19.2)
–
($556.1)

$412.0
(244.9)
(37.3)
(61.3)
(31.3)
$37.2

$105.0
103.0

4,305.4
4,000.0

2015E

($746.0)
($1,024.5)

($278.5)

32.7
–
–
–
–
–
–
–
$32.7

(11.5)
(32.5)
(0.6)
(567.0)
(16.5)
–
($311.2)

$741.6
(284.5)
(69.9)
(61.3)
(8.9)
$316.9

$105.0
103.0

7,610.2
7,200.0

2016E

($1,024.5)
($600.9)

$423.7

–
–
–
–
–
–
–
–
–

(104.4)
(58.0)
(124.9)
(133.9)
(8.8)
–
$423.7

$1,415.4
(369.4)
(136.2)
(49.0)
(7.2)
$853.6

$105.0
96.4

14,791.8
14,720.0

2017E

Long-Term Cash Flow Summary (DeGolyer & MacNaughton Forecast)(1)

Project Olympic

($600.9)
$237.6

$838.5

–
–
–
0.4
–
–
–
–
$0.4

(154.0)
(20.4)
(124.8)
–
–
–
$838.1

$1,839.8
(439.6)
(200.3)
(56.8)
(5.8)
$1,137.3

$105.0
93.0

19,394.9
19,680.0

2018E

13

$1,047.4
$1,558.7

$511.3

–
–
–
–
–
–
–
–
–

(82.2)
(25.2)
(95.0)
–
–
–
$511.3

$1,309.0
(405.7)
(152.2)
(33.8)
(3.5)
$713.7

$105.0
92.7

14,420.6
13,920.0

2020E

Blackstone/Lazard

$237.6
$1,047.4

$809.8

–
–
–
–
–
–
–
–
–

(117.4)
4.6
–
–
–
–
$809.8

$1,560.3
(424.8)
(169.1)
(39.8)
(4.1)
$922.5

$105.0
92.9

16,474.5
16,640.0

2019E

IV. Update on Restructuring Issues

September 2013

Project Olympic
Presentation to Note Holders

Relevant Restructuring Issues

II.

Appendix

Business Plan Summary

I.

Table of Contents

Project Olympic

29

21

2

Blackstone

1

Strengthen balance sheet by focusing on debt restructuring and asset allocation
Focus capital and other resources on Tubarão Martelo and Atlanta
Develop four recently acquired exploration blocks from Brazil’s 11th Round Auctions
Expand partnerships with reputable international majors who bring experience and resources
Buy early assets, find oil and monetize

Looking Ahead: Reset and Resize Our Ambitions

Strained cash position

Significant drop in market value

Over-ambitious targets

Recent Past: Too Much Optimism, Not Enough Oil

OGX: Addressing Near-Term Challenges

Project Olympic
I. Business Plan Summary

Blackstone

3

Petróleo e
Gás S.A.

Leasing contracts with OSX

blocks

OGX operates 23 of those
OGX operates 23 of those
blocks

27 blocks

Concessions for 27 blocks

99.99%

50.2%

Basin

66.67%

MPX holds 33.3%

MPX holds 33.3%

OGX operates all blocks

OGX operates all blocks

Free Float

Maranhão
Petróleo e Gás
S.A.

Petróleo e Gás
Participações S.A.

49.8%

8 blocks the Parnaíba Basin
8 blocks in in the Parnaíba

OGX Ownership and Corporate Structure

Project Olympic

OGX
Austria

100%

100%

Blackstone

International

4

2

1

(1)
(2)
(3)

8

Round(1)

5

7

Current Portfolio(2)

11th Bidding

3

4

8

7

6

5

4

3

2

2 offshore blocks

Ceará Basin

2 offshore blocks

Potiguar Basin

5 onshore blocks

Colombian Basins

3 offshore blocks

Espírito Santo Basin

5 offshore blocks

Pará-Maranhão Basin

3 offshore blocks

Santos Basin

8 onshore blocks

Parnaíba Basin

7 offshore blocks

Campos Basin

Four blocks acquired in the 11th bidding round.
BS-4 and blocks from 11th bidding round are awaiting ANP approval.
Shown at 100% ownership, assuming no Petronas transaction.

________________________________________________

6

1

OGX Asset Overview: Diversified Asset Portfolio

Project Olympic

Exploration Project 11th bidding round
prospects (Mboe)
Ceará Basin
Potiguar Basin
Parnaíba (Bn m³)
Colombia - Lower Magdalena Valley (Bn m³)

Unrisked net to OGX recoverable volume (P50)

Prospects

Tulum accumulation (Mboe)
Parnaíba Gas Discoveries (Bn m³)

Estimated net to OGX recoverable volume (P50)

Discoveries

Total Oil (Mboe)
Tubarão Martelo Field(3)
Atlanta Field
Oliva Field
Total Gas (Bn m³)
Gavião Real, Azul and Branco fields

Estimated net to OGX recoverable volume (P50)

Production and Development Assets

Blackstone

362
1,193
39
152

1,553

70
3.9

238
126
88
24
6.8
6.8

5

(1)

Block BM-C-40

Production wells drilled

Exploration wells drilled


________________________________________________

Block BM-C-39

Expected decline rate: 8-10% per year

Expected initial production per well: 5-7 kboepd

7 production wells + 3 water injection wells

Start-up expected for 4Q13 (OSX-3 delivered
September 2013)

Water depth of 120 meters

Oil Quality: 21° API

Permeability: 100 mD

Geology: Albo-Cenomanian Carbonate

Estimated net recoverable volume of ~126 Mboe(1)

Blackstone

Financial closing still pending (financial condition
and volumes)

OGX entered into a strategic agreement with
Petronas to sell a 40% stake in BM-C-39 and BM-C40 blocks for up to $850 million

Strategic Partnership with Petronas

Blocks BM-C-39 and BM-C-40 in the Campos Basin

Development: Tubarão Martelo Field

Project Olympic

6

Chains 5 and 6

FPSO mooring

Well 8H connection

•

•

•

$16 million
$25 million (Oct and Nov)
$25 million
$12 million
$25 million
$103 million

OSX-3 Taxes Payment:

OSX-3 O&M + Leasing:

GE:

Wellstream:

Other:

Total

•

•

•

•

•

•

Main Expenditures to First Oil

First oil in second half of November

Piles 5 and 6

•

Activities to First Oil

Blocks BM-C-39 and BM-C-40 in the Campos Basin

Development: Tubarão Martelo Field (cont’d)

Project Olympic

Blackstone

7

BS-4 Block in the Santos Basin

Development: Atlanta and Oliva Fields

Project Olympic

+ 30% Barra Energia

Blackstone

8

• Ownership: 40% OGX + 30% QGEP (Operator)

Concession Agreement:

Atlanta start-up expected for 2015/16

Water depth of ~1,500 meters

Oil Quality: 13.5–15.5° API

Permeability: 5,000 mD (Atlanta); 3,000 mD
(Oliva)

Geology: Eocene Sandstone

Oliva: Estimated net recoverable volume of 24
Mboe

Atlanta: Estimated net recoverable volume of 88
Mboe

Block BM-C-41

Campos Basin

Production wells drilled

Exploration wells drilled

Production: Tubarão Azul Field

Project Olympic

–

TBAZ-1HP

Average per
offshore well
(kboepd)

11.0

60

–

Total

60
OGX-68HP

1Q12
OGX-26HP

Effective
Production Days

11.0

6.6

126

–

47

79

2Q12

9.1

5.8

149

–

92

57

3Q12

9.3

5.1

184

–

92

92

4Q12

10.2

4.2

233

74

73

86

1Q13

10.9

3.4

16

–

–

16

Apr-13

1.8

5.0

42

–

11

31

May-13

6.8

9

4.6

6

–

3

3

Jul-13

0.9

Blackstone

4.8

60

–

30

30

Jun-13

9.7

Average Quarterly / Monthly Production (kboepd)

Estimated recoverable volume of ~5.3 Mboe (4.8 Mboe
already produced)
Geology: Albian Carbonate
Permeability: 10 mD
Oil Quality: 21° API
Water depth of 140 meters
Average daily cost (last quarter): ~$423k

Parnaíba Basin

Production: Maranhão

Project Olympic

Devonian
Sandstone
70 mD
0.60
Onshore
73.5%

Geology
Permeability
Density
Location
Last Quarter
Op. Margin

Onshore

0.60

10 mD

Devonian
Sandstone

0.7 bn m³

Gavião Azul

Onshore

0.60

70 mD

Devonian
Sandstone

1.2 bn m³

Gavião Branco

Jan-13

3.2

Feb-13

5.5

Mar-13

6.8

Apr-13

12.1

May-13

11.4

Jun-13

13.3

Blackstone

Jul-13

12.8

Gavião Real Average Monthly Production (kboepd)

5.2 bn m³ (0.3
bn m³ already
produced)

Estimated net
recoverable
volume

Gavião Real

10

Tubarão Azul

Tubarão Martelo

(1)
(2)

Expl. Proj.

Excludes Oliva field.

Tubarão Azul
Tubarão Martelo(1)
Atlanta
Exploration Project
Total(2)

Recoverable Volumes

Atlanta

0

20

40
6

19 14

25

Tubarão Azul

Partners
Mbbl
%
0.0
0%

56%

388.5

306.6

100%
40%
50%

126.1
88.3
174.1

44%

0%
60%
50%

0.0
132.5
174.1

OGX
Mbbl
%
0.0
0%

1M13
12M13
11M14
10M15
9M16
8M17
7M18
6M19
5M20
4M21
3M22
2M23
1M24
12M24
11M25
10M26
9M27
8M28
7M29
6M30
5M31
4M32
3M33

________________________________________________

0

10,000

20,000

2013

60

2014

30,000

2016

80
45

57
49

43

37 33
29 27

Tubarão Martelo

695.2

126.1
220.8
348.3

Total
Mbbl
0.0

2017

40,000

2018

100

2019

50,000

2020

120

2021

60,000

2022

140

2023

70,000

50

Atlanta

2024

160

2025

80,000

79 78 77 74

2026

180

2015

Average Production (kbbl/d)

59

Blackstone

Expl. Proj.

2027

90,000

Production Curve (bbl/d)

2028

Production Curve

2029

Project Olympic

2030
11

$486

175
(31)
(252)
$486

300
0
0

$114

Tubarão
Martelo

$1,426

(1)
(2)
(3)
(4)
(5)

Atlanta
(BS-4)

Expl. Proj.
(Bid)(2)

Tubarão
(3)
Azul

($82)
($122)

Debt

($300)

$410

Tax Attributes(4)

NPV
NPV
Exploration Corporate
(Inc. 11th SG&A and
Opex(5)
Round Bid)

($336)

($532)

Corporate SG&A and Opex

$2,431

Blackstone

NPV OGX
(No Upsides)

Additional equity from Equity Rights Offering net of fees and expenses.
Exploration project from 11th bid round (cash flows discounted @ 20% py).
Tubarão Azul reflects estimated abandonment costs.
Tax attributes valued using a 10% discount rate applied to the tax-affected usage of net loss carry-forwards. The applicable tax rate is 34%.
Includes corporate SG&A, corporate opex and tax attributes.

________________________________________________

Cash
(01/01/14)

New Equity
Operating CF
Capex
Cash Jan-14 (EOP)

(1)

Cash Sep-13 (BOP)
Maranhão
Secured Debt
Petronas Farm-Out
Petronas Reimb.

$1,081

$278

(US$ Millions)
Illustrative valuation using a 10% discount rate for Tubarão Martelo and Atlanta and a 20% discount rate for the
exploration project

Illustrative OGX Valuation at Beginning of Year 2014

Project Olympic

12

(1)

–
–
($218.2)

($222.6)
(14.0)
18.4

–
–
–
–
–
–
n/m

$105.0
(14.3%)
90.0
2.0
88.0

–
–

–
–

2015

–
–
($359.6)

($350.0)
(20.2)
10.6

–
–
–
–
–
–
n/m

$105.0
(14.3%)
90.0
2.0
88.0

–
–

–
–

2016

$105.0
(14.3%)
90.0
2.0
88.0

34.2
12,480.0

34.3
12,510.7

2018

(102.4)
–
$94.2

($133.9)
(9.0)
(86.4)

(199.4)
–
$624.7

–
(1.3)
(3.1)

$591.4 $1,098.2
(108.8)
(147.7)
(55.8)
(121.2)
(0.8)
(0.8)
–
–
$426.0
$828.5
72.0%
75.4%

$105.0
(14.3%)
90.0
2.0
88.0

18.4
6,720.0

18.6
6,830.1

2017

2019

(153.0)
–
$495.7

–
–
0.0

$901.1
(149.1)
(102.8)
(0.6)
–
$648.6
72.0%

$105.0
(14.3%)
90.0
2.0
88.0

28.0
10,240.0

27.8
10,153.9


________________________________________________

–
–
($29.5)

($1.3)
(0.4)
(27.8)

Capex

Taxes(1)
Abandonment Cost
FCF

–
–
–
–
–
–
n/m

Key Financials
Revenue
Opex
Administrative G&A
EBITDA
% Margin

$105.0
(14.3%)
90.0
2.0
88.0

–
–

Total Sales (kbbl)


–
–

2014


(US$ Millions)

Atlanta (BS-4) – 10-Year Forecast

Project Olympic

(112.9)
–
$402.3

–
(0.6)
22.5

$732.2
(147.1)
(91.3)
(0.4)
–
$493.3
67.4%

$105.0
(14.3%)
90.0
2.0
88.0

22.7
8,320.0

23.2
8,497.6

2020

(86.8)
–
$301.2

–
–
(3.6)

$619.5
(152.1)
(75.6)
(0.2)
–
$391.6
63.2%

$105.0
(14.3%)
90.0
2.0
88.0

19.3
7,040.0

19.3
7,032.4

2021

13

(54.4)
–
$215.2

–
–
4.2

$478.7
(160.2)
(53.0)
(0.2)
–
$265.4
55.4%

$105.0
(14.3%)
90.0
2.0
88.0

14.9
5,440.0

14.5
5,283.4

2023

Blackstone

(68.0)
–
$248.7

–
–
(0.9)

$535.0
(155.2)
(62.0)
(0.2)
–
$317.7
59.4%

$105.0
(14.3%)
90.0
2.0
88.0

16.6
6,080.0

16.5
6,029.6

2022

(1)

($86.5)
(0.5)
0.6
–
–
($86.5)

–
–
($73.8)

–
–
–
–
–
–
n/m

($79.9)
(0.6)
6.7

–
–
–
–
–
–
n/m

$105.0
–
105.0
2.5
102.5

–
–
($453.6)

($484.9)
(2.0)
33.2

–
–
–
–
–
–
n/m

$105.0
–
105.0
2.5
102.5

–
–

–
–

2024

$105.0
–
105.0
2.5
102.5

55.9
20,400.0

56.4
20,588.0

2026

$105.0
–
105.0
2.5
102.5

57.0
20,800.0

57.0
20,805.0

2027

$105.0
–
105.0
2.5
102.5

56.8
20,800.0

57.0
20,862.0

2028

$105.0
–
105.0
2.5
102.5

55.9
20,400.0

55.6
20,297.1

2029

$105.0
–
105.0
2.5
102.5

42.7
15,600.0

42.6
15,567.1

2030

$105.0
–
105.0
2.5
102.5

30.7
11,200.0

30.7
11,188.2

2031

(199.0)
–
($75.5)

($471.8)
(1.7)
(139.2)

(429.4)
–
$873.8

($341.7)
(1.3)
11.0

(409.3)
–
$916.8

($308.2)
(1.4)
9.3

(375.3)
–
$938.6

($265.3)
(1.2)
9.8

(349.5)
–
$905.0

($277.2)
(1.3)
(1.1)

–
–
7.7

14

(157.7)
–
$640.2

Blackstone

(255.1)
–
$713.4

($221.0)
(1.1)
11.0

$943.0 $2,091.0 $2,132.0 $2,132.0 $2,091.0 $1,599.0 $1,148.0
(120.0)
(191.8)
(189.0)
(183.8)
(180.5)
(176.6)
(212.7)
(86.7)
(264.0)
(316.4)
(377.4)
(376.3)
(242.6)
(145.0)
(0.1)
(0.1)
(0.1)
(0.1)
(0.1)
(0.1)
(0.1)
–
–
–
–
–
–
–
$736.2 $1,635.1 $1,626.4 $1,570.6 $1,534.0 $1,179.7
$790.2
78.1%
78.2%
76.3%
73.7%
73.4%
73.8%
68.8%

$105.0
–
105.0
2.5
102.5

25.1
9,200.0

25.3
9,269.2

2025


________________________________________________

Capex
Taxes(1)
Abandonment Cost
FCF

Key Financials
Revenue
Opex
Administrative G&A
EBITDA
% Margin

$105.0
–
105.0
2.5
102.5

–
–

–
–

Total Sales (kbbl)


–
–

2023

–
–

2022


(US$ Millions)

Exploration Project – 10-Year Forecast

Project Olympic

II.

Relevant Restructuring Issues

Blackstone

October’s forecast includes $103 million required to start production at Tubarão Martelo and $28
million in proportionate commitments for BS-4
• Many vendors are currently past due
• Past due vendors have an ability to file papers with the Brazilian court that could disrupt the
process by forcing a liquidation hearing
• Accounts payable balance was R$743 million at the end of August 2013
Approximately R$73 million is 30 to 60 days past due and R$10 million is more than 60 days
past due

OGX and Blackstone are actively discussing a near-term secured debt financing in connection with a
restructuring.

Financing Status

Project Olympic
II. Relevant Restructuring Issues

16

Blackstone

On September 9, 2013, the controlling shareholder filed a dispute notice per the terms of the put
agreement
• The dispute will enter an arbitration proceeding if after 60 days an agreement is not reached

OGX exercised the full $1.0 billion put on September 5, 2013
• OGX requested $100 million in immediate funding

Requires EBX and Eike Batista to purchase approximately 322 million shares at R$6.3 per share
• Put can be exercised in multiple tranches
• Following the exercise, EBX and Eike Batista have a 60 day challenge period
Parties enter arbitration if there is no agreement during the challenge period

In October 2012, OGX’s controlling shareholder granted a $1.0 billion equity put right to OGX.

OGX Put

Project Olympic

17

Blackstone

OGX and Petronas continue discussions regarding a modified farm-out arrangement, including:
• Purchase price adjustment (due to reduction of volume after interpretation of data coming from 6 production
wells drilled)
• New conditions precedent (filing of judicial recovery, support agreement, closing of judicial recovery, etc.)
• Standstill
18

Petronas has made public statements that a debt restructuring must occur before the deal can be finalized and that
it will require full clarity on the debt restructuring before making any decisions

Petronas has not funded the requisite capital of its Brazilian subsidiary as required for ANP approval

Certain contractual provisions include
• Representation that OGX has adequate financial health to operate Tubarão Martelo
• Petronas has a termination right following a judicial recovery or extra-judicial recovery filing by OGX or OSX
• Upon closing, Petronas has liens and a negative pledge clause on Tubarão Martelo and BS-4

The agreement provides for a $250 million payment upon approval by ANP
• $500 million payment upon initial production of oil
• $100 million upon achieving production milestones (40, 50, 60 kbbl/day)
Achieving these production milestones was based on higher reserve estimates (approximately 200 Mboe)
and operation of WHP-2

On May 6, 2013, OGX entered into a farm-out for 40% of Tubarão Martelo with Petronas for up to
$850 million.

Farm-Out of Tubarão Martelo

Project Olympic

Blackstone

OSX-2
• Intended for exploration and development at Tubarão Gato, Areia, and Tigre
• Lease term expires in 2033
• Annual lease of $153 million
NPV @ 10% of $1.3 billion
• OSX has a termination right following judicial recovery by OGX (OSX may argue that OGX has no termination
right)
• A termination event entitles OSX-2 Leasing B.V. to seek payment of the “Termination Sum” per section 16.2 of
the charter agreement, or common law damages
“Termination Sum” includes amounts outstanding on the underlying OSX-2 financing
• Approximate outstanding financing on OSX-2 of $600 million

OSX-1
• Deployed for production at Tubarão Azul. First oil in 2012.
• Lease term expires in 2030
• Annual lease of $96 million
NPV @ 10% of $0.8 billion
• OSX has a termination right following judicial recovery by OGX (OSX may argue that OGX has no termination
right)
• A termination event entitles OSX-1 Leasing B.V. to seek payment of the “Termination Sum” per section 16.2 of
the charter agreement, or common law damages
“Termination Sum” includes amounts outstanding on the underlying OSX-1 financing
• Approximate outstanding financing on OSX-1 of $300 million

OSX will likely assert claims for damages upon termination or breach of the OSX agreements. OSX
lenders may have a role in the claim definition.

OSX Summary

Project Olympic

19

Blackstone

OGX has initiated discussions with OSX regarding potential restructuring claims in connection with
termination of OSX-1, OSX-2 and WHP-2
• OSX has indicated that they believe the aggregate claim for termination of OSX-1, OSX-2 and
WHP-2 would be $2.6 billion, which appears to include a claim of $500 million to $600 million for
termination of WHP-2

WHP-2
• Intended use was Tubarão Martelo
• Reduced reserve estimate (from 200 Mboe to 126 Mboe) eliminates need for WHP-2

OGX no longer requires the use of WHP-2 at Tubarão Martelo.

OSX Summary (cont’d)

Project Olympic

20

Judicial recovery process
• Stay period of up to 180 days
• DIP financing protections can be given to
lenders
• Requires >50% approval of creditors
present at the creditors meeting
• Filing and implementation requires
shareholder consent
• Allows OGX to restructure more than one
group of creditor claims, including the OSX
contracts, but provides no unilateral right
to reject contracts
• Certainty of process

Blackstone

Extra-judicial recovery process
• Plan is submitted to one class or a group of
creditors
• DIP financing protections are not available
• Requires 60% approval of affected
creditors
• Does not allow for treatment of the OSX
contracts
• Limited experience in Brazil

Brazil provides the option of restructuring through a judicial recovery process or an extra-judicial
recovery process.

Jurisdiction

Project Olympic

21

$120.1
(3.5)
(12.3)
(1.8)
(1.7)
$100.8
84.0%
($64.5)
(0.4)
5.9
(0.7)
–
$41.2

Key Financials
Revenue
Opex
Administrative G&A
Exploration Expense
EBITDA
% Margin

Capex
Taxes
Abandonment Cost
FCF

(1)

–
(0.6)
(1.8)
1.6
–
$79.4

$106.9
(7.5)
(10.4)
(4.1)
(4.6)
$80.2
75.0%

3.9
1,421.6

2015

–
–
0.0
1.4
–
$76.7

$99.0
(6.1)
(9.6)
(3.6)
(4.5)
$75.3
76.0%

3.5
1,282.7

2016

($9.9)
–
4.9
2.2
–
$69.0

$99.1
(3.5)
(9.5)
(6.2)
(8.1)
$71.7
72.4%

3.5
1,284.8

2017

($29.6)
(1.8)
0.7
(2.0)
–
$31.9

$99.1
(7.5)
(11.1)
(7.6)
(8.2)
$64.6
65.2%

3.5
1,286.8

2018

Not included in consolidated financials because of projected sale in November 2013 for $180 million.

________________________________________________

4.5
1,628.3

2014

Average Production (MM m³ / day)
Total Production (MM m³)

(US$ Millions)

Maranhão – 10-Year Forecast(1)

Project Olympic
Appendix

($29.6)
(1.2)
4.1
(2.2)
–
$37.1

$99.1
(6.1)
(11.2)
(7.4)
(8.4)
$66.1
66.7%

3.5
1,288.7

2019

($29.6)
(1.8)
0.3
(3.5)
–
$33.8

$99.1
(3.5)
(11.4)
(7.6)
(8.3)
$68.3
68.8%

3.5
1,290.1

2020

($29.6)
(1.6)
(0.0)
(3.3)
–
$30.0

$99.2
(7.5)
(11.2)
(7.6)
(8.3)
$64.6
65.1%

3.5
1,291.5

2021

23

($19.7)
(1.9)
(9.5)
(9.2)
–
$28.2

$99.2
(3.5)
(11.4)
(7.6)
(8.2)
$68.5
69.0%

3.5
1,294.5

2023

Blackstone

($29.6)
(1.9)
0.2
(4.9)
–
$29.8

$99.2
(6.1)
(11.3)
(7.7)
(8.2)
$66.0
66.5%

3.5
1,292.6

2022

Included in the settlement is the ability of OGX to walk away
from its current WHP-2 contract in the event of an OSX
bankruptcy (NPV of contract equal to ~$1 billion)
• OGX can also terminate contract if OSX does not deliver
the unit by April 2015

The settlement represents a 50% discount to the $894
million potential OSX claim
• $539 million claim related to contract termination for
WHP-1, OSX-4 and OSX-5
• $355 million claim related to contract modification for
OSX-3 at Tubarão Martelo
• 70% of the settlement went to the construction of OSX-3

Agreement settled contracts for OSX-4, OSX-5, WHP-1, WHP3 and WHP-4
• OGX pursued settlement in order not to delay OSX-3
delivery
• Replacing OSX-3 with different FPSO in the market was
not considered a viable option given the required time to
build and deliver a unit (doing so would reduce NPV to
OGX and require an additional $450 million in cash by
2016)

$355
$894
$449
$445
50%

Total Claim
Payment from OGX to OSX
Discount Over Total Claim
% Discount

Blackstone

$1,869
FPSO = 13y; WHP = 12y
FPSO = $383K / day; WHP = $395K / day

$1,514
FPSO = 20y; WHP = 25y
FPSO = $426K / day; WHP = $407K / day

$334
31
12
6
$384
97
58
$539

Claim 2

NPV OSX post-deal
Contract Terms
Average Day Rates

2 Change in Tubarão Martelo's NPV
NPV OSX pre-deal
Contract Terms
Average Day Rates

1 Contract Termination (WHP-1, OSX-4 and OSX-5)
Incurred Capex up to March 31, 2013
Direct Costs
Indirect Costs
Interests
Other
Total Incurred Capex
Committed Capex after March 31, 2013
OSX 15% IRR
Claim 1

All data in US$ Millions, unless otherwise stated

OGX-OSX Settlement Analysis

In June 2013, OGX cancelled several equipment contracts with OSX for $449 million after it was
discovered that three of OGX’s fields were no longer economically viable.

OSX Settlement

Project Olympic

$300 million of senior secured debt
Timing: On or about the commencement of a judicial recovery filing

Maintain >50% ownership in OGX prior to dilution from restructuring
Agree to vote in favor of filing for judicial recovery
Agree to authorize issuance of new shares for restructuring
Settlement of Put option agreement with OGX
Releases from participants in restructuring from claims related to restructuring
Brazilian judicial recovery
ANP has not indicated that it will terminate OGX concessions as a result of the restructuring or otherwise
challenge the restructuring

•
•
•
•
•
•
•

Obligations of Controlling
Shareholder

Considerations for Controlling
Shareholder

Restructuring Venue / Process

Condition Precedent

(1)
(2)

Equity ownership prior to dilution due to equity rights offering.
Prior to management incentive plan.
Blackstone

90% unsecured creditors (1) (2)
10% existing shareholders

•
•

Pro Forma Equity Ownership

________________________________________________

Requires further diligence
OSX management has indicated that it believes its claim is $2.6 billion

•
•

US Note holders
Suppliers (approximate)
Sub-total
OSX claim for OSX-1, OSX-2 and WHP-2
Total (pari passu)

•
•

Conversion of Debt to Equity

$3.6 billion
$546 million
$4.2 billion
$0.9 billion - $2.6 billion
$5.1 billion - $6.8 billion

Notes of $3.6 billion to be converted to equity
Timing: Concurrent with restructuring in December 2013

•
•
•

Equity Rights Offering

Unsecured Creditors

$200 million
Timing: Concurrent with consummation of restructuring in December 2013
May be back-stopped/subscribed by the Note holders or third-party investors

•
•

Interim Debt Financing

Key Aspects of Restructuring Proposal

Summary Term Sheet

Project Olympic
Restructuring Overview

1

Equity Ownership At High OSX Claim ($2.6 billion)

US Note holder Value Recovery at Increased OSX Claims Amount
(US$ Millions)
Participation in
Rights Offering
OSX Claim
0.0%
100.0%
$900
37.9%
39.7%
$2,600
28.4%
30.2%

Blackstone

2

Amount % of Total
Own. %
$1,028.6
42%
737.5
30%
266.7
11%
154.7
6%
243.1
10%
$2,430.5
100%

(US$ Millions)
Shareholders:
US Note holders
OSX Claim
Rights Offering Investors
Suppliers Claim
Existing Shareholders
Total

(US$ Millions)
Shareholders:
US Note holders
OSX Claim
Suppliers Claim
Total

Amount % of Total
Own. %
$1,373.3
57%
340.9
14%
266.7
11%
206.6
9%
243.1
10%
$2,430.5
100%

Equity Ownership At Low OSX Claim ($0.9 billion)

Recovery Analysis (cont’d)

Project Olympic
Case 1: No Farm-Out to Petronas and Sale of Maranhão

($119)
$233
$114

Ending Cash Balance

–
–
–
–
–
–
–

Sep-13
($0)
(14)
(35)
(28)
–
(11)
–
(35)
0
4
($119)

Net Change in Cash

Petronas Payment
Petronas Capex Reimbursement
Maranhão Sale
Senior Debt (Interim Capital Raise)
Equity Rights Offering Proceeds
M&A/Financing Cash Flows

(US$ Millions)
Tubarão Martelo EBITDA
Total G&A (incl. capitalized)
Tubarão Martelo Capex
BS-4 Capital Call
Tubarão Azul Abandonment Cost
OSX-1 Payments
Signing Bonus Refund
Change in Working Capital (excl. Maranhão)
Other Cash Flows
Maranhão Free Cash Flow
Net Change in Cash before M&A/Financing

$114
$323

$210

–
–
–
300
–
–
$300

Oct-13
($0)
(14)
(103)
(28)
–
–
5
45
(1)
5
($90)

$323
$401

$77

–
–
180
–
–
–
$180

Nov-13
($0)
(13)
(29)
(28)
–
–
–
(22)
(11)
0
($103)

$401
$486

$486
$447

($39)

–
–
–
–
–
–
–

–
–
–
–
200
(25)
$175
$85

Jan-14
$32
(16)
(12)
(0)
(82)
–
–
45
(6)
0
($39)

Dec-13
($0)
(13)
(27)
(28)
–
–
–
(9)
1
(14)
($90)

$447
$384

($63)

–
–
–
–
–
–
–

Feb-14
($0)
(21)
(12)
(0)
–
–
–
(29)
1
(1)
($63)

Blackstone believes that management’s business plan provides sufficient liquidity for OGX.

Pro Forma Near-Term Liquidity Projections

Project Olympic

Blackstone

$233
$384

$151

3

–
–
180
300
200
(25)
$655

Cumulative
$32
(91)
(218)
(112)
(82)
(11)
5
(5)
(16)
(5)
($503)

–
(7.0)
12.9
(2.5)
(24.0)
($20.6)
($77.2)
$485.9
$408.7

Financing/M&A Cash Flows:
Petronas Payments
Financial Income
Net Financial Disbursements
Cash Interest
Total Financing/M&A Cash Flows

Net Change in Cash

Beginning Cash Balance(2)

Ending Cash Balance(2)

(2)

(1)

($49.9)

$408.7

($458.6)

($523.7)

($49.9)

($473.8)

–
–
7.3
(2.8)
(24.0)
($19.4)

(30.9)
(141.2)
(14.4)
–
($454.4)

(586.1)
(0.6)

(153.3)
$318.9

472.2

$862.4

$105.0
98.0

9,096.6
8,800.0

2016E

$13.4

($523.7)

$537.1

–
–
3.0
(3.0)
(24.0)
($24.0)

(11.2)
2.7
(129.2)
–
$561.1

(133.9)
(124.9)

(73.3)
$957.6

1,030.9

$1,532.2

$105.0
94.2

16,346.9
16,320.0

2017E

$807.3

$13.4

$793.9

–
–
6.0
(2.6)
(24.0)
($20.5)

(4.8)
(89.1)
(167.6)
–
$814.5

–
(124.8)

(59.7)
$1,200.7

1,260.4

$1,882.2

$105.0
91.6

20,739.5
20,480.0

2018E

$1,678.3

$807.3

$871.0

–
–
17.6
(2.8)
(24.0)
($9.2)

–
(1.3)
(133.7)
–
$880.2

–
–

(45.8)
$1,015.2

1,061.0

$1,685.1

$105.0
92.0

17,709.1
18,240.0

2019E

Blackstone

4

$2,341.4

$1,678.3

$663.0

–
–
29.4
(2.5)
(24.0)
$2.9

(2.1)
11.3
(110.9)
–
$660.1

–
(95.0)

(31.3)
$856.8

888.1

$1,437.8

$105.0
92.0

15,577.4
15,520.0

2020E

Corporate expenses include Opex, Administrative G&A, and Exploration Expense. SG&A is held flat until 2016 and then is reduced with the implementation of
Tubarão Martelo.
Cash is shown before potential farm-outs, sales, or financings.

________________________________________________

(32.1)
228.3
–
–
($442.9)

(12.3)
(2.1)
–
(82.0)
($56.5)

–
–
10.8
(2.5)
(24.0)
($15.7)

(689.0)
(2.5)

(93.1)
(0.2)

Development Capex
Exploration Capex
G&A Allocated to PP&E(1)
Cash Taxes
Abandonment Cost

230.3
(178.0)
$52.3

$548.8

325.3

$627.2

Key Financials
Revenue

$105.0
98.0

5,146.4
5,600.0

2015E

(192.1)
$133.2

$105.0
98.0


Project-Level EBITDA
Corporate Expenses(1)
Consolidated EBITDA

6,559.0
6,400.0

2014E

Total Sales (kbbl)

(US$ Millions)

Long-Term Cash Flow Summary

Project Olympic

Case 2: Farm-Out to Petronas and Sale of Maranhão

Uses
Cash to Balance Sheet

8.00%

Post-Emergence Debt:
Total New Debt

(1)
(2)

Pro forma for $300 million debt offering and $180 million Maranhão sale.
Illustrative.

________________________________________________

Total Capitalization

Equity Value(2)

Total Debt

8.50%
8.38%

$3,926.0

$–

$3,926.0

$300.0
$300.0

$2,563.0
1,063.0
$3,626.0

PreEmergence

$2,730.0

($3,626.0)

$–
$–

($2,563.0)
(1,063.0)
($3,626.0)

Restructuring
Adjustments

709.3
$909.3

Interest
Rate

Estimated Fees and Expenses
Total Uses

$200.0

Notes:
2018 Senior Unsecured Notes
2022 Senior Unsecured Notes
Total Notes

Pro Forma Capitalization - As of 12/31/13

Sources
Equity Rights Offering
Existing Cash on Balance Sheet(1)
Total Sources

Sources & Uses - At 12/31/13

(US$ Millions)

Restructuring Sources and Uses and Pro Forma Capitalization

Project Olympic

Blackstone

$3,030.0

$2,730.0

$300.0

$300.0
$300.0

$–
–
$–

6

Pro Forma

25.0
$909.3

$884.3

Own. %
57%
14%
10%
9%
10%
100%

Shareholders:
US Note holders
OSX Claim
Suppliers Claim
Total

(1)

Recovery as % of Face

Debt/Equity Exchange:
Equity
Rights Offering Equity Value
Less: Rights Offering Investment
Total

Face Value of Notes

Distributable equity post allocation to Rights Offering Investors and Existing Shareholders.

________________________________________________

$200.0
25%
$266.7

US Note holder Value Recovery
(US$ Millions)

(US$ Millions)
US Note holder Claim
OSX Claim
Suppliers Claim
Total Unsecured Claim

(US$ Millions)
Rights Offering
Rights Offering Discount - %
Implied Equity Value

$1,566.0
388.7
266.7
235.6
273.0
$2,730.0

Summary of Unsecured Claims

Rights Offering Overview

Equity (1)
$1,566.0
388.7
235.6
$2,190.3

Allocated

43.2%

$1,566.0
–
–
$1,566.0

Blackstone

45.0%

7

$1,566.0
266.7
(200.0)
$1,632.7

Participation in
Rights Offering
0.0%
100.0%
$3,626.0
$3,626.0

Amount % of Total
$3,626.0
71.5%
900.0
17.7%
545.5
10.8%
$5,071.5
100.0%

Claim

The following illustrative recoveries and pro forma ownership are based on an assumed valuation of
OGX of approximately $2.7 billion

Recovery Analysis

Project Olympic

($119)
$233
$114

Ending Cash Balance

–
–
–
–
–
–
–

Sep-13
($0)
(14)
(35)
(28)
–
(11)
–
(35)
0
4
($119)

Net Change in Cash

Petronas Payment
Petronas Capex Reimbursement
Maranhão Sale
Equity Rights Offering Proceeds
M&A/Financing Cash Flows

(US$ Millions)
Tubarão Martelo EBITDA
Total G&A (incl. capitalized)
Tubarão Martelo Capex
BS-4 Capital Call
Tubarão Azul Abandonment Cost
OSX-1 Payments
Signing Bonus Refund
Change in Working Capital (excl. Maranhão)
Other Cash Flows
Maranhão Free Cash Flow
Net Change in Cash before M&A/Financing

$114
$323

$210

–
–
–
300
–
–
$300

Oct-13
($0)
(14)
(103)
(28)
–
–
5
45
(1)
5
($90)

$323
$401

$401
$884

$484

–
200
(25)
$573

–
–
–
$180
$77

$250
148

Dec-13
($0)
(13)
(27)
(28)
–
–
–
(9)
1
(14)
($90)
–
–

Nov-13
($0)
(13)
(29)
(28)
–
–
–
(22)
(11)
0
($103)

$884
$1,346

$462

–
–
–
$500

$500
–

Jan-14
$32
(16)
(12)
(0)
(82)
–
–
45
(6)
0
($38)

$1,346
$1,285

($62)

–
–
–
–

–
–

Feb-14
($0)
(21)
(12)
(0)
–
–
–
(29)
2
(1)
($62)

Blackstone believes that management’s business plan provides sufficient liquidity for OGX.

Pro Forma Near-Term Liquidity Projections

Project Olympic

Blackstone

$233
$1,285

$1,052

8

300
200
(25)
$1,553

$750
148

Cumulative
$32
(91)
(218)
(112)
(82)
(11)
5
(5)
(15)
(5)
($502)

Project Olympic

Summary Term Sheet
New Financing

•
•
•

$300 million (assuming Martelo farmout as described below)
Timing of funding consistent with the Company’s liquidity needs
Form of financing TBD

Conversion of
Debt to Equity

•

• Residual debt if any to be determined by provider of new capital
Concurrent with completion of a restructuring

•

$3.6 billion

US Note holders

$0.5 billion


$4.1 billion

Sub-total

$[ ]

OSX claim1

$[ ] billion

Unsecured
Creditors

Total (pari passu)

Pro Forma Equity
Ownership

•
•

90% unsecured creditors2
10% existing shareholders3

Obligations of
Controlling
Shareholder

•
•
•
•

Cause the resignation of the board of directors of OGX in full immediately upon
its emergence from Restructuring

Consideration for
Controlling
Shareholder

•
•


Restructuring
Venue / Process

•


Condition
Precedent

•

ANP has not indicated that it will terminate OGX concessions as a result of the
restructuring or otherwise challenge the restructuring

Farmout of
Martelo

•
•

Company will propose a farmout to Petronas for 40% of Martelo
Key Terms include
• $300 million payable at filing of judicial recovery
• $300 million payable upon approval of the judicial recovery plan by the
General Creditors Assembly
• Reimbursement of 40% of expenses post- May 1, 2013
• Elimination of WHP-2
• Elimination of pledge commitment for 40% of Martelo and 20% of BS-4

Releases

•

The plan of reorganization would contain mutual releases from participants in
Restructuring from claims related to Restructuring and prior actions to the extent
permitted by applicable law

1

In connection with termination of OSX-1, OSX-2, WHP-2 and the strategic cooperation agreement, among other things.
Prior to dilution for management incentive plan and new capital.
3
After dilution for management incentive plan and new capital.
2

1
#85164961v2

Project Olympic
Governance

•

Bylaws and governance of the reorganized Company must be satisfactory to the
Ad-Hoc Group

Business Plan

•

Business plan for material oil & gas assets and contractual commitments
associated therewith to be subject to the consent of the Ad-Hoc Group

CRO

•

Appointment of a Chief Restructuring Officer by and for OGX and its
subsidiaries, acceptable to the Ad-Hoc Group at its sole discretion after
consultation with the Controlling Shareholder

Listing

•

The shares of (restructured) OGX to remain listed on the Bovespa

2
#85164961v2

Project Olympic

Draft – Confidential

Summary Term Sheet
New Financing

•
•
•

$300 million (assuming Martelo farmout as described below)
Timing of funding consistent with the Company’s liquidity needs
Form of financing TBD

Conversion of
Debt to Equity

•

• Residual debt if any to be determined by provider of new capital
Concurrent with completion of a restructuring

•

$3.6 billion

US Note holders

$0.5 billion


$1.0 billion

OSX claim1

$5.1 billion

Unsecured
Creditors

Total (pari passu)

Pro Forma Equity
Ownership

•
•

90% unsecured creditors2
10% existing shareholders3

Warrants to
Existing OGX
Shareholders

•

OGX shareholders to receive 5 year warrants to acquire 15% of fully diluted
reorganized OGX equity, at a strike price based upon a $1.5 billion OGX
enterprise value

Obligations of
Controlling
Shareholder

•
•
•
•

Cause the resignation of the board of directors of OGX in full immediately upon
its emergence from Restructuring

Consideration for
Controlling
Shareholder

•
•


Restructuring
Venue / Process

•


Condition
Precedent

•

ANP has not indicated that it will terminate OGX concessions as a result of the
restructuring or otherwise challenge the restructuring

Farmout of
Martelo

•
•

Company will propose a farmout to Petronas for 40% of Martelo
Key Terms include
• $300 million payable at filing of judicial recovery
• $300 million payable upon approval of the judicial recovery plan by the
General Creditors Assembly
• Reimbursement of 40% of expenses post- May 1, 2013
• Elimination of WHP-2
• Elimination of pledge commitment for 40% of Martelo and 20% of BS-4

1

In connection with termination of OSX-1, OSX-2, WHP-2 and the strategic cooperation agreement, among other things.
Prior to dilution for management incentive plan and new capital.
3
After dilution for management incentive plan and new capital. Before issuance of warrants.
2

1
#85164961v2

Project Olympic

Draft – Confidential

Releases

•

The plan of reorganization would contain mutual releases from participants in
Restructuring from claims related to Restructuring and prior actions to the extent
permitted by applicable law

Governance

•

Bylaws and governance of the reorganized Company must be satisfactory to the
Ad-Hoc Group

Business Plan

•

Business plan for material oil & gas assets and contractual commitments
associated therewith to be subject to the consent of the Ad-Hoc Group

CRO

•

Appointment of a Chief Restructuring Officer by and for OGX and its
subsidiaries, acceptable to the Ad-Hoc Group at its sole discretion after
consultation with the Controlling Shareholder

Listing

•

The shares of (restructured) OGX to remain listed on the Bovespa

2
#85164961v2

Document 15.2.1.1.7 from the VDR

2


3


4


5

Document 14.1.1.2 from the VDR

6


7


8


9


10


11

Document 14.1.3.3 from the VDR (Page 8)

13

Document 14.2.2.2 in the VDR (Page 5)

14


15

1,068

Total Opex - OGX Maranhão - 70%

881

1,259

0

1,259

120

12

33

310

355

29

33

722

784

2014

1,879

2,685

1,426

1,259

120

12

33

310

355

29

33

722

784

2015

Average Monthly Opex - OGX Maranhão - 70% - 2014-2016 (000'sR$/month)

1,526

0

1,526

OPEX TOTAL with Workover (100%)

Workover

OPEX TOTAL without Workover (100%)

280

24

ADM. FEE EST. S/AQUISIÇOES

Consumíveis

65

310

399

PROCUREMENT TEAM

EQ. OPERAÇÃO - MANUT. UNID. COLETORA

O&M

66
59

SOBRESSALENTES

722

847

2013

SERVIÇOS

EQUIPE DE OPERAÇÃO - UNID. COLETORA

UTG Operação

Opex Breakdown (100%; R$ 000s/month)

Required Figures

GVR CAPEX
·
2013 ~ R$ 51 MM (sep - dez)
·
2014 - R$ 246 MM + R$ 25 MM (Wells) = R$
271 MM

GVB CAPEX
·
2013 - R$ 3 MM(sep - dez)
·
2014 - R$ 30 MM + R$ 65 MM (Wells) =R$ 95
MM
·
2015 - R$ 20 MM

1,426

1,516

2,166

907

1,259

120

12

33

310

355

29

33

722

784

2016

16


Ok to remove red circles.
18

Document 14.1.4.1 in the VDR (Pages 6 and 9)

19

Document 15.2.2.1.2 in the VDR (Page 29)

21

Document 15.2.2.1.1 in the VDR (Page 10)

22

Only need Ring Fence Outline
And Pmean outline


24


25

30000

OGX Sensitivities as of September 2013
25000
OGX Reservoir Complexity Sensitivity
OGX Minimal CAPEX Sensitivity (4
Producers Only)

Bbl/day

20000

15000

10000

5000

0
nov-13

nov-14

nov-15

nov-16

nov-17

nov-18

nov-19

nov-20

nov-21

nov-22

nov-23

nov-24

nov-25

nov-26

Plano ogx-disclosure

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