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You may recall that back in mid-January I began an article by observing that "It seems that BP (NYSE: BP ) is either a glutton for punishment or on its way toward center stage." Unfortunately, we now know the correct response.
The article dealt with an agreement that apparently had been hatched between the British oil giant and Rosneft, Russia's state-owned oil company. It seems that, in a $16 billion deal, the pair had agreed to exchange 5% of BP's shares -- which would go to Rosneft -- along with a 9.5% stake in Rosneft for BP. The pair would then jointly explore Russia's frigid -- after all, it is the Arctic -- but promising South Kara Sea.
Deal develops difficulties
There was, as you'll recall, a serious rub that quickly developed and, to say the least, threatened the deal: BP is a 50-50 partner with a group of Russian billionaires who operate as Alfa-Access-Renova, or AAR. The joint venture, TNK-BP, was formed in 2003 and has frequently turned out to be anything but a bed of roses.
In fact, in 2008 the relationship between the two sides became so contentious that I'd have bet my firstborn -- or perhaps something of less value -- that the Russians (likely the AAR oligarchs and the country's authorities working hand-in-hand) would force BP to sell its interests in TNK-BP to, say, OAO Gazprom, the Kremlin-controlled natural gas giant. Recall, that in late 2006, the authorities, who often operate with sharp elbows, had forced Royal Dutch Shell (NYSE: RDS-B ) into a below-market sale of its operating position in the country's Sakhalin-2 project.
It's also important to recall that during TNK-BP's 2008 contretemps, BP's current CEO, Bob Dudley, held the same three-letter title in the joint venture. Nevertheless, as events heated up -- in part with discovering BP had conducted secret talks with Gazprom about a relationship with the big state-owned gas company -- Russian authorities refused to renew his work visa, almost certainly at the behest of the AAR partners. He was therefore forced to find a location outside the country to serve as his command post.
That arrangement lasted until -- abruptly and surprisingly -- Dudley passed management of TNK-BP off to the de facto leader of the oligarchs, Mikhail Fridman, and his comrades. Dudley's minor meal of crow clearly was worthwhile for BP, if only because the venture constitutes a quarter of its global production and a fifth of its total reserves.
BP still comes back for more
Fast-forwarding past last year's horrific BP and Transocean (NYSE: RIG ) Gulf of Mexico tragedy, albeit with appropriate reverence, BP's then-CEO Tony Hayward has been replaced by Dudley. At the same time, we should take the time to peruse a Monday Wall Street Journal article on BP's latest saga in Russia, including the prospects that the company's agreement with Rosneft can be resurrected.
Interestingly, the agreement was hatched concurrently with a relationship between ExxonMobil (NYSE: XOM ) and the Russian company. If you've followed BP and Rosnet's efforts to complete their deal -- along with how the AAR group is thwarting its consummation -- the Journal's rendition of BP's sneakiness might induce you to side with the AAR oligarchs.
In essence, the completed deal was the brainchild of Igor Sechin, who wore a strange pair of hats as both chairman of Rosneft and as Russia's energy czar. (On orders of Russian President Dmitry Medvedev, he's just stepped aside as Rosneft's chairman.) Sechin personally carried on the formative negotiations for Rosneft. At the same time, according to the newspaper, he has been a major ally of Vladimir Putin, who "personally endorse(d) the deal" with BP.
Nevertheless, the oligarchs felt betrayed by the Rosneft-BP deal, looking upon Rosneft as a major competitor. When they sought redress by enforcing their right of first refusal as set forth in the TNK-BP shareholder agreement, the Kremlin took no action to thwart them. In fact, during a celebratory gathering at his personal residence following the signing of the deal, Putin reportedly warned the parties of the limits to Kremlin control.
Silence isn't always golden
As the Journal makes abundantly clear, Dudley and his team committed a possibly irrevocable mistake during the events leading up to the signing of the deal with Rosneft and the injunction against it that was returned on Feb. 1 following AAR's suit in London's High Court. That error was their failure -- refusal, if you will -- to inform their AAR partners of all but the vaguest details of the deal they intended to enter into with Rosneft.
They were essentially cavalier in their approach, despite clearly being required by the TNK-BP shareholders agreement to properly inform their partners of their plans. In fact, even Putin was nonplussed after the executives' failure to give a first refusal to AAR.
Russian catbird seat
Looking ahead, I have no idea whether BP and Rosneft will ever work together in the Russian Arctic. Surely, the AAR partners are in the catbird seat in terms of bestowing an imprimatur on the deal. Conceptually, they could require compensation approaching a billion dollars to do so, or they could demand, as they had unsuccessfully earlier, that TNK-BP -- rather than simply BP -- fill the partner's shoes with Rosneft.
They could stand their ground, dig in their heels -- whatever metaphor you prefer -- and induce a disconcerted Rosneft to team up with a new partner, such as Chevron (NYSE: CVX ) , ConocoPhillips (NYSE: COP ) , or even Statoil (NYSE: STO ) , a company clearly accustomed to cold-weather operations.
The past two BP CEOs, Lord John Browne and Tony Hayward, were forced from their positions on the basis of less-than-impressive thinking, leadership, or remarks. At his company's annual meeting Thursday, Dudley will face his shareholders, many of whom will figuratively have smoke wafting from their ears.
Let's hope that at least one person will pose a very simple query: "With the nature of your prior experience in Russia, your company's besmirched reputation, and the need for unwavering integrity from BP's CEO, what were you thinking?"
I, for one, will keep watching BP as the situation unfolds. You can, too, by adding BP to your watchlist.