Corporate Valuation, Oil & Gas
shutterstock_2364977019.jpg

October 16, 2017

Held (or Held Up?) by Production

Oftentimes differences are a matter of perspective.  Put another way – one person’s loss can be another person’s gain.  One of the thematic differences between producers and mineral owners is their perspective on "Held By Production."  It elicits very different reactions depending on what side of the term one is on, and has a leverageable impact on value.  In this post, we decided to spend some time exploring this concept and its impact on the energy industry.

What Is "Held By Production"?

Held By Production ("HBP") is a mineral lease provision that extends the right to operate a lease as long as the property produces a minimum quantity of oil and gas. The definition of HBP varies contractually by every lease it governs which is often misunderstood.  We have had discussions with a number people, including peers (as well as knowledgeable industry participants) who did not have a clear grasp of HBP and its exact meaning.  Some people thought HBP was governed by state law, regulatory agencies, or even accounting rules.  However, the truth is that the facts and circumstances that shape a lease as it pertains to HBP are all negotiable.  Therefore, by extension, the outcome of lease negotiations can have a spectrum of results: from being deemed balanced, to favoring the lessor (i.e., the mineral owner) or the lessee (i.e., the producer). When we attended the NAPE Expo this summer, presenters from Wood Mackenzie pointed out that a trend on recent analyst calls was for management teams of operators to highlight the percentage of their leases that were HBP  (they mentioned that the Permian Basin was about 95% HBP due to decades of prior drilling).  Operators want investors to note this and (hopefully) be more attracted to their stock. Why might someone be more attracted to an operator’s stock that has a large percentage of leases HBP?  Investopedia puts it this way:
The "held by production" provision enables energy companies to avoid renegotiating leases upon expiry of the initial term. This results in considerable savings to them, particularly in geographical areas that have become "hot" due to prolific output from oil and gas wells. With property prices in such areas generally on an upward trend, leaseholders would demand significantly higher prices to renegotiate leases.

What Does "Held By Production" Mean to Mineral Owners (Lessors)?

Mineral owners should have an understanding of how their lease terms impact drilling activity (and by extension – royalty payments) on their properties (a thematic element of the summer NARO conference). Lessors are challenging operators’ decisions not to drill on their land, even if prospects appear to be good. As a result, mineral owners are more interested in how certain clauses and term structures function in their leases.  A session at the NARO conference centered on how mineral owners could legally terminate their lease in order to re-lease their property to a more "motivated" or even "competent" operator.

Therefore, it is important for mineral owners to understand two lynchpin concepts as they pertain to defining HBP: the Pugh Clause and the Implied Covenant to Develop.

Pugh Clause

The Pugh Clause is named after Lawrence Pugh, a Crowley, Louisiana attorney who developed the clause in 1947, apparently in response to the Hunter v. Shell Oil Co., 211 La. 893 (1947). In this case the Louisiana Supreme Court held that production from a unit, including a portion of a leased tract, will maintain the lease in force as to all lands covered by the lease even if they are not contiguous. This clause is most often cited in today in pooling for horizontal wells. There have been situations (depending on the clause’s language) whereby one well might maintain a large area (thousands of acres) defined as HBP. This is to an operator’s advantage and a mineral holder’s chagrin. However, this can be negotiated to the mineral holder’s favor – particularly in active markets and basins. For example, we had a client that had a large tract of land in the Eagle Ford shale and was being courted by a number of eager operators. Ultimately, they negotiated a lease with an operator who contractually obligated the company to drill three wells per year on the property for the duration of the lease. Not too long after the lease was negotiated, the price of oil dropped in half and the operator was much less enthusiastic about having to drill three wells per year. There are a number of nuances and factors to Pugh clauses (and similar lease clauses) that we won’t explore here, but suffice to say, it is a critical factor to defining a property as HBP or not.

Implied Covenant to Develop

Another aspect of lease law is centered around the concept called "Implied Covenant to Develop."  Sometimes a lessors' alternative is to attempt to find remedy through the implied obligation that the lessee failed to develop and operate the property as a reasonably prudent operator.  Forcing an implied obligation generally occurs through a lawsuit and is difficult to prove.  However, implied covenants have been addressed by courts from all producing states as well as the Supreme Court of the United States.

There are several potential examples  One example is discussed on a Gas & Oil Law blog:

Consider an oil and gas lease taken on 200 acres. Let’s say that thirty years ago one well was drilled on the 200 acre lease, and that this well unit only included 40 acres.  Under the implied covenant to reasonably develop, a judge may very well cancel the lease to the remaining, unused 160 acres (200 acres – 40 acres = 160 acres).  How could a judge do that?  The basic question that needs to be answered is whether or not the oil and gas producer has behaved as a reasonable oil and gas producer would in similar circumstances.  If any reasonable producer would have drilled more than one well on the 200-acre lease, then a reviewing judge might void the lease to the remaining 160 acres.  However, if the existing well was not a very good well, then it might be that the producer did behave reasonably when they decided not to drill additional wells.

Conclusion

Depending on which side of the negotiation one is on, HBP can be a favorable (or unfavorable) contributor to value. As such, it's crucial to have an analyst who possesses knowledge from all sides of industry negotiations.

Mercer Capital has over 20 years of experience valuing assets and companies in the oil and gas industry. We have valued companies and minority interests in companies servicing the E&P industry and assisted clients with various valuation and cash flow issues regarding royalty interests. Contact one of our oil and gas professionals today to discuss your needs in confidence.

Continue Reading

Defying the Cycle: Haynesville Production Strength in a Shifting Gas Market
Defying the Cycle: Haynesville Production Strength in a Shifting Gas Market
Haynesville shale production defied broader market softness in 2025, leading major U.S. basins with double-digit year-over-year growth despite heightened volatility and sub-cycle drilling activity. Efficiency gains, DUC drawdowns, and Gulf Coast demand dynamics allowed operators to sustain output even as natural gas prices fluctuated sharply.
Haynesville Shale M&A Update: 2025 in Review
Haynesville Shale M&A Update: 2025 in Review
Key TakeawaysHaynesville remains a strategic LNG-linked basin. 2025 transactions emphasized long-duration natural gas exposure and proximity to Gulf Coast export infrastructure, reinforcing the basin’s importance in meeting global LNG demand.International utilities drove much of the activity. Japanese power and gas companies pursued direct upstream ownership, signaling a shift from traditional offtake agreements toward greater control over U.S. gas supply.M&A was selective but meaningful in scale and intent. While overall deal volume was limited, announced transactions and reported negotiations reflected deliberate, long-term positioning rather than opportunistic shale consolidation.OverviewM&A activity in the Haynesville Shale during 2025 was marked by strategic, LNG-linked transactions and renewed international investor interest in U.S. natural gas assets. While investors remained selective relative to prior shale upcycles, transactions that did occur reflected a clear pattern: buyers focused on long-duration gas exposure, scale, and proximity to Gulf Coast export markets rather than short-term development upside.Producers and capital providers increasingly refocused efforts on the Haynesville basin during the year, including raising capital to acquire both operating assets and mineral positions. This renewed attention followed a period of subdued transaction activity and underscored the basin’s continued relevance within global natural gas portfolios.Although the Haynesville did not experience the breadth of consolidation seen in some oil-weighted plays, the size, counterparties, and strategic motivations behind 2025 transactions reinforced the basin’s role as a long-term supply source for LNG-linked demand.Announced Upstream TransactionsTokyo Gas (TG Natural Resources) / ChevronIn April 2025, Tokyo Gas Co., through its U.S. joint venture TG Natural Resources, entered into an agreement to acquire a 70% interest in Chevron’s East Texas natural gas assets for $525 million. The assets include significant Haynesville exposure and were acquired through a combination of cash consideration and capital commitments.The transaction was characterized as part of Tokyo Gas’s broader strategy to secure long-term U.S. natural gas supply and expand its upstream footprint. The deal reflects a growing trend among international utilities to obtain direct exposure to U.S. shale gas through ownership interests rather than relying solely on long-term offtake contracts or third-party supply arrangements.From an M&A perspective, the transaction highlights continued willingness among major operators to monetize non-core or minority positions while retaining operational involvement, and it underscores the Haynesville’s attractiveness to buyers with a long-term, strategic view of gas demand.JERA / Williams & GEP Haynesville IIIn October 2025, JERA Co., Japan’s largest power generator, announced an agreement to acquire Haynesville shale gas production assets from Williams Companies and GEP Haynesville II, a joint venture between GeoSouthern Energy and Blackstone. The transaction was valued at approximately $1.5 billion.This acquisition marked JERA’s first direct investment in U.S. shale gas production, representing a notable expansion of the company’s upstream exposure and reinforcing JERA’s interest in securing supply from regions with strong connectivity to U.S. LNG export infrastructure.This transaction further illustrates the appeal of the Haynesville to international buyers seeking stable, scalable gas assets and highlights the role of upstream M&A as a tool for portfolio diversification among global utilities and energy companies.Reported Negotiations (Not Announced)Mitsubishi / Aethon Energy ManagementIn June 2025, Reuters reported that Mitsubishi Corp. was in discussions to acquire Aethon Energy Management, a privately held operator with substantial Haynesville production and midstream assets. The potential transaction was reported to be valued at approximately $8 billion, though Reuters emphasized that talks were ongoing and that no deal had been finalized at the time.While the transaction was not announced during 2025, the reported discussions were notable for both their scale and the identity of the potential buyer. Aethon has long been viewed as one of the largest private platforms in the Haynesville, and any transaction involving the company would represent a significant consolidation event within the basin.The reported talks underscored the depth of international interest in Haynesville-oriented platforms and highlighted the potential for large-scale transactions even in an otherwise measured M&A environment.ConclusionWhile overall deal volume remained selective, the transactions and reported negotiations in 2025 reflected sustained global interest in U.S. natural gas assets with long-term relevance. Collectively, the transactions and negotiations discussed above point to a Haynesville M&A landscape driven less by opportunistic consolidation and more by deliberate, long-term positioning. As global energy portfolios continue to evolve, the Haynesville basin remains a focal point for strategic investment, particularly for buyers seeking exposure tied to U.S. natural gas supply and LNG export linkages.
Mineral Aggregator Valuation Multiples Study Released-Data as of 06-11-2025
Mineral Aggregator Valuation Multiples Study Released

With Market Data as of June 11, 2025

Mercer Capital has thoughtfully analyzed the corporate and capital structures of the publicly traded mineral aggregators to derive meaningful indications of enterprise value. We have also calculated valuation multiples based on a variety of metrics, including distributions and reserves, as well as earnings and production on both a historical and forward-looking basis.

Cart

Your cart is empty