Shell Sells U.S. Appalachia Assets to National Fuel

HOUSTON, May 5, 2020 /PRNewswire/ -- Royal Dutch Shell plc, through its affiliate SWEPI LP ("Shell"), has reached an agreement with publicly listed U.S. energy company National Fuel Gas Company (NFG), and its subsidiaries, Seneca Resources Company, LLC, National Fuel Gas Midstream Company, LLC, and NFG Midstream Covington, LLC (together "National Fuel"), to sell its Appalachia shale gas position for $541 million, subject to closing adjustments. The transaction has an effective date of January 1, 2020.

The consideration is intended to be paid in cash, but National Fuel has the option to provide up to $150 million of NFG common stock as consideration. The transaction is part of divesting non-core assets and in line with Shell's Shales strategy which focusses on development of higher margin, light tight oil assets.

"Divesting our Appalachia position is consistent with our desire to focus our Shales portfolio," said Wael Sawan, Upstream Director at Shell. "While we maximize cash in the current environment, our drive for a competitive position in Shales continues. It is a core part of our Upstream portfolio along with the Deep Water and Conventional oil and gas businesses."

The transaction includes the transfer of ~450,000 net leasehold acres across Pennsylvania, with approximately 350 producing Marcellus and Utica wells in Tioga County and associated facilities. The current net production is ~250 million standard cubic feet per day. The transaction also includes the transfer of the Shell owned and operated midstream infrastructure.

The sale is subject to regulatory approvals and expected to close by end of July 2020.

Notes to Editors

• The transaction is intended to be paid fully in cash but alternatively National Fuel will pay up to $150 million of the purchase price in NFG common stock at an adjusted price of $38.97 per share, with the balance paid in cash
• If the transaction is not paid fully in cash, there will be two contingent payments of up to $15mln for each of the years 2021 and 2022 depending on certain market conditions, in which the payment will be pro-rata reduced if National Fuel elects for less share compensation at close
• Shell's Appalachia operations are located in the predominately rural northern and western portions of Pennsylvania, where we drill and produce dry gas from the Marcellus and Utica formations
• Shell remains committed to Pennsylvania, for example through our Pennsylvania Petrochemicals Complex which brings new growth and jobs to the region, with up to 6,000 construction workers involved in building the new facility and an expected 600 permanent employees when completed
• Shell continues to have attractive opportunities in its Shales portfolio both inside and outside the United States, which we operate with a focus on driving down costs while increasing efficiency in all areas of our business

Cautionary Note

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this press release "Shell", "Shell Group" and "Royal Dutch Shell" are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words "we", "us" and "our" are also used to refer to Royal Dutch Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ''Subsidiaries'', "Shell subsidiaries" and "Shell companies" as used in this press release refer to entities over which Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as "joint ventures" and "joint operations", respectively.  Entities over which Shell has significant influence but neither control nor joint control are referred to as "associates". The term "Shell interest" is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

This press release contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as "aim", "ambition", ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''goals'', ''intend'', ''may'', ''objectives'', ''outlook'', ''plan'', ''probably'', ''project'', ''risks'', "schedule", ''seek'', ''should'', ''target'', ''will'' and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this press release, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell's Form 20-F for the year ended December 31, 2019 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this press release and should be considered by the reader.  Each forward-looking statement speaks only as of the date of this press release, April 30, 2020. Neither Royal Dutch Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this press release.

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