When forced to hand over its infrastructure to Cenagas, Pemex chose to disinvest in the gas pipelines Los Ramones and Chihuahua. Without any bidding, Pemex sold part of its shares to its US partner IEnova. Moreover, President López Obrador reported that the US company is charging high fees to the CFE which is not transporting natural gas through these pipelines.
The gas pipeline Los Ramones Fase II Norte had recently been completed when the oil company Petróleos Mexicanos (Pemex) was already selling it – without any previous bidding – to IEnova and the mutual fund BlackRock. President Andrés Manuel López Obrador has remarked that IEnova is charging multimillion-worth fees to the Federal Electricity Commission (Spanish acronym: CFE), even though it is not providing the CFE with the natural gas transportation service through its pipelines.
The White Paper – that reports the disinvestment process and of which the uncensored version is available – reveals that the rash with which the state oil company sold such pipelines was due to its unwillingness to transfer them to the National Control Center for Natural Gas (Spanish acronym: Cenagas).
‘Considering that Cenagas was created at the federal level and that a decrease in oil prices was being experienced, Pemex chose to focus on those activities that were generating greater value. Indeed, in 2015 and 2016 Pemex monetized its shares in the natural gas transportation business by pipelines’, shows the White Paper titled Desinversión en Ramones. Periodo 2012-2018 (Disinvestment in Ramones. Period 2012-2018), edited by the Pemex’s Corporate Finance Department at the end of the six-year presidency of Enrique Peña Nieto.
Formally, the disinvestment in Los Ramones Fase II Norte started in 2017, just 3 years after the beginning of its construction (March 27, 2014), which represented a part of an ambitious expansion plan in the natural gas transportation business by pipelines, that Pemex and the CFE began in mid-2012. According to some documents of the oil company at that time, they planned to invest 23 thousand 619 million US dollars of public funds in this project.
Despite the size of the investment, as a consequence of the energetic reform, Petróleos Mexicanos had to transfer its gas pipelines to Cenagas, created in late August 2014. In total, the value of the pipelines handed over by Pemex to Cenagas exceeded 7,4 billion Mexican pesos. However, the oil company did not transfer the two gas pipelines – Los Ramones and Chihuahua– linked to IEnova.
As for Los Ramones Fase II Norte, Pemex did not sell its share to Cenagas, but its commercial partners. According to the White Book, the subsidiary Pemex Transformación Industrial (formerly Pemex Gas y Petroquímica Básica) kept an indirect share of barely 30 percent in that infrastructure: the primary owners were IEnova – a branch of the US transnational Sempra Energy- and BlackRock, with 25 and 45 percent, respectively.
As occurred for much other parallel business of Pemex, the state oil company involved in this gas pipeline two out of the 90 ‘private’ enterprises that it owned in Mexico as well as abroad, including tax heavens (https://bit.ly/2CPmyxP). This way, Pemex did not appear to be the direct owner of this 30 percent invested.
Indeed, the actual owners were Ductos y Energéticos del Norte, S de RL de CV (limited liability company) – that Pemex owned in conjunction with IEnova at 50% – and TAG Pipelines, S de RL de CV (limited liability company), subsidiary of the Group Mex Gas (https://bit.ly/2G8mee7), which is established in Spain and still controls Pemex Transformacíon.
According to the White Paper, this 30 percent was distributed as follows: ‘Pemex Transformación Industrial owned the enterprise Ductos y Energéticos del Norte at 50 percent, and its share represented 25 percent of the total project [pipeline]’. Moreover, it is worth noticing that this same subsidiary owned an additional 5% of the project through TAG Pipelines, of the Grupo Mex Gas.
The rest of the pipeline – as the document shows – ‘was owned by two enterprises: IEnova Gasoductos Holding, S de RL de CV (limited liability company) and TETL JV México Norte, S de RL de CV (limited liability company) – also known as BlackRock – holding respectively 25 and 45 percent of the shares’.
Towards mid- 2012, Pemex calculated that the gas pipeline Los Ramones (Fase I and II, with a length of 1 thousand 221 kilometers) would cost 3 thousand 291 million US dollars to the public funds. Since then, the ‘private’ enterprises of the Grupo Mex Gas (further information on https://bit.ly/2VzMJjr) had been entrusted with the planning of the pipeline construction.
Four months before the beginning of the construction works – on October 23, 2013 – Pemex disclosed that the estimated investment for the pipeline Los Ramones Norte would amount to 1 thousand 52 million US dollars.
By then, they calculated that the length of this Fase (Part) would comprise 441 kilometers of ducts and two compression stations within the regions of Los Ramones – in Nuevo León – and San Luis Potosí. TAG Pipelines and Gasoductos de Chihuahua were in charge of the development of this route.
According to law, with the establishment of Cenagas in the following year, Pemex was dragged out of this industry. Moreover, since the pipeline Los Ramones was not entirely of his property, Pemex decided to sell it. In the White Paper, Pemex alleged that ‘it was getting rid of all the activities not linked to its business model’ to focus on those ‘generating greater value.’
This process was carried out neither through public bidding nor openly on the stock exchange. The White Paper – in its uncensored version – shows that the two main stakeholders were directly informed of such a situation to explore the possibility of a direct sale.
‘On March 31, 2017, IEnova and BlackRock showed interest in analyzing the possible acquisition of the shares of Pemex Transformación Industrial in Los Ramones II Norte, through the potential acquisition of 50 percent stakes in Ductos y Energéticos del Norte by IEnova’.
As Pemex was not the direct owner of such a share, but its ‘private’ enterprises, the privileged information that was given to the main shareholders would not be considered either as a matter of influence peddling or improper benefits, but of ‘competitiveness.’
On June 8, 2017, IEnova proposed its first and meager offer to acquire 50 percent of the share capital of Ductos Energéticos del Norte, as well as the loan granted by Pemex for a total amount of 207 thousand US dollars.
Pemex refused the offer considering that ‘it did not have a fair value.’ Two months later, the oil company received a counter-offer: on August 29 IEnova put on the table 231 million 260 thousand 667 US dollars. In September, ‘the structuring agent presented the valuation report where it is stated that the offered price was within the range of the valuation made.’
The sale was announced on October 6 and finalized on November 16, for a total amount of 260 million 591 thousand 44 US dollars for 25 percent stake of Pemex in the pipeline. Just 6 days before the operation, the Mexican Federal Competition Commission had authorized the investigation on Ductos y Energéticos del Norte. However, Pemex could not place in that operation the remaining 5 percent that it owns through TAG Pipelines.
The annual report that Pemex submitted in 2017 to the US Securities and Exchange Commission shows that the amount of 260 thousand US dollars ‘lied within the range of comparable company valuations and past transactions in the hydrocarbon transport and storage sector. We believe that this amount reflects the fair market value. We hope that the revenues from this sale help improve our financial profile and decrease our need to raise capitals in the bond markets’.
Although in this same report the oil company wished to conclude the sale of the remaining 5 percent in the first half of 2018, this did not occur. Indeed, the report concerning the first quarter of 2018 – which Pemex filed with the National Banking and Security Commission – revealed that it was until September 4 and 5 when the operation was terminated.
On those days – the report shows – ‘the sale of TAG Norte Holding’s actions – that were held in equity instruments – was finalized for 43 thousand 36 US dollars (860 thousand 46 Mexican pesos). This sale represented a profit of [barely] 10 thousand 257 Mexican pesos’. This amount contrasted with the first sale when each percentage point of the share was sold for 10 million 423 thousand 641 US dollars. Instead, in this last sale, it would have amounted to only 8 thousand 607 US dollars per percentage point.
The participation of Odebrecht
The gas pipeline Los Ramones was not far from the suspicion of corruption: its construction benefited the OAT consortium, comprising of Odebrecht, Techint, and the Mexican Arendal.
It was on July 25, 2014, when Pemex announced that its subsidiary Pemex Gas y Petroquímica Básica, through its subsidiary Tag Pipelines Norte, awarded that consortium “the contract for engineering, procurement, and construction, once it demonstrated to meet all the requirements’. Tag Pipelines Norte‘s partners are Tag Pipelines, Gasoductos de Chihuahua and PMI Holdings, which is part of the so-called Grupo PMI.
Even though Pemex was aware of its unwillingness to keep this business in its portfolio, it worked hard to get it out. By February 11, 2015 – when the Cenagas was already in operation – the deputy of Gas Natural of Pemex Gas, Jorge de la Huerta, reported the status of the project Los Ramones Fase II. By then the subsidiary TAG Pipelines Norte had signed the financing documents with Banco Santander, so achieving the financial closure in December 2014; it had been given full permission to build the Fase II in that specific area by the National Institute of Anthropology and History; it
It was evident to anyone in Pemex that the disinvestment was at the door: the sale process of its subsidiary Gasoductos de Chihuahua had already started, and this represented just the first step towards the sale of Los Ramones.
Ten months later, in December, Los Ramones Fase II Norte began operations with a capacity of 1.4 billion cubic feet; by then, Pemex recognized that the investment amounted to 1.3 billion US dollars.
Until now, the oil company has not clarified the exact amount of the public funds spent on the gas pipeline, and if that cost has been recovered with the 260 million 634 thousand 80 US dollars that it capitalized with the sale of its 30 percent stake.
By Nancy Flores/ First of two parts
(Translated by: Federica Antoniani)