04/03/2014 04:30 PM House RESOURCES
| Audio | Topic |
|---|---|
| Start | |
| SB138 | |
| Adjourn |
+ teleconferenced
= bill was previously heard/scheduled
| += | SB 138 | TELECONFERENCED | |
| + | TELECONFERENCED | ||
| + | TELECONFERENCED |
ALASKA STATE LEGISLATURE
HOUSE RESOURCES STANDING COMMITTEE
April 3, 2014
4:36 p.m.
MEMBERS PRESENT
Representative Eric Feige, Co-Chair
Representative Dan Saddler, Co-Chair
Representative Peggy Wilson, Vice Chair
Representative Mike Hawker
Representative Kurt Olson
Representative Paul Seaton
Representative Scott Kawasaki
Representative Geran Tarr
MEMBERS ABSENT
Representative Craig Johnson
COMMITTEE CALENDAR
COMMITTEE SUBSTITUTE FOR SENATE BILL NO. 138(FIN) AM
"An Act relating to the purposes, powers, and duties of the
Alaska Gasline Development Corporation; relating to an in-state
natural gas pipeline, an Alaska liquefied natural gas project,
and associated funds; requiring state agencies and other
entities to expedite reviews and actions related to natural gas
pipelines and projects; relating to the authorities and duties
of the commissioner of natural resources relating to a North
Slope natural gas project, oil and gas and gas only leases, and
royalty gas and other gas received by the state including gas
received as payment for the production tax on gas; relating to
the tax on oil and gas production, on oil production, and on gas
production; relating to the duties of the commissioner of
revenue relating to a North Slope natural gas project and gas
received as payment for tax; relating to confidential
information and public record status of information provided to
or in the custody of the Department of Natural Resources and the
Department of Revenue; relating to apportionment factors of the
Alaska Net Income Tax Act; amending the definition of gross
value at the 'point of production' for gas for purposes of the
oil and gas production tax; clarifying that the exploration
incentive credit, the oil or gas producer education credit, and
the film production tax credit may not be taken against the gas
production tax paid in gas; relating to the oil or gas producer
education credit; requesting the governor to establish an
interim advisory board to advise the governor on municipal
involvement in a North Slope natural gas project; relating to
the development of a plan by the Alaska Energy Authority for
developing infrastructure to deliver affordable energy to areas
of the state that will not have direct access to a North Slope
natural gas pipeline and a recommendation of a funding source
for energy infrastructure development; establishing the Alaska
affordable energy fund; requiring the commissioner of revenue to
develop a plan and suggest legislation for municipalities,
regional corporations, and residents of the state to acquire
ownership interests in a North Slope natural gas pipeline
project; making conforming amendments; and providing for an
effective date."
- -- TESTIMONY <INVITATION ONLY> --
PREVIOUS COMMITTEE ACTION
BILL: SB 138
SHORT TITLE: GAS PIPELINE; AGDC; OIL & GAS PROD. TAX
SPONSOR(s): RULES BY REQUEST OF THE GOVERNOR
01/24/14 (S) READ THE FIRST TIME - REFERRALS
01/24/14 (S) RES, FIN
02/07/14 (S) RES AT 3:30 PM BUTROVICH 205
02/07/14 (S) Heard & Held
02/07/14 (S) MINUTE(RES)
02/10/14 (S) RES AT 3:30 PM BUTROVICH 205
02/10/14 (S) Heard & Held
02/10/14 (S) MINUTE(RES)
02/12/14 (S) RES WAIVED PUBLIC HEARING NOTICE, RULE
23
02/12/14 (S) RES AT 3:30 PM BUTROVICH 205
02/12/14 (S) Heard & Held
02/12/14 (S) MINUTE(RES)
02/13/14 (S) RES AT 8:00 AM BUTROVICH 205
02/13/14 (S) Heard & Held
02/13/14 (S) MINUTE(RES)
02/14/14 (S) RES AT 3:30 PM BUTROVICH 205
02/14/14 (S) Heard & Held
02/14/14 (S) MINUTE(RES)
02/19/14 (S) RES AT 3:30 PM BUTROVICH 205
02/19/14 (S) Heard & Held
02/19/14 (S) MINUTE(RES)
02/20/14 (S) RES AT 8:00 AM BUTROVICH 205
02/20/14 (S) Heard & Held
02/20/14 (S) MINUTE(RES)
02/21/14 (S) RES AT 8:00 AM BUTROVICH 205
02/21/14 (S) Heard & Held
02/21/14 (S) MINUTE(RES)
02/21/14 (S) RES AT 3:30 PM BUTROVICH 205
02/21/14 (S) Heard & Held
02/21/14 (S) MINUTE(RES)
02/24/14 (S) RES RPT CS 2DP 4NR 1AM NEW TITLE
02/24/14 (S) DP: GIESSEL, MCGUIRE
02/24/14 (S) NR: FRENCH, MICCICHE, BISHOP,
FAIRCLOUGH
02/24/14 (S) AM: DYSON
02/24/14 (S) RES AT 8:00 AM BUTROVICH 205
02/24/14 (S) -- MEETING CANCELED --
02/24/14 (S) RES AT 3:30 PM BUTROVICH 205
02/24/14 (S) Moved CSSB 138(RES) Out of Committee
02/24/14 (S) MINUTE(RES)
02/25/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
02/25/14 (S) Heard & Held
02/25/14 (S) MINUTE(FIN)
02/25/14 (S) FIN AT 5:00 PM SENATE FINANCE 532
02/25/14 (S) Heard & Held
02/25/14 (S) MINUTE(FIN)
02/26/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
02/26/14 (S) Heard & Held
02/26/14 (S) MINUTE(FIN)
02/27/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
02/27/14 (S) Heard & Held
02/27/14 (S) MINUTE(FIN)
02/28/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
02/28/14 (S) Heard & Held
02/28/14 (S) MINUTE(FIN)
03/03/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/03/14 (S) Heard & Held
03/03/14 (S) MINUTE(FIN)
03/04/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/04/14 (S) Heard & Held
03/04/14 (S) MINUTE(FIN)
03/05/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/05/14 (S) Heard & Held
03/05/14 (S) MINUTE(FIN)
03/05/14 (S) FIN AT 5:00 PM SENATE FINANCE 532
03/05/14 (S) Scheduled But Not Heard
03/06/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/06/14 (S) Heard & Held
03/06/14 (S) MINUTE(FIN)
03/07/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/07/14 (S) -- MEETING CANCELED --
03/10/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/10/14 (S) Heard & Held
03/10/14 (S) MINUTE(FIN)
03/10/14 (S) FIN AT 5:00 PM SENATE FINANCE 532
03/10/14 (S) Heard & Held
03/10/14 (S) MINUTE(FIN)
03/11/14 (S) FIN AT 5:00 PM SENATE FINANCE 532
03/11/14 (S) Heard & Held
03/11/14 (S) MINUTE(FIN)
03/12/14 (H) RES AT 1:00 PM BARNES 124
03/12/14 (H) -- MEETING CANCELED --
03/14/14 (S) FIN RPT CS 6DP 1AM NEW TITLE
03/14/14 (S) LETTER OF INTENT WITH FINANCE REPORT
03/14/14 (S) DP: KELLY, MEYER, DUNLEAVY, FAIRCLOUGH,
BISHOP, HOFFMAN
03/14/14 (S) AM: OLSON
03/14/14 (S) FIN AT 9:00 AM SENATE FINANCE 532
03/14/14 (S) Moved CSSB 138(FIN) Out of Committee
03/14/14 (S) MINUTE(FIN)
03/14/14 (H) RES AT 1:00 PM BARNES 124
03/14/14 (H) <Pending Referral>
03/17/14 (H) RES AT 1:00 PM BARNES 124
03/17/14 (H) <Pending Referral>
03/18/14 (S) TRANSMITTED TO (H)
03/18/14 (S) VERSION: CSSB 138(FIN) AM
03/19/14 (H) READ THE FIRST TIME - REFERRALS
03/19/14 (H) RES, L&C, FIN
03/19/14 (H) RES AT 1:00 PM BARNES 124
03/19/14 (H) Heard & Held
03/19/14 (H) MINUTE(RES)
03/21/14 (H) RES AT 1:00 PM BARNES 124
03/21/14 (H) Heard & Held
03/21/14 (H) MINUTE(RES)
03/24/14 (H) RES AT 1:00 PM BARNES 124
03/24/14 (H) Heard & Held
03/24/14 (H) MINUTE(RES)
03/25/14 (H) RES AT 4:30 PM BARNES 124
03/25/14 (H) Heard & Held
03/25/14 (H) MINUTE(RES)
03/26/14 (H) RES AT 1:00 PM BARNES 124
03/26/14 (H) Heard & Held
03/26/14 (H) MINUTE(RES)
03/27/14 (H) RES AT 4:30 PM BARNES 124
03/27/14 (H) Heard & Held
03/27/14 (H) MINUTE(RES)
03/28/14 (H) RES AT 1:00 PM BARNES 124
03/28/14 (H) Heard & Held
03/28/14 (H) MINUTE(RES)
03/31/14 (H) RES AT 1:00 PM BARNES 124
03/31/14 (H) Heard & Held
03/31/14 (H) MINUTE(RES)
04/01/14 (H) RES AT 4:30 PM BARNES 124
04/01/14 (H) Heard & Held
04/01/14 (H) MINUTE(RES)
04/02/14 (H) RES AT 1:00 PM BARNES 124
04/02/14 (H) Heard & Held
04/02/14 (H) MINUTE(RES)
04/03/14 (H) RES AT 4:30 PM BARNES 124
WITNESS REGISTER
DEEPA PODUVAL, Principal
Natural Gas and Power Fuels Group
Management Consulting Division
Black & Veatch Corporation;
Consultant, Department of Natural Resources
Houston, Texas
POSITION STATEMENT: Speaking as consultant to the Department of
Natural Resources, answered questions during the hearing on CCSB
138(FIN) am.
JANEK MAYER, Partner, Energy Consultant
enalytica
Washington, DC
POSITION STATEMENT: Speaking as consultant to the Alaska State
Legislature, answered questions during the hearing on CSSB
138(FIN) am.
NIKOS TSAFOS, Partner, Energy Consultant
enalytica
Washington, DC
POSITION STATEMENT: Speaking as consultant to the Alaska State
Legislature, answered questions during the hearing on CSSB
138(FIN) am.
ACTION NARRATIVE
4:36:26 PM
CO-CHAIR ERIC FEIGE called the House Resources Standing
Committee meeting to order at 4:36 p.m. Representatives
Kawasaki, Hawker, Olson, Saddler, and Feige were present at the
call to order. Representatives Seaton, P. Wilson, and Tarr
arrived as the meeting was in progress.
SB 138-GAS PIPELINE; AGDC; OIL & GAS PROD. TAX
4:36:59 PM
CO-CHAIR FEIGE announced that the only order of business would
be CS FOR SENATE BILL NO. 138(FIN) am, "An Act relating to the
purposes, powers, and duties of the Alaska Gasline Development
Corporation; relating to an in-state natural gas pipeline, an
Alaska liquefied natural gas project, and associated funds;
requiring state agencies and other entities to expedite reviews
and actions related to natural gas pipelines and projects;
relating to the authorities and duties of the commissioner of
natural resources relating to a North Slope natural gas project,
oil and gas and gas only leases, and royalty gas and other gas
received by the state including gas received as payment for the
production tax on gas; relating to the tax on oil and gas
production, on oil production, and on gas production; relating
to the duties of the commissioner of revenue relating to a North
Slope natural gas project and gas received as payment for tax;
relating to confidential information and public record status of
information provided to or in the custody of the Department of
Natural Resources and the Department of Revenue; relating to
apportionment factors of the Alaska Net Income Tax Act; amending
the definition of gross value at the 'point of production' for
gas for purposes of the oil and gas production tax; clarifying
that the exploration incentive credit, the oil or gas producer
education credit, and the film production tax credit may not be
taken against the gas production tax paid in gas; relating to
the oil or gas producer education credit; requesting the
governor to establish an interim advisory board to advise the
governor on municipal involvement in a North Slope natural gas
project; relating to the development of a plan by the Alaska
Energy Authority for developing infrastructure to deliver
affordable energy to areas of the state that will not have
direct access to a North Slope natural gas pipeline and a
recommendation of a funding source for energy infrastructure
development; establishing the Alaska affordable energy fund;
requiring the commissioner of revenue to develop a plan and
suggest legislation for municipalities, regional corporations,
and residents of the state to acquire ownership interests in a
North Slope natural gas pipeline project; making conforming
amendments; and providing for an effective date."
The committee took a brief at-ease from 4:37 p.m. to 4:39 p.m.
4:39:33 PM
CO-CHAIR FEIGE noted the committee had previously discussed the
terms of the bill related to the Memorandum of Understanding
(MOU) and the Heads of Agreement (HOA). He referred to the end
of the initial contract term and asked for information regarding
the state's options at that time, and how the options would
affect decisions made by the state.
4:40:15 PM
DEEPA PODUVAL, Principal, Natural Gas and Power Fuels Group,
Management Consulting Division, Black & Veatch Corporation, and
consultant to the Department of Natural Resources, advised that
at the end of the initial 25-year time period, the state's 25
percent equity position in the Alaska LNG Project - in whatever
part of the project chosen - will continue. The 25-year time
limit pertains to the state's agreements with TransCanada (TC)
to the extent that TC assumes a portion of the midstream
components of the project. If so, the state and TC would have
executed a 25-year [firm] transportation service agreement
(FTSA). When the FTSA has expired, the state will have the
option of purchasing the equity in the midstream from TC or
renewing the FTSA with TC for an additional negotiated period of
time. The purchase price would be based on the remaining value
of the asset, after full depreciation except for maintenance,
capital, and ongoing investments made by TC in the project.
Also contributing to the undepreciated capital value and the
purchase price would be any expansion of the project.
REPRESENTATIVE HAWKER surmised that after 25 years the buy-out
value of TransCanada's share would be small due to depreciation.
MS. PODUVAL said yes, the purchase price would be based on the
book value, which should be nominal after 25 years of
depreciation.
REPRESENTATIVE HAWKER asked whether it was stipulated that the
purchase price was based on the net value.
4:43:12 PM
JANEK MAYER, Partner, Energy Consultant, enalytica, speaking as
a consultant to the Alaska State Legislature, said the buy-back
right is based on purchase price equal to the net book value of
the transporter's [TC] equity interest in the underlying
facilities used to provide gas treatment plant (GTP) processing
and pipeline transportation services at the end of the initial
contract term. In response to Co-Chair Feige, he pointed out
this is found at the beginning on page 5, [Key Item 6, Key
Processing and Transportation Commercial Terms, Alaska LNG
Midstream Services Term Sheet] clause 20, Exhibit "C".
REPRESENTATIVE SEATON asked for clarification that this excluded
the taxable value, as the TAPS pipeline, although depreciated,
maintained a fairly high value.
MR. MAYER replied that the MOU based this on the net book value,
and, in principal, this should mean the initial investment was
fully depreciated over a 25 year term. There would be a
residual value from maintenance and other investment capital
made into the project. He explained that, although net book
value for rate making purposes implied that it was zero at the
end of the initial contract term, he would prefer to review the
language in the firm transportation services agreement as it
would calculate the value.
REPRESENTATIVE SEATON asked if the enabling legislation would
clarify the intention of the legislature.
MS. PODUVAL offered her belief that the intent was captured as
it stated that the rate was based on book value. She deferred
to the Department of Law for determination of a need for further
legislation.
4:46:36 PM
REPRESENTATIVE HAWKER declared that, although it sounded simple,
testimony had proven that it was undetermined for who would own
what parts of the project. He referenced the buy back position
and the 1 percent general partner interest, which was directed
toward buying out the larger interest of TransCanada. He
referred to the net book value and the underlying asset value,
and suggested that if it did not include the buyout of the 1
percent general partner interest, it could ascribe a completely
separate transaction and a huge value to the general partner
interest which controlled the entire operation and its
distribution rights which, in turn, offered a great deal of
intangible book value in the project. This value could mean
total control in the project.
MR. MAYER concurred with Ms. Poduval that the intent was clear
to base the purchase price on the net book value of the equity
interest in the underlying facilities. He noted that these were
only a list of terms to guide the subsequent firm transportation
services agreement which the state would design. He suggested a
much closer review once the process was being negotiated for
approval, and he declared that the concern was appropriate.
4:49:22 PM
CO-CHAIR FEIGE directed attention to Exhibit C of the MOU,
Alaska LNG Midstream Services Term Sheet, page 6, Section 21,
[Included in members' packets] and asked for an explanation to
the Put Option.
MR. MAYER explained that there were two terms for options: the
call option was the right to buy something, and the put option
was the right to sell something. He stated that the call option
was referred to in this term sheet as the buy-back right
[Section 20, page 5] as the state had that right if there was
not a renewal to buy back the asset. He noted that the put
option could obligate that the state buy back the asset from
TransCanada, based on the same terms for net book equity.
CO-CHAIR FEIGE asked what the state should consider at the end
of the contract to determine whether to exercise the buy-back.
MS. PODUVAL replied that if, after 25 years, there was more gas
and a viable LNG project capable of continuing, the asset would
be very valuable. As the asset would be fully depreciated
through the initial firm transportation services agreement, it
would be a low-cost asset, and the state would want to exercise
its buy-back and purchase it. This would allow the state to own
a valuable asset, monetize the gas, and look for a pipeline
operator. She suggested that it might also make more sense for
the state to have someone else operate it. She said that should
the gas be gone and the asset was underutilized, the state would
not renew its agreement with TransCanada, and TransCanada would
want to put the asset back to the state.
4:53:39 PM
REPRESENTATIVE HAWKER reflected on the unique position of the
general partners in this project, and asked about the
preferential distribution rights of a general partner with an
equity interest of less than 1 percent, while maintaining 100
percent control and exercising all the management authority. He
asked if any value had been attributed to these preferential
distribution rights for the general partner over the
distribution of equity to other partners, as it was not
proportionate to the equity ownership.
NIKOS TSAFOS, Partner, Energy Consultant, enalytica, shared that
the correct terminology was incentive distribution rights (IDR).
MS. PODUVAL replied that this value had not been incorporated in
the Black & Veatch analysis.
MR. MAYER said that the enalytica analysis did not incorporate
this, either. He explained that the revenue which accrued to
the entity holding equity would be determined by the tariff set
under the terms. He added that the enalytica model did not
reflect any additional revenue to TransCanada by virtue of its
general partnership.
4:56:34 PM
REPRESENTATIVE HAWKER asked if the IDRs in a partnership between
a state agency and TransCanada would have the potential for
being material to the analysis.
MR. MAYER replied that a firm transportation services agreement
or an equity option agreement could determine whether there was
a significant component for distribution of revenues to a
preferential class of shares that received additional shares of
revenue.
REPRESENTATIVE SEATON asked whether anything was necessary in
the enabling legislation to outline a limit to the incentive
distribution rights, or would that be negotiated by the
administration.
4:58:08 PM
MR. MAYER explained that the significance of those rights
depended on whether the buy-back option was exercised. If it
was not exercised, then TransCanada had the full rights to all
the cash flows from the entire tariff. He replied that the
question for preferential treatment to the general partner was
determined by the exercise of the buy-back option, and was
relative to the cash flow. He said that this becomes a
secondary matter when the state negotiates the equity option
agreement and then decides if it wants to exercise its option.
He pointed out that there were an endless number of complexities
that must be thought through and negotiated during contractual
arrangements. He suggested that the appropriate time to
understand these was during the negotiation, as it was difficult
to anticipate many of them in advance.
REPRESENTATIVE SEATON asked whether the legislature would have
any input in the pre-agreement between AGDC and TransCanada, and
should AGDC make this determination in an equity option.
MR. MAYER suggested seeking clarification from the
administration, and he offered his belief that the equity option
agreements would be set out in fundamental terms for negotiation
by the Department of Natural Resources (DNR).
REPRESENTATIVE SEATON offered his belief that there was a
correction on the spreadsheet to now name AGDC.
CO-CHAIR FEIGE explained that the equity option agreement was
signed by whoever was designated on the spreadsheet, but that
the actual exercise of the equity option was determined by AGDC.
REPRESENTATIVE SEATON asked for clarification that the equity
option agreement was signed by DNR, but exercise of the
agreement option was by AGDC.
CO-CHAIR FEIGE explained that the equity option agreement was
signed by DNR, TransCanada, and AGDC; however, the exercise of
the equity option was by AGDC with TransCanada.
5:02:11 PM
CO-CHAIR FEIGE directed attention to the end of the initial
contract term, and asked how important was the relative mix of
royalty shares of gas as exploration progressed into the
National Petroleum Reserve-Alaska (NPR-A). He noted that the
royalty shares on that gas was different as it was on federal
leases. He pointed to the possibility of gas from the northwest
Arctic coast, which was all federal royalty and not split with
the state, and asked about any effect on the buy-back of equity
shares.
MS. PODUVAL replied that the State of Alaska would have the
option as a mid-stream owner, assuming the extreme case that the
state would not have any royalty or tax call on the new
production when it came on line. At that point in time, the
state would have the option to either own the asset and help the
producers monetize the production, or to be a mid-stream
operator and earn mid-stream revenues by offering transportation
services through the pipeline and LNG plant.
MR. TSAFOS projected that a crucial issue could be the state's
expectation for its own gas. The state would be both an owner
and an interested party for access to the gas, and could also
subcontract some of its capacity to a third party. He explained
that the state would need to balance its interest as a business
owner and an as an infrastructure owner. He said this was a
common issue as LNG projects matured.
MS. PODUVAL added that this also presented an opportunity to
expand since there was open access without having to sacrifice
transport of your own gas.
CO-CHAIR FEIGE opined that the other partners could sell
capacity to someone else.
MS. PODUVAL expressed her agreement that they would be highly
motivated to sell gas if they were not able to fill capacity on
their own.
REPRESENTATIVE SEATON asked for clarification that the only
revenue from that gas would be if the state was a partial owner
of the mid-stream and had bought back the equity investment.
MS. PODUVAL replied that this would depend on the origin of the
gas.
REPRESENTATIVE SEATON asked about the option for the state to
carry the project sanction, and if there was any potential for
loss should the project go forward and meet the general terms
for size and off-take.
5:09:25 PM
MR. TSAFOS replied that the challenge for that option was the
appearance of wanting alignment in theory but not in practice.
He offered his belief that this set the state on a different
footing than the other partners. He pointed out that at the
final investment decision, the producers would have spent about
$700 - $800 million more than the state, so the state was
looking at different numbers and from a different point of view
than the producers. At this point, the state was determining
whether to pay in this amount, whereas the producers were
looking at receiving this amount. He declared that a more
important danger was for the state to be viewed by the other
partners as not having an equal drive to accelerate the project,
as the state would not have invested any of the development
costs.
REPRESENTATIVE SEATON stated that, although there was alignment
in a project that was moving forward, the state would not invest
$800 million to receive a no-go decision by any one of the other
partners. He referenced the $500 million investment into AGIA,
and questioned whether the state wanted to follow a similar
track.
5:12:52 PM
MR. MAYER offered his belief that the state should negotiate
something to enable this option, if it was an overriding
objectivity. He suggested that this deal and the resulting
process would look very different than the one currently under
discussion. As there was a substantial investment for the pre-
feasibility work, the producers would either agree with a
finalization of these terms, or they would suggest waiting on
many of the decisions, in order to make them concurrently
throughout the feasibility work, so that all the partners would
be investing equally. He declared that the producers would not
carry the state without "nailing down a lot of what the
commitments and responsibilities are that go with that upfront."
He suggested that continuation of the feasibility work, while
there were other negotiations, would require concurrent
escalating commitments, rather than waiting for negotiations
before having the feasibility work. He declared that it was
necessary to have everyone in the project together.
MS. PODUVAL expressed her agreement, and added that early state
participation on the project was an opportunity, even though
there was a risk. She opined that, as the project was
significant to Alaska's long term economic success, the
opportunity with early participation was far greater than the
potential for loss. She stated that participation during the
pre-FEED and the FEED process would offer the state a "seat at
the table" and valuable information and input into various
factors. She reported that open access, influence on the design
of the project, and location of the compressor stations were all
important decisions for the state participation and were more
valuable than $500 million. She agreed that, although there was
a possibility for cancellation of the project, the alignment of
the parties was somewhat unprecedented, and all of the parties
were heavily incentivized to have a successful project.
5:17:42 PM
REPRESENTATIVE SEATON reflected on the multiple worldwide LNG
projects that the producers were reviewing and suggested that
this project had to be economical for them. He declared that
the state was not aligned with the producers for having multiple
project options to compare for relative economics. He stressed
that there was an important misalignment for the differences and
considerations for decision making. He asked if this should be
considered.
MS. PODUVAL replied that it should be considered, but that, as
this decision will involve billions of dollars, the state's
early investment was relatively low while the value was
significant enough for participation.
CO-CHAIR FEIGE asked for clarification that the project was more
likely to succeed if the state participated from the beginning.
MS. PODUVAL expressed her disagreement, however, she did point
out that it was one thing to say everyone was in this together,
but it was "another thing to be in this together." She opined
that the producers would feel more strongly about the prospects
of the project if there was early alignment of the partners.
Given the amount of investment early in the project to get
through the feasibility stages and its value for information and
participation in the early phase versus the overall value to the
state, it was a trade-off for which the state should be
comfortable.
5:21:32 PM
MR. TSAFOS added that any LNG project had a better chance for
success with an engaged, interested sovereign that supported the
project, rather than a distant, less interested sovereign. More
generally, although a partner may have other interests and
investments and this project would be just one, there was
nothing the state can do to change this. Although the other
partners would review this project, the state could affect the
attractiveness of the project by participating and giving it
support. He stated that there was nothing the state could do if
the project proved to not be economic.
5:24:14 PM
MR. MAYER said that an important thing to remember was that the
nature of the process was characterized by a series of stage
gates for expenditures each based on the results of findings,
which allowed that the project risk falls as time goes on. He
noted that spending would increase and the risk for cancellation
at FID would decrease as time progressed. He said it was
entirely possible to spend the required money on pre-FEED, and
then have a good idea of the economics and attractiveness for
the project to the producers. After this point, the biggest
expenditures would be for detailed, front-end engineering and
design of the final project blue prints for construction. He
said the pre-FEED would cost a smaller portion and should allow
the state more comfort in understanding the potential economics
of the project before it embarks on the next stage.
MR. TSAFOS shared the possibility that a partner did not like
the project prospect at FID. He shared an anecdote that he was
not aware of an LNG project with four partners where one pulled
out at FID. He said that, more often, there is an offer to buy
out the partner without the enthusiasm for the project. He
opined that, if this was a solid project and all the risk had
been mitigated prior to FID, it was more likely for a change in
ownership for the partner lagging in enthusiasm, rather than a
prolonged stalling of the project.
5:28:29 PM
REPRESENTATIVE SEATON expressed his concern that decisions were
made from a different basis. He reported that the State of
Alaska had a different cost basis for its decision than the
other parties, as they would assess relative to their other
projects. He reiterated that the decision making process was
different for the state compared to the other investors, even
though the investment was the same. He expressed his agreement
with full monetary alignment through the front-end studies, but
he questioned the value unless the state money was necessary to
subsidize the project and keep it moving forward.
MR. TSAFOS questioned this interpretation for how the state
would make its decision, noting that although it was the only
LNG project in the state, it was not the only call on the
state's money. He pointed out that the state compared this
against other needs and priorities for state funds. He opined
that this investment today would affect the trajectory of the
project and would keep options open. By agreeing to participate
in advance, it would show a serious approach to the project and
allow for the option to develop.
5:33:09 PM
MS. PODUVAL questioned the assumption by Representative Seaton
that the producers would design a project with key factors
important to the state. She referenced the five off-take points
and expansion, both requested as a condition by the state, and
questioned whether these key provisions would be achieved
without early state participation.
REPRESENTATIVE TARR asked if there would be changes in the HOA
or the MOU in order to meet the conditions as presented by
Representative Seaton.
MR. MAYER offered his belief that it would be necessary to start
over and tear up the HOA and the MOU. It would then be
necessary to take the next several years to negotiate upfront a
full package for determining the project structure and firmer
contractual commitments before any of the pre-Feed work. He
opined that the administration was taking a more gradual process
of steadily increasing commitments as more details were
understood. He questioned the ability to achieve this goal
without being an equal partner in the whole process.
REPRESENTATIVE TARR asked if was really an option for one party
to sell out within this arrangement, as it was prefaced on the
idea of alignment and balance.
MR. TSAFOS replied that a company could buy whatever it wanted
from another company, and with that they would take ownership of
the original agreements to monetize the gas. He offered his
belief that this was not any more complicated than others with
changes of ownership.
REPRESENTATIVE TARR asked if it would involve buying the leases.
MR. TSAFOS replied that it would depend on the situation and the
reason for withdrawal. He relayed that all sorts of ownership
changes had occurred in LNG projects.
REPRESENTATIVE TARR asked whether the royalty in-kind could be
maintained, but the taxes could be limited in order to guarantee
a return of at least 3-5 percent, in order to protect the state
in less favorable circumstances for no return or loss. She
asked if this option had been considered as a means of state
protection.
MS. PODUVAL replied that there had been analysis of scenarios
which revealed that the state was better off with an equity
participation in the project under low prices than without. She
said the revenues would be lower to the state if it left the
production tax regime unchanged and did not take an equity
stake. She stated that during a low price environment, a
portion of the project as royalty in value would bring the state
lower revenues than if it left the royalty in-kind, and took gas
as an equity share. From a practical stand point, the concept
of each party having equivalent shares of gas and project would
eliminate any need of negotiation for deductions and would make
the investment more attractive.
5:42:07 PM
REPRESENTATIVE TARR asked for clarification for the state's
requirement to pay transportation fees, even if there was not
the capacity to meet this, and thereby not receive any revenue.
She asked whether the aforementioned suggestion for return would
guarantee some income.
MS. PODUVAL, in response, offered her belief that any un-
utilized capacity by the state from a lack of sufficient gas to
liquefy and sell was a resource risk, and the loss would not
necessarily be offset by a small percentage of production tax.
MR. MAYER expressed his agreement and restated the reward
relationship for active equity investment, as the risk
decreased. He restated the importance of being an equity
participant when the prices go down, as everyone would rise and
fall together.
5:44:49 PM
REPRESENTATIVE TARR asked whether the timeline for signing
agreements was too aggressive.
MR. TSAFOS replied that these timelines were aspirational, and,
with the exception of the equity option, not deadlines. He
referenced the financial and marketing agreements, noting that
these were either preliminary dates or still to be decided. He
allowed that the dates could be aggressive, although each date
was doable, and "the devil's in the details." He pointed out
that some dates could be adjusted and still meet the overall
deadline. He noted that the equity option agreement was the
only agreement that hinged on a deadline, and the MOU allowed
for this to be extended by both parties if requested. He
expressed agreement that some were more complicated and could
take longer than planned.
5:47:54 PM
REPRESENTATIVE TARR expressed specific concern for the equity
option agreement, and whether it was reasonable to expect
readiness by the end of 2015. She pointed to the amount of work
still to be done prior to this. She suggested that a delay to
2016 was more reasonable, and that the proposed bill would allow
the opportunity to amend.
MR. TSAFOS suggested a review for extension of the date during
the discussion for the equity option agreement with the
administration.
MS. PODUVAL expressed her agreement that the dates were what the
administration was "shooting for," although they were not hard
dates for negotiation. She pointed to the staged approach for
many of the agreements, which she declared as reasonable. She
agreed that some of the dates could change, although she did not
believe the timeline was overly aggressive.
5:50:05 PM
REPRESENTATIVE SEATON asked what was necessary prior to signing
the firm transportation shipping agreements and if it was too
aggressive for this to be signed by December 2015.
MS. PODUVAL, in response, said that firm transportation
agreements were normally signed after there was project cost
information available. She said that this was a bit different
as the firm transportation shipping agreement was not effective
unless the project reached FID, and it was not the only point in
time for the state to make a commitment that it could not take
back. She opined that the December 2015 deadline was not overly
aggressive.
MR. TSAFOS explained that many agreements were interdependent
and contingent on other factors, hence there could not be a
pipeline agreement if the LNG project did not move forward. He
declared that this was the nature of an LNG project, as it was
necessary for many pieces to be determined in parallel, and not
in sequence, in order to become active at the same time.
5:53:40 PM
REPRESENTATIVE SEATON offered an assumption that the project
reached FID and was determined not to be economic and it was not
sanctioned. Assuming that the investment had been made, the
information collected, and the designs approved, he asked if
each party owned the information in its entirety or would it be
necessary to buy out the interest of the other investors in
order for further use of the materials.
MS. PODUVAL deferred to the Department of Law for clarification.
REPRESENTATIVE SEATON asked if something should be written into
the proposed enabling legislation.
MR. MAYER said that equal co-investors should have equal rights,
and that it would be in the state's best interest to know that
it had the rights to this information. He suggested that it
would be up to legal advisors to determine whether more
information was necessary in the proposed bill.
MR. TSAFOS offered his belief that the relationships of each
party would be defined in the joint venture agreements. He
noted that this ownership rights agreement should include the
permits. He offered his belief that few LNG projects were
cancelled, but instead, more work was devoted to develop a
project, which made it necessary to define the ownership rights
of the information.
5:59:33 PM
REPRESENTATIVE SEATON opined that it was necessary for the state
to have full access to the information gathered, given its
investment of $600 million. He pointed out that legislative
direction for the rights to information should be included in
the proposed legislation before moving into the joint venture,
so the state would have the option to pursue another LNG
project.
MR. TSAFOS, in response, said that, regardless of intent, this
would need to be worked out through the joint venture agreement.
He pointed out that there was an underlying tension with that
agreement, as it was necessary to have all parties participating
without the thought that one party would take the information
and start another project. He suggested that the translation of
the intent was important, and had to include the rights for all
the partners.
6:02:28 PM
REPRESENTATIVE SADDLER asked for a scenario should this proposed
large LNG plan fail, and the Alaska Stand Alone Pipeline (ASAP)
takes over. He asked if the ASAP project could expand to the
same size capacity market as the currently proposed LNG project,
and if so, how far could it grow before it triggered similar
provisions, and be subject to the buy-back in from TransCanada.
MS. PODUVAL surmised that it was not clear for substantially
similar and that, should the Alaska Gasline Inducement Act
(AGIA) go away, the ASAP project would need to expand into an
LNG market, as the in-state market was not big enough to absorb
a project larger than what was currently discussed. She
expressed her agreement that the ASAP project could grow and
morph into an LNG export project which would also serve in-state
needs.
MR. TSAFOS pointed out that, after spending years to determine
that a large scale project was not economic, it was not clear
why the ASAP line would be expanded into an export project. He
said the reason for the ASAP line was to have a project if the
export project was not viable. He reflected that it did not
make sense to return to that same path after determining that it
did not work.
6:05:07 PM
[CSSB 138(FIN) am was held over.]
6:06:23 PM
ADJOURNMENT
There being no further business before the committee, the House
Resources Standing Committee meeting was adjourned at 6:06 p.m.
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