Hello and welcome to the ADNOC Drilling Investor Call. My name is Emily, and I'll be your conference operator today. If you would like to ask a question, please press star followed by one on your telephone keypad. I'll now hand over to your host, Vice President of Investor Relations, Max Cominelli, to begin. Please go ahead.
Good day, everyone, and welcome to today's call about ADNOC Drilling Strategic Expansion in Oman and Kuwait. My name is Max Cominelli, Vice President of Investor Relations. Prior to continuing, please refer to the disclaimer on the second slide. Today's presentation includes forward-looking statements, which are subject to risk factors and assumptions. This presentation will be available on our Investor Relations website. I will now pass the floor to our CEO, Mr. Abdulrahman Al Seiari, for his opening remarks.
Thank you, Max, and good day to everyone. As you know, our growth strategy is underpinned by three strategic pillars: inner soul and conventional resources and regional expansion. Today, we are delivering our regional expansion strategy. I'm happy to announce that ADNOC Drilling has partnered with SLB in their Kuwait and Oman drilling business. This is a very exciting opportunity for ADNOC Drilling, and I will share more details. Next slide, please. I'm happy to share our first material regional step, with ADNOC Drilling getting a 70% equity stake in SLB's land business in both Oman and Kuwait. The financial consideration is up to $112 million, including earnout, for eight fully operational land rigs, six in Oman and two in Kuwait. The rigs are under contract with national oil companies in both countries, PDO and KOC.
This transaction will be funded through our existing debt capacity, optimizing our balance sheet. Finally, we expect the transaction to increase our earnings and deliver attractive returns. I will hand over now to Youssef, who will walk you through more details.
Thank you, Mohammed, and good to be here with you all today. As the CEO mentioned, today, ADNOC Drilling has agreed to partner with SLB and get a 70% stake in the land rig business in Kuwait and Oman, comprising eight fully operational land rigs under contract with the respective NOCs of both countries. The stake will be for a financial consideration of $112 million, including an earnout of $21 million linked to the overall business performance. This is a significant but calculated and surgical first step as we look to build a platform for value-accretive and de-risked regional expansion. Oman and Kuwait represent ideal markets for ADNOC Drilling's regional strategy, as both countries have clear drilling plans driven by top-tier NOCs. We are partnering with SLB on this transaction, and the platform we are entering into is already embedded in these markets with pre-qualification and operating history.
From a financial perspective, the transaction is highly attractive and will be earnings-accretive from day one, with an attractive valuation of well under four times 2025 EV to EBITDA. Moreover, there's an opportunity for further upside as we seek to capitalize on our unique integrated offering. Next slide, please. Overall, this transaction will further support in enhancing ADNOC Drilling's growth, providing us with an important foothold into two leading GCC markets. This move represents a calculated and cost-effective approach with a clear focus on financial discipline, value accretion, and risk management. As highlighted previously, this transaction will be value-accretive, delivering premium returns compared to our domestic drilling IRRs. The valuation is also highly attractive, with an EV to EBITDA multiple of less than 4x and immediate earnings per share accretion.
The expansion is supported by a secure backlog of around $4.4 billion, with most rigs under contract until 2028, providing good visibility for operations. Finally, the transaction is further de-risked by the compatibility of the rigs across the region, including our domestic market. Next slide, please. Operationally, the platform is well-diversified, with eight high-performing and contracted rigs, six in Oman with PDO and two in Kuwait deployed with KOC, across a variety of specs from 1,000 horsepower all the way to 3,000 horsepower. Overall, we currently expect this platform FY 2025 revenue of over $120 million, with an EBITDA margin greater than 38%. Next slide, please. To conclude, this is a strategic transaction that enhances our geographic footprint, delivers immediate financial accretion, and positions ADNOC Drilling for long-term growth in the region.
It's small enough not to dilute our profitability and meaningful enough to establish a scalable international platform with further upside. We expect the transaction to close by the end of the first quarter of 2026, pending regulatory approval. Once completed, the platform will fully consolidate the financials into our onshore segment and report it accordingly. This transaction marks the beginning of a new chapter for ADNOC Drilling. It reaffirms our commitment to disciplined growth, shareholder value, and the continued export of ADNOC Drilling's world-class capabilities across the region. Thank you, everyone, and we now open the floor to your questions.
If you would like to ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to speak, please ensure your line is unmuted locally. Our first question comes from Ricardo Rezende from Morgan Stanley. Please go ahead.
Hello. Good afternoon all. Thanks for taking my question. A couple of questions, if I may. The first one, I think in the previous call, Youssef, you mentioned the potential for OFS in other geographies. How would you compare the potential in Kuwait and Oman to the current levels that you have in the UAE? The second question is, just on the total addressable market for those two geographies, how big it could be for ADNOC Drilling? Thank you.
Thank you, Ricardo. I think with regard to the OFS, definitely, I mean, today we are very extensively engaged in Abu Dhabi, and we are on 57 rigs and plan to go to 62. Now, this is an opportunity also for us to take it to the sectors that we are talking about, both Kuwait and Oman. Actually, we have a tender in hand from both Kuwait and Oman on the certain discrete services, cementing services kind of thing for both countries, and that we will be participating. Now, this is outside of this JV, but definitely, I mean, the opportunities are there for us to expand there. In relation to the rigs, today, as we talk, I mean, you can understand from the JV that we are establishing here, we are talking about eight rigs: two in Kuwait, six in Oman. Now, can we go for additional?
I think we are at the stage where we are establishing this JV and starting a new journey in the region. For sure, I mean, working with our partner, SLB, we can look at the opportunities as it comes. At least this is a start where we really wanted to move the needle from being within the Abu Dhabi market only and in the region. This is a start of a journey, I believe, and hopefully, it will be quite successful for the future to come. I hope this answers both questions. Unless if there is more clarification, Ricardo, please let me know. Or Youssef, if you would like to add something.
No, I think this is perfect, Mohammed. Maybe just on the market sizing point. The conventional land drilling market in Oman and Kuwait combined will be more than three times the size of the land drilling market in Abu Dhabi, with almost more than 300 rigs combined between the two markets. We are effectively starting now with eight rigs. We are talking about low single-digit market share. The idea is to try to ramp this up more towards kind of a high single-digit market share over time, whether, as Mohammed said, through potential further discussions within our joint venture with SLB, as well as potentially additional expansions outside the joint venture as well.
Because the joint venture with SLB, as Mohammed said, is just the start of a wider regional drilling platform by ADNOC Drilling, which can potentially entail other partnerships and joint ventures in the region, in addition to the one with SLB as well. Similarly for the oilfield services, you can think of this as well as kind of directionally in line with also the market size of the drilling. It is quite substantial. Effectively, we're going to be looking to use that kind of existing platform we have, even though, as Mohammed mentioned, the services are not from the same joint venture with SLB. However, the services will be from our overall regional platform, which the joint venture is one part of.
Definitely having on-ground presence and teams and relationships, in addition to the pre-qualifications we have secured and the additional things we have in the pipeline, which also come potentially with additional pre-qualifications, all of that would allow us to, over time, increase our share of the OFS. You can think of it as a journey. The same way in the UAE, we started with drilling, and then by adding the services, we benefited from the integration of both, and that gave us significant competitive advantage. We look to effectively, over time, replicate that competitive advantage in Oman and Kuwait by effectively having that combined integrated offering over time.
That was very clear. Thank you both.
Thank you. Our next question comes from Anna Kishmaria with UBS. Please go ahead.
Good day. Thank you for taking my question. I have several. First, starting with the contract lengths, you mentioned that most contracts are going until 2028. Can you provide a bit more color on which rigs do not have this length? And would you expect these contracts to be continuously rolled over? That is one. Second question will be around the exit plan post-lockup period for SLB. What is a lockup period, and at what terms there could be an exit from this 30% stake? And finally, what would be the maintenance CapEx associated with these rigs? Thank you very much.
Thank you, Anna. I will ask you probably to repeat the last question, last part of it. In relation to the contracts, the majority are up to 2028 with potential to extend also. Definitely, this drilling business, especially in both regions, they continuously go under competitive tendering approach kind of thing. That will be quite repeated kind of approach. It's not like it's the deadline 2028 and everything will be closed out. It will be just another opportunity to extend, provided we get the right numbers. The other part was on the lockup period. Contractually or the plan that we have with our partners, it will be three years. Again, that's something also probably we can look at for options to extend. Depends. I think to start, see what we have done in Abu Dhabi.
Today, we have done a joint venture with SLB and established a tenure. That started really very well and is showing good progress into the partnership that we have established. Today, we are having this JV. The opportunities are there. The business is there. Provided we can both, I mean, within this period of time that we are talking about three years, maybe we can look at more opportunities to work together, not only in the GCC region, probably others, but we have to assess those options. Definitely, I mean, to us, will be something on top of all the plans. Was there anything else, Anna?
I think there was the maintenance CapEx, Mohammed.
My question was around maintenance CapEx. Yes, thank you.
Yes, perfect. I think just very quickly.
Maintenance capex?
Yes, Mohammed.
Go ahead, Youssef.
Yes, perfect. Just kind of reiterating very quickly. As Mohammed mentioned, six rigs out of the eight, the expiry is towards the end of 2028. Hence, the vast majority of this is a three-year-plus pipeline. The couple which expire a bit earlier, we also have the earnout as part of the transaction to make sure we are linking the consideration to the contract renewal and the overall business performance, which further de-risks the consideration. In addition to the fact that, as you have seen, the deal is priced at the contracted backlog level. We are looking at around $400 million of backlog at around the 40% EBITDA margin. It is around $160 million of EBITDA backlog. Hence, all of the extensions basically provide further upside. The payback comes directly from the existing backlog.
Also, in terms of your point around the constant renewal, SLB has been operating this business for over 55 years now, starting with Oman and then later entering Kuwait. Obviously, these rigs have been, some of them have been built for purpose. For example, the Kuwait rigs, these are 3,000 horsepower rigs that were built for purpose to do deep drilling in Kuwait. Similarly, the rigs in Oman, four out of the six are premium 2,000 and 3,000 horsepower. Hence, these are specialized deep drilling rigs that effectively do have a clear competitive advantage. The two smaller rigs in Oman, the 1,000, are newer rigs. Hence, all the rigs either have the benefit of young age or premium capabilities or both.
In terms of your question about if it's after the three-year lockup, to the extent there is any transaction there, then it would happen at fair market value. As Mohammed said, there's also, given the deep relationships with SLB and the multiple partnerships, that may also be extended if it makes sense for both parties. Otherwise, it will be at fair market value at that point in time. In terms of the capex, for the first couple of years, the capex level will be around $15 million per year, one-five. This is to reflect the maintenance plus some of the upgrades which are required for these rigs. Hence, effectively, we're looking at an EBITDA of around $50 million minus the $15 million of capex.
Once you adjust for taxes and working capital as well, we end up with free cash flow between $25-$30 million for these rigs. Once the first two years are over, the CapEx will drop to the maintenance CapEx, which is around half of that, so around $7.5 million. That will result kind of in a further free cash flow boost starting kind of after a couple of years.
Thank you very much, very clear.
Thank you. Our next question comes from Ruben Dewa with Jefferies. Please go ahead.
Hi, good afternoon. Thank you very much for taking my questions. I just have two on my side. Are you able to give us some more color on the economics of the contracts that you have in Oman and Kuwait? I just wanted to understand why you receive a higher IRR versus the domestic UAE rig framework, given you have the lower margins in Oman and Kuwait. That is my first one. Then secondly, I was wondering, you give the EBITDA margin for these rigs, but do you have a net income margin you could share with us as well? Thank you.
Thank you, Ruben. I will have majority to be responded by Youssef, but definitely, I mean, the evaluation start was very attractive. That is why, I mean, the IRR is high. Youssef will give more color into this information. Youssef, can you take over, please?
Yes, definitely. Mohammed, to your point, the higher IRR is a function of the fact that these are existing rigs, effectively secondhand, and as Mohammed said, acquired at a very attractive price. Basically being acquired at under 4x EBITDA. That is what is creating the more favorable IRR compared to our existing rigs, which are either kind of some of them are brand new or potentially kind of younger, even younger age. However, obviously, having said that, our rigs in Abu Dhabi are contracted for 15 years initially, and hence the stability of the rate and the commitment obviously offsets that. I think the way we look at this is it is not necessarily that these rigs are better than our rigs. It is just that there is a higher IRR to rightly so reflect the higher risk that we take on these assets by effectively having shorter-term contracts.
For us, both are adequately priced to reflect the underlying risk. Also, for these regional rigs, because we have them in specs which are compatible with the specs in Abu Dhabi, we are buying them at IRRs which imply market-level risk because of the shorter-term contracts. Because we have the backstop in Abu Dhabi, we're able to effectively almost arbitrage that risk by kind of buying at market-level IRRs which reflect the risk, and then separately de-risking that by having the backstop option to bring them back to Abu Dhabi. In terms of net income expectation, it's $25 million that we expect. It's around a 20% net income margin on around $125 million of revenues.
Thank you very much. Very clear. I'll hand over.
Thank you. Our next question comes from Mike B Picker with Barclays. Please go ahead.
Good afternoon, everybody. Just a quick question. Obviously, you say you've bought these rigs at a competitive price on a high IRR. That suggests to me it's quite a tough and competitive market in the region. Can you talk about the competitive landscape that you're going to have to face? Who are the key opponents you're going to be facing and what the competitiveness is in those regions just as we stand?
Thank you, Mike. Definitely, I mean, the competition will be high in the region, especially Youssef mentioned there is around 300 rigs which we are talking about between the two places, between Oman and Kuwait. There is competition. We believe also we are ready for that. I mean, the partners have been there for quite a long period. It is not, I mean, a new market to them as SLB. They have been there in different fronts. Now, some of those rigs have been upgraded. Some of the rigs are reasonably new. For us as ADNOC Drilling also, I think we have beyond just competition, we have efficiencies, and that can be something that we can sort of transfer to the region. That makes us also competitive in terms of overall attractiveness to the system. Definitely, it is a market that we will learn a lot from.
For sure, we will be able to sort of grow more as we go. I mean, we've been quite frequently doing some benchmarking with the region, how we are compared to the region. Again, to satisfy our, what you call, Abu Dhabi partners. In Abu Dhabi, we have shareholders who also, they are shareholders in the same regions, I mean. Continuously, that part of the benchmarks is looked at just to make sure we are not beyond the market. Youssef, if you would like to add any more to this.
Exactly, Mohammed. As you mentioned, we totally appreciate the competitive nature. That is why, as Mohammed mentioned, we are also going with a player who has been in the market for 55 years and has managed to compete and get built-for-purpose rigs in and win awards for them and get constant renewals. That is precisely why we did it as a partnership with the partner having double skin in the game, one by maintaining a minority stake, one by having an earn-out to continue to drive by effectively retaining the entire team of that as opposed to trying to go into greenfield into the market. It is precisely because of the reasons you mentioned.
Thank you, gents.
Thank you. Our next question comes from Guillaume Delaby with Bernstein.
Yes, good afternoon and congrats. I remember at the time of the IPO that regional expansion basically was, as you said, a key pillar. You just did it. So congratulations. Two quick questions, if I may. First, with SLB, is it only, I will say, a joint venture partner for basically the next coming years, or is this partnership going to expand? Could it include, I do not know, some kind of oilfield services or whatever? Maybe if you could elaborate a little bit on that. My second question, it relates to the clients of those rigs, so the national oil companies of Kuwait and Oman. Maybe can you provide a little bit of, I would say, personal color? Do you know them well? What kind of relationship do you have with them? It would be very helpful. Thank you.
Thank you, Guillaume. Thank you very much for the initial feedback. I mean, definitely, it was very strategic plans that we set during the IPO for the regional expansions. Today, Alhamdulillah, we have the first step out. Though last year, probably we were out also with Jordan, but this, what we have today, is something we wanted to work very extensively. Definitely, I mean, it is a good step forward. In this period also, we have, by the way, qualified in both markets of Kuwait and Oman, pre-qualified, whether it is in the rig services or cement services. Hopefully, we will be having those tenders also as ADNOC Drilling. With regard to the JV with SLB, I mean, it is a partner that we really appreciate and a strong partner that we will work together.
Now, definitely, I mean, we are very much ambition as ADNOC Drilling. We would like to expand more and more because we have that appetite. I mean, today, we have so much knowledge within Abu Dhabi market to deliver, whether it is rig services or oilfield services, unconventional, you name it. I mean, all those things are happening through ADNOC Drilling. We will be eager to do that. I mean, and definitely, we will work with our partner. If he's interested, we will look at the option to expand also. That will be a joint thing that we need to agree together for. Now, with regard to the client, I mean, yes, we are familiar with the client. Some of them, we know them. Some within the ADNOC ecosystem, they know them very well.
Actually, today, I had a call with the clients of PDO, I mean, as a courtesy, telling them about this JV. Really, they were very much appreciative, and they can see the value that will come hopefully through this JV. I mean, it was quite a positive call. Very soon, I mean, we will be meeting them face-to-face also as partners together rather than individuals kind of thing. I hope that answers then. Or Youssef, if you would like to add more.
This is perfect. Thank you, Mohammed.
Okay.
Thank you very much. Very clear. I turn it over.
Thank you.
Thank you. The next question comes from Ildar Kaziev with HSBC. Please go ahead.
Thanks. Hi, everyone, and congratulations on the transaction. I'd like to ask about the markets of Oman and Kuwait in general. How would you compare, let's say, Abu Dhabi to these markets in terms of market-wide growth potential? From the geology perspective, are these markets more mature, more challenging? How do they look in terms of oil fast content in comparison to your domestic market? Thank you.
Thank you, Ildar. Now, in terms of geology, I would say plus or minus same. I mean, if you look at Abu Dhabi geology, the spread that we have is about across 300 km spread of geology for different types of reservoirs that we are either exploring or producing. With that, I mean, we have all different kinds of capabilities. If we talk about shallow wells, we have those capabilities. If we are talking about deep wells, we have those capabilities. Also, I mean, from what we've been talking over the last couple of years, we've been delivering world records also. I mean, when we say about world record 53,000 ft extended reach, it is not deep well extended reach, which is almost no one having that kind of capabilities today except ADNOC Drilling, Alhamdulillah, working with the client programs to make it happen.
To me, in terms of the geology and what I need, plus or minus is the same. It is just Kuwait, okay, they are more slightly deeper wells they have because of the geology, 3,000 HP rigs, which again, we are extensively using in Abu Dhabi, whether it is 3,000 HPs or 2,500, we are using them extensively, and it is okay with us. Oman have plus or minus 1,500 and also 2,000, probably very little in the 3,000 HPs. In terms of capabilities of the rigs, we have quite, I would say, wide experience on all those different types of geologies that we are operating in Abu Dhabi, almost 300 km spread kind of thing. I hope that answers that.
Yes, thank you so much. Thank you. Congrats again.
Welcome. Thanks.
Thank you. Our next question comes from Akash Tomar with CECO. Please go ahead.
Hi. Thank you so much for giving the opportunity and the detailed presentation. Congratulations on this new venture. This is Akash Tomar from CECO. I have just one question and wanted to get your thoughts on that. So far, Abu Dhabi was a closed environment, right? You were the only operator there, and you were not present elsewhere. With you going to Oman and Kuwait and potentially other places, does that open a door for other companies to come into Abu Dhabi, or is that not there on the table? Just wanted to get your thoughts on that.
Thank you, Akash. I think just for information, Akash, Abu Dhabi has never been closed. I mean, today, as we talk, we have rigs from so many different parts of the world, which they are operating in Abu Dhabi. I mean, whether it is, I mean, whether it is jack-up rigs or land rigs also. Again, yes, we are the dominant provider. If there is any rigs, let's say, required, we secure them through open tenders from the market, whether it is international market or the Asian market. On the other side of the services, it's been forever open for different types of players who are here. I mean, whether it is international, local, all of them are available, and extensive competition goes through.
I mean, similarly to what I was answering to, I think, to Guillaume probably when I was saying about the benchmarks that we are doing continuously just to see ourselves where we are with the region. But definitely, I mean, quite open. I mean, companies registered in Abu Dhabi, they can participate, and they get business when there are opportunities. I hope that answers Akash.
Yeah. Maybe if I can just add quickly, just to be very clear, there's categorically no change. Just to be very clear, there's categorically no change in the operating environment in Abu Dhabi. And us going outside just kind of in no way is us diversifying away from Abu Dhabi or hedging for something or seeking any change. It's purely to add additional growth that is de-risked and accretive on top of what we have. But there is zero change in the operating environment in Abu Dhabi, whether from a kind of an operating model perspective, whether from a market demand perspective. If anything, you would have seen the news around a week ago as part of the U.S. visit that now there's an additional unconventional concession for EUG on top of the ADNOC total concession and the Petronas concession. There's a further expansion of the ZACOM field with Exxon.
There's a further expansion of the onshore sour gas Shah field with OXY. Demand in Abu Dhabi is increasing. The requirement for the rig is increasing. The operating model remains exactly the same in terms of how we operate. This is all incremental growth on top that actually becomes more de-risked the more there is demand in Abu Dhabi because then we know that we can always bring these rigs back. Whenever we go outside, it's actually signaling that there's even more confidence in Abu Dhabi that is creating more de-risking that's allowing us to even make more of these moves.
Oh, that's very helpful. Thank you. Thank you, Mr. Youssef. I really appreciate the transparency on the numbers. Thank you so much and all the best.
Thank you.
Thank you. We'll turn the call back over to CEO Mr. Abdulrahman Al Seiari for closing remarks.
Thank you. Thank you for all joining this call. To me, the way I see it, very positive and very interactive. I mean, the questions which are coming in, very specific, very detailed. Really, to me, it's appreciative. It only gives me more drive towards going to the next growth element to move forward faster kind of thing. Thank you very much. I appreciate the session, and I hope we were being able to answer the questions to your expectations. Thank you once again. Appreciate it.
Thank you, everyone, for joining us today. This concludes our call, and you may now disconnect your line.