Sable Offshore Corp. · NYSE:SOC

Sable Offshore — Flame Acquisition — SPAC Merger (March 2023)

27 slides from Sable Offshore's SPAC merger presentation, Mar 21, 2023

  1. Slide 1: Sable Offshore Corp. Investor Presentation March 2023

    Sable Offshore Corp. Investor Presentation March 2023

  2. Slide 2: Disclaimer

    Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alte

  3. Slide 3: Disclaimer (Cont'd)

    Disclaimer (Cont’d) PARTICIPANTS IN A SOLICITATION Sable, the SPAC, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with certain matters related to the business combination and may have direct o

  4. Slide 4: Disclaimer (Cont'd) Use of Projections

    Disclaimer (Cont’d) USE OF PROJECTIONS This presentation contains financial projections for Sable and the SPAC (as successor to Sable in the business combination) after giving effect to the business combination, including with respect to its future revenues, EBITDA, capital expenditures and non-GAAP

  5. Slide 5: Key Transaction Highlights

    Key Transaction Highlights Sable Offshore Corp. (“Sable”) has entered into an agreement to merge with Flame Acquisition Corp. (“FLME”, “Flame”, or the “Company”). Sable has separately agreed to acquire the Santa Ynez Field and associated assets (“Santa Ynez”, “SYU”, or the “Acquired Assets”) from Ex

  6. Slide 6: Transaction Summary

    Transaction Summary Summary of Proposed Transaction Indicative Transaction Overview â—¼ 1 Sable has entered into an Sources of Funds ($MM) agreement to acquire SYU from Exxon – proprietarily sourced by SYU Oil Field and Associated 3 1L Term Loan (Net of $19 MM Deposit) (1) $623 Sable / Flame managem

  7. Slide 7: Key Investment Highlights

    Key Investment Highlights Santa Ynez & Sable are Highly Integrated, Synergistic Assets with a Compelling Investment Profile ✓ Consistent with Flame Investment Thesis 1 ✓ Experienced Executive & Operations Team with Offshore California Expertise 2 ✓ Commitment to ESG & Best-in-Class Operations 3 ✓ Oi

  8. Slide 8: Strategically Aligned with Flame Thesis

    1 Strategically Aligned with Flame Thesis â—¼ Sable management targeting â—¼ Asset acquisition metrics are Conservative long-term leverage ratios of Attractive ✓ very favorable against intrinsic ✓ Leverage ~1.0x to maximize flexibility Returns value and public benchmarking for distributions and Prof

  9. Slide 9: Sable – Management Team

    2 Sable – Management Team Sable has Re-Assembled its Premier Management and Operations Team â—¼ Mr. Flores is Sable’s founder and has served as the Chairman and Chief Executive Officer since its inception Jim Flores â—¼ From May 2017 until February 2021, Mr. Flores served as Chairman, Chief Executiv

  10. Slide 10: Sable – Management Team History of Value Creation

    2 Sable – Management Team History of Value Creation 1995 2000 2005 2010 2015 1992 2002 2003 2010 2012 2013 2014 Started Flores & Rucks; Plains Exploration & Ocean Energy Acquired Eagle Ford assets Acquired Deepwater GOM Sold PXP to Sold Eagle Ford assets IPO’d in 1994 and later Production spinoff fr

  11. Slide 11: Sable Management Team Has a Strong ESG & Operational Track Record in California

    3 Sable Management Team Has a Strong ESG & Operational Track Record in California Sable Management Team is an Award-Winning California Operator Offshore Highlights â–ª In 2004, Received Santa Barbara County’s First and Only “Resolution for Good Operator” Recognizing PXP’s Outstanding Operating Perfo

  12. Slide 12: SYU – Premier Offshore Project Developed by Exxon Over 40+ Years

    4 SYU – Premier Offshore Project Developed by Exxon Over 40+ Years SYU Development Background Discovered in 1968, over the course of 14 years Exxon consolidated more than a dozen offshore federal oil leases into a streamlined production unit known as SYU SYU construction began in 1976 with Platform

  13. Slide 13: SYU – Significant Production History & Significant Resource Potential

    SYU ? Significant Production History & Significant Resource Potential Santa Ynez Unit Overview Between 1981 and 2014, SYU produced over 671 MMBoe ? Production averaged 29 MBbl/d and 27 MMcf/d in 2014 (gross), the last full year when the asset was online ? Low, stable decline anticipated of ~8% o

  14. Slide 14: Wholly-Owned Infrastructure at Las Flores Canyon Reduces Cash Costs

    Wholly-Owned Infrastructure at Las Flores Canyon Reduces Cash Costs Las Flores Canyon Cogeneration & Processing Facility Fully integrated oil and gas processing facilities to be acquired by Sable for managing 100% of the SYU produced volumes with additional capacity for future SYU development Gas an

  15. Slide 15: Substantial Run-Rate Cash Flow Generation Once SYU Re-Start is Complete

    Substantial Run-Rate Cash Flow Generation Once SYU Re-Start is Complete… Ability to Implement a Robust Shareholder Return Policy Once SYU is Online Forecast & Financial Summary Run-Rate period reflects the first 12 months after production re-start, which is January 2024 through December 2024 Sable m

  16. Slide 16: Attractive Valuation Relative to Peer Group

    Attractive Valuation Relative to Peer Group Highest Yield of the Peer Group 30% Discount to Peer Group on TEV / EBITDA Deep Discount to Intrinsic Value 71% Discount to Peer Group on PDP Reserves (7) 37% Discount to Peer Group on Net Production Category Acquired Asset Metric (1) PF Multiple Peer Aver

  17. Slide 17: Favorable Operational & Financial Metrics

    Favorable Operational & Financial Metrics I Large Production Base II High Margin Substantial Free Cash Flow III & Distribution Capacity IV Attractive Valuation Conservative Leverage V Profile VI Low Reinvestment VII Deep Inventory Opportunity VIII Shallow Decline ~28 MBoe/d Net Production Forecast O

  18. Slide 18: Additional Detail

    Additional Detail

  19. Slide 19: SYU Acreage Overview

    SYU Acreage Overview Acreage Overview Offshore Position ? 16 Federal Leases, ~76,000 acres ? First leased in 1968 Santa Ynez Unit Agreement ? Effective date: November 12, 1970 ? Unit blocks: OCS-P 180, 181, 182, 183, 18

  20. Slide 20: SYU Pipeline Status

    SYU Pipeline Status Significant Planning Effort Underway to Prepare for Restart ? 4/1/21 AAPL submission to the California Fire Marshal (“OSFM”) for approval of the AB864/Consent Decree compliance plans ? 12/4/21 OSFM accepts AAPL’s AB 864 Supplemental Implementation Plan ? 3Q22 zoning clearance app

  21. Slide 21: Undrilled Inventory Overview

    Undrilled Inventory Overview New Drill Inventory Overview ? SYU comprises several discrete fault bound accumulations; compartments defined by pressure compartments ? 2015 analysis identified step out potential for untested fault compartments or sub accumulations ? Technical opportunity inventory bas

  22. Slide 22: Substantial Resource Base

    Substantial Resource Base Contingent Resource Summary (1)(2) Net Estimated Contingent Resources and Production Estimated Cash Flows ($MM) (3) (4) Oil Gas NGL Total 2024E Prod. R / P Capex PV-10 Category (MMBbls) (MMcf) (MMBbls) (MMBoe) (MBoe/d) (x) ($MM) Current Strip 5% Strip Inc. 10% Strip Inc. NS

  23. Slide 23: Substantial Resource Base – Sensitivity Analysis at $50/Bbl Brent

    Substantial Resource Base – Sensitivity Analysis at $50/Bbl Brent Price Scenario Contingent Resource Summary (1)(2) Net Estimated Contingent Resources and Production Estimated Cash Flows ($MM) (3) (4) Oil Gas NGL Total 2024E Prod. R / P Capex PV-10 Category (MMBbls) (MMcf) (MMBbls) (MMBoe) (MBoe/d)

  24. Slide 24: Historical Net Lease Operating Expenses

    Historical Net Lease Operating Expenses Overview of Historical Net Lease Operating Expenses ($MM) (1) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 YTD 2023 Production (2) Oil Production (MMBoe) 9.2 8.9 3.0 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Gas Production (Bcf) 8.5 8.2 3.1 0.0 0.0 0.0 0.0 0.0 0.0

  25. Slide 25: Ownership Analysis Across Redemption Levels

    Ownership Analysis Across Redemption Levels Ownership Analysis Across Redemption Levels Redemption Levels 0.0% 50.0% 100.0% Investor Units Shares (MM) Ownership (%) Shares (MM) Ownership (%) Shares (MM) Ownership (%) Merger Consideration Shares (1) 3.0 6.2% 3.0 6.8% 3.0 7.5% Founders Shares 7.2 14.8

  26. Slide 26: Summary Risk Factors

    Summary Risk Factors Risks Related to Restart of Production We need to satisfy a number of permitting obligations and other requirements before we can restart production. The requirements to restart Lines 901 and 903 include those set forth in a federal court consent decree. While the operator of th

  27. Slide 27: Summary Risk Factors (Cont'd)

    Summary Risk Factors (Cont’d) The listing of a species as either “threatened” or “endangered” under the federal and/or California Endangered Species Act could result in increased costs, new operating restrictions, or delays in our operations, which could adversely affect our results of operations an

Flame Acquisition — SPAC Merger (March 2023) on 6ix