Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”

It's Dead JimIt’s a sad day for Halliburton and Baker Hughes. The two companies intended to get married, with Halliburton buying out BH and merging it in a deal worth $35 billion (see Shotgun Wedding: Halliburton Forces Baker Hughes to Sell). That was in November 2014. Since then, the two companies have jumped through every hoop demanded of them, including shedding assets (see Halliburton/Baker Hughes Hold a Pre-Merger Garage Sale). By the end of last year, rumors were circulating that the deal is in trouble (see Whispers Turning in Chorus, Halliburton/BH Deal in Trouble). Then European regulators began throwing cold water on the deal (see Europe Puts Halliburton/BH Merger Under a Microscope). No problem–HalliHughes thought they could still pull it off. But then the bullies of the Obama Justice Department got involved and sued to block the deal (see Obama DOJ Sues to Block Halliburton/Baker Hughes Merger). We can’t remember a time when the DOJ opposed a big deal it ended up happening. And so it is with this one. The bullies have won. In a rare Sunday press release, Baker Hughes says the deal is now off–and Halliburton owes Baker Hughes $3.5 billion in a breakup fee–due by this Wednesday. Happy May Day, Halli!…
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Ouch: Halliburton Axed ~200 Jobs in Lycoming County Last Friday

cutting jobsJust a few years ago Halliburton, the second largest oilfield services company in the world, employed 600 people in its operation center located in Lycoming County, PA. Today? There are 40 working there. Some 200 of Halliburton’s Lycoming employees were laid off last Friday. Lycoming County is relatively rural with the city of Williamsport as its county seat. Losing 560 jobs, 200 of them in one go, is a huge blow to the area. We grieve with those who have lost their jobs–and with their families who depended on those jobs…
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Scuttlebutt: With Halliburton Deal Crumbling, GE Eyes Baker Hughes

rumor-mill.jpgLast Thursday MDN brought you the news that the Dept. of Justice has decided to try to block the merger/buyout of oilfield services company Baker Hughes by bigger oilfield services company Halliburton (see Obama DOJ Sues to Block Halliburton/Baker Hughes Merger). When you add up opposition from both Europe and Brazil, this deal looks like it will never take place. So what happens now? Halliburton/BH say they will fight the DOJ’s action. But let’s get real. When was the last time anyone went up against the DOJ antitrust division and won? Which brings us to the rumor mill, which is now swirling that General Electric’s (GE) Oil & Gas division may make a run at buying out Baker Hughes…
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Obama DOJ Sues to Block Halliburton/Baker Hughes Merger

That didn’t take long. Yesterday MDN told you that sources in the Obama Dept. of Justice (DOJ) were leaking to the press that they would soon file a lawsuit against the Halliburton/Baker Hughes merger, in order to block it (see DOJ “Preparing Lawsuit” Against Halliburton/BH – Deal Looks Dead). They did. Yesterday the DOJ filed to block the merger saying the “merger would eliminate significant head-to-head competition in oilfield services industry.” Halliburton and Baker Hughes were quick to respond saying they will “vigorously contest the U.S. Department of Justice’s (DOJ) effort to block [the] pending merger.” Bring on the lawyers! Halliburton/BH say the DOJ has “reached the wrong conclusion in its assessment of the transaction and that its action is counterproductive, especially in the context of the challenges the U.S. and global energy industry are currently experiencing.” Here’s the dueling press releases issued yesterday…
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DOJ “Preparing Lawsuit” Against Halliburton/BH – Deal Looks Dead

Yesterday MDN told you that the U.S. Dept. of Justice has sued investment firm ValueAct Capital with an accusation that ValueAct has inappropriately pulled strings with both Halliburton and Baker Hughes in their planned merger (see DOJ Sues ValueAct Capital for Meddling in Halliburton/BH Merger). It seems that’s not the only lawsuit the DOJ is going to lodge. According to the Wall Street Journal and other national media sources, the Obama DOJ has let leak they plan to sue Halliburton/Baker Hughes to stop the merger. It appears as if it’s all but dead. The Europeans are not fans of the plan (see Europe Puts Halliburton/BH Merger Under a Microscope). Brazil is also against the deal (see Is the Halliburton Buyout of Baker Hughes in Trouble?). If the DOJ turns against it–there’s no way the deal will happen, in our humble opinion. Here’s the latest in the shotgun wedding that may turn out to be a couple at the alter with no one willing to marry them…
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DOJ Sues ValueAct Capital for Meddling in Halliburton/BH Merger

So what’s happening with Halliburton’s $34.6 billion buyout of Baker Hughes? At last check the deal was at best a 50/50 proposition as to whether or not it would happen. Europe currently has the deal under a microscope (see Europe Puts Halliburton/BH Merger Under a Microscope). The European Commission launched a “second phase” of their investigation into the deal, which is problematic for Halliburton. The European Commission says they see “serious potential competition concerns” with the deal. Not good. But that was in January. Since then we’d not heard anything about the deal’s progress–until now. Yesterday the U.S. Dept. of Justice sued ValueAct Capital, accusing the company of purchasing $2.6 billion worth of stock in Halliburton and BH with “the intent to influence the companies’ business decisions as the merger unfolded.” The company has been charged with violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act…
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Halliburton’s Ugly 4Q15: Fired Another 4,000, Lost $28M

Oilfield services giant Halliburton, with major operations in the Marcellus/Utica, released their fourth quarter and full year 2015 update yesterday. It wasn’t pretty. For the last three months of 2014, Halliburton made $901 million in net income. For the last three months of 2015, that number went to minus $28 million. There are a number of reasons for the big swing. The price of oil (and gas) tanked in 2015, and with it, drillers laid down rigs operated by Halliburton. Top line revenue–how much revenue came in–tanked in 4Q15. In 4Q14 Halliburton’s total revenue was $8.77 billion, and in 4Q15 the number was $5.08 billion. Add in higher impairment costs (a permanent devaluing of a company’s assets on paper), costs related to laying off another 4,000 workers in 4Q15, costs related to buying Baker Hughes, etc., and the numbers for Halliburton are ugly. Total revenue for full year 2015 was $23.6 billion, a decrease of $9.2 billion, or 28%, from 2014. Reported operating loss for 2015 was $165 million, compared to reported operating income of $5.1 billion for 2014. Even so, Halliburton’s president Jeff Miller puts a happy face on and says the company is doing better than its peers…
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Europe Puts Halliburton/BH Merger Under a Microscope

The Halliburton buyout/merger with Baker Hughes continues to be in trouble. In November 2014 MDN first reported on the deal, really Halliburton forcing Baker Hughes, to merge, with Haliburton paying an expected $34.6 billion (see Shotgun Wedding: Halliburton Forces Baker Hughes to Sell). Both companies have major operations in the Marcellus/Utica, so this merger is of keen interest for those of us in the northeast. Along the way both companies have had to sell off certain assets to please government regulators (see Halliburton/Baker Hughes Hold a Pre-Merger Garage Sale). The “marriage” was supposed to happen by the end of last year, but the U.S. Dept. of Justice isn’t satisfied. They have anti-trust concerns that, so far, Halliburton has not been able to address to DOJ’s satisfaction (see DOJ Tells Halliburton/Baker Hughes “No Deal Yet” – What’s Next?). What was a few whispers has become a chorus that the deal may be in trouble (see Whispers Turning in Chorus, Halliburton/BH Deal in Trouble). Add one more worry to the list: The European Commission has launched a “second phase” of their investigation into the deal, which is problematic for Halliburton. The European Commission says they see “serious potential competition concerns” with the deal. Halliburton/BH says, no big deal…
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DOJ Tells Halliburton/Baker Hughes “No Deal Yet” – What’s Next?

As we told you yesterday, the Halliburton buyout of Baker Hughes continues to be in trouble due to regulators (see Whispers Turning in Chorus, Halliburton/BH Deal in Trouble). Regulators in Australia and Brazil are balking at the deal, and there’s grumbling in the European Untion. But that’s all inconsequential compared to the main obstacle–the U.S. Dept. of Justice (DOJ). Earlier this week Halliburton/BH announced the timing agreement to reach a deal with the DOJ will expire with no deal worked out with the feds. However, they will keep working on a deal with the DOJ–they haven’t given up. What it means is that the new marriage date, which had slipped from December 1st to “early 2016,” will now be April 30, 2016–more than a year after announcing their nuptials. That is, IF they can hammer out a deal that pleases the bureaucrats at the Obama DOJ. Here’s the statement from Halliburton/BH issued earlier this week…
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Whispers Turning in Chorus, Halliburton/BH Deal in Trouble

Just one week ago MDN alerted you to what were (then) whispers that the Halliburton buyout of Baker Hughes not be the done deal they portrayed it as (see Is the Halliburton Buyout of Baker Hughes in Trouble?). The whispers that there’s trouble in regulatory paradise around this deal are quickly becoming a chorus. Here are a couple of more articles, from reliable and respected news services, questioning whether or not the merger will happen…
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Is the Halliburton Buyout of Baker Hughes in Trouble?

Is the Halliburton/Baker Hughes wedding in trouble? Last time we checked in (in September) both companies were holding garage sales to dump business units to comply with regulators’ concerns over anti-competitiveness (see Halliburton/Baker Hughes Hold a Pre-Merger Garage Sale). Halliburton is attempting to buy Baker Hughes in a deal worth $34.6 billion (see Shotgun Wedding: Halliburton Forces Baker Hughes to Sell). The shotgun wedding was supposed to happen by the end of this year, then got pushed into early next year. Halliburton has experienced a series of “headaches” with their proposed buyout of Baker Hughes. Now the headaches are, according to one source, turning into a migraine. Yesterday the country of Brazil lodged complaints and concerns over the proposed merger. Brazil’s opposition alone would not be enough to sink the deal–but Brazil’s opposition combined with opposition coming from other sources just may be enough…
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Halliburton 3Q15: $54M Loss, Cut 18,000 Jobs Over Past Year

red inkIt continues to be tough times at Halliburton. Although the company is in the process of buying smaller competitor Baker Hughes, Halliburton themselves are having a hard time keeping their proverbial nose above water. In the third quarter of 2015 the company lost $54 million and laid off another 2,000 employees. Earlier this year Halliburton laid off 10% of its workforce–some 9,000 people (see 3rd Shoe Drops: Halliburton Lays Off Additional 2,600). In September, an internal company document surfaced saying the company has plans to lay off a total of 20,000 people. They’re almost there. According to an email from a Halliburton spokesperson, the company has now laid off 18,000 people since last year–a number much higher than previously confirmed by the company. In a phone conference yesterday, Halliburton officials said first quarter of next year will likely be the lowest point they hit with respect to a decrease in business/revenue, and after that things will improve. From their lips to God’s ears–we hope they’re right. Below is the earnings update along with select comments by Halliburton’s muckety mucks as reported by Bloomberg…
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Halliburton/Baker Hughes Hold a Pre-Merger Garage Sale

garage saleHalliburton and Baker Hughes are having a pre-merger garage sale. In order for Halliburton to buy Baker Hughes, a deal worth $34.6 billion (see Shotgun Wedding: Halliburton Forces Baker Hughes to Sell), regulators are requiring both companies to shed more of their divisions and subsidiaries. Halliburton’s expandable liner hangers business is on the table. So too is Baker Hughes’ “core completions business,” which includes: packers, flow control tools, subsurface safety systems, intelligent well systems, permanent monitoring, sand control tools and sand control screens. And there’s more on the table, marked down for a quick sale. Because of the additional businesses that must be sold, the wedding/merger date for the two companies may get pushed back to early 2016. Halliburton and BH hope some of their competitors will stop by and pick something up at the pre-merger garage sale…
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Halliburton Laying Off Up to 20,000, More than 25% of Workforce

rumor millVery interesting development with Halliburton. As we previously reported, Halliburton is forcing Baker Hughes to the alter in a shotgun wedding/takeover (see Halliburton & Baker Hughes Vote to Approve Shotgun Wedding). Before the two can get hitched, regulators are forcing Halliburton to first sell certain assets (see Halliburton Shotgun Divorce – Forced to Sell Certain Divisions). The prime candidate to buy those assets was Weatherford. However, Weatherford just canceled a plan to raise $1 billion, presumably to be used to buy Halliburton’s cast-offs (see Oilfield Services Weatherford Flip Flops on Stock/Note Offering). Now we know why Weatherford wanted $1B–but the deal to buy Halliburton’s assets is now in doubt. Enter the latest news from Halliburton–that they’re about to lay off a massive 20,000 people–something like 25% of their workforce…
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Halliburton Pays $18M in Back Wages, Some Going to PA Workers

overtime payHalliburton, the second largest oilfield services company in the world and a major presence in northeast drilling, performed a self audit of their 80,000+ employees and found that just over 1,000 (1.4%) of their employees were eligible for overtime but didn’t receive it. Some of those workers are in Pennsylvania Marcellus–39 of them in fact, who are owed a collective $800,000 in back wages. Halliburton turned themselves in to the U.S. Dept. of Labor, admitting the mistake and offering to make it right. The company reached an agreement with the DOL to pay $18,293,557 to 1,016 employees nationwide for uncompensated overtime, one of the biggest such cases “in recent years” according to the DOL…
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Tiny Balls & Instant Credit – Oilfield Services Cos. Get Creative

For some time we’ve told you that drillers in the Marcellus/Utica, as well as other shale plays, have been hammering oilfield services companies on price. Oilfield services companies are companies like Sclumberger (largest such company in the world) and Halliburton (second largest in the world) and Baker Hughes (fifth largest in the world, being gobbled up by Halliburton later this year). Oilfield services companies provide much of the equipment, personnel, chemicals and other supplies to do the actual drilling and fracking of shale wells. They’re the contract workers, hired to do a job. Last December MDN was hearing that oilfield services companies were being forced to discount prices by as much as 20% (see Marcellus Oilfield Services Cos Being Forced to Discount). By February, when it was obvious the price downturn would last for an extended period of time, MDN picked up on Magnum Hunter’s comments that they were getting prices discounted by as much as 40% (see Magnum Hunter Slashes Drilling Budget by 75% for 2015). In addition to slashing prices, oilfield services companies, in an attempt to stay in business, are innovating in two other ways: (1) they’ve become bankers, allowing drillers to buy their services on credit, and (2) refracking existing wells with “tiny rubber-coated balls”…
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