M&A

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    Sprague Expands Fueling Footprint in Marc/Utica, Buys Coen Energy

    Here’s a business you might not think about nor associate with Marcellus/Utica drilling–fuel deliveries. If you own a home and live outside of an urban area, you know all about fuel deliveries, because you likely either burn fuel oil or propane to heat your home. What you may not know is that drilling operations need a similar service–diesel fuel deliveries (mostly) at drill pads, to run the engines that generate electricity to run drilling and fracking operations. And fuel deliveries to trucking fleets, to keep the trucks moving. Perhaps an unglamorous part of the business–but vital nonetheless. Fuel deliveries run 24/7 in the oilfield, just like every other activity associated with drilling wells. Sprague Resources, founded in 1870 (not a typo!), is one of the largest independent suppliers of energy and materials handling services in the Northeast with products including home heating oil, diesel fuels, residual fuels, gasoline and natural gas. Sprague has just bought out Coen Energy, headquartered in Washington, PA. Coen pretty much does the same thing, but specializes in servicing the fueling (and storage) needs of Marcellus/Utica drillers. No financial details were included in the announcement, other than Sprague expects the addition of Coen to its company will result in an extra $7-$8 million of revenue per year. Here’s the news about one competitor gobbling up another in order to expand its presence in the Marcellus/Utica…
    Read More “Sprague Expands Fueling Footprint in Marc/Utica, Buys Coen Energy”

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    Select Energy, Rockwater Energy Merger Delayed 2 Months

    Rockwater Energy Solutions is a “leading provider of comprehensive water management solutions to the North American unconventional oil and gas industry” and the only company that provides complementary chemistry products and expertise in connection with its water solutions. Rockwater operates in the Marcellus/Utica region, among other shale plays. Select Energy Services is a billion dollar oilfield services company with three main divisions: water services, rentals, and wellsite completions. They operate in every major shale play in the country, including the Marcellus/Utica. In July the two companies announced they are merging in an all stock swap deal (see Select Energy, Rockwater Merge to Create Huge Shale Water Provider). They originally thought the merger would be completed by Nov. 1st, however, the date has now been pushed back to Dec. 31st…
    Read More “Select Energy, Rockwater Energy Merger Delayed 2 Months”

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    Under Pressure, EQT Moves Up Timeline to Explore Splitting Co.

    A second corporate raider is now making trouble for EQT and its planned purchase of/merger with with Rice Energy. In June, EQT and Rice Energy announced that EQT will buy out and merge in Rice Energy, to create (in EQT) the largest natural gas-producing company in the United States (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). A few weeks after the announced merger, so-called “activist investor” (i.e. corporate raider) Jana Partners, in league with the Cohen family (Atlas Energy) started a proxy fight to block EQT’s takover/merger with Rice Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Instead of buying Rice, Jana is demanding that EQT split itself into two companies–upstream (drilling) and midstream (pipelines). Jana is now joined by a second group, a group that holds 4% of EQT’s outstanding stock–D.E. Shaw Group. Shaw is headed up by former Elliott Management head and corporate raider Quentin Koffey. As a reminder, raiders buy enough stock to get themselves a seat or two on the board of directors, so they can force a company to sell assets and fire people to drive up the price of the stock, lining their pockets because the raiders then sell the stock after the price goes up, moving on to the next target. Disgusting. And now Shaw, perhaps in league with Jana, is ganging up on EQT. So it’s no surprise that EQT has had to respond by issuing a statement that they’ve “accelerated” the timeline to explore the issue both Jana and Shaw are demanding–that the company split itself in two–upstream (drilling) and midstream (pipelines). That will, according to the money-grubbing raiders, “unlock shareholder value” (i.e. make them rich). Below we have EQT’s announcement, which came a day before Shaw sent the company a letter and a presentation (also below) that supposedly outlines how splitting EQT in two is best for everyone. At least Shaw is not demanding EQT pull out of the Rice Energy deal, as Jana is doing…
    Read More “Under Pressure, EQT Moves Up Timeline to Explore Splitting Co.”

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    Ridgetop Capital Raises $200M to Invest in Marcellus/Utica Leases

    Ridgetop Capital Partners, founded in 2007 and headquartered in the Pittsburgh area, is a private institutional investment firm focused mainly on the oil and gas space. That is, they raise money from rich people (and businesses) and invest that money in projects which they closely watch and influence, hoping to make their money back with a generous interest rate. A LOT of private money funds oil and gas development–there is nothing new or novel about Ridgetop. However, what is new and novel is that the company has just closed on another round of fundraising–chasing $200 million through the door–which they will now use to buy natural gas mineral rights (i.e. leases) in the Marcellus/Utica. The company previously invested ~$130 million in our region’s shale, snapping up ownership in over 30,000 acres (most, perhaps all of it, in joint ventures with major M-U drillers). Where will Ridgetop likely invest to buy new acreage? They’ve given us a big clue…
    Read More “Ridgetop Capital Raises $200M to Invest in Marcellus/Utica Leases”

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    Patterson-UTI Buying Directional Driller MS Energy for ~$222M

    Patterson-UTI Energy, an oilfield services company with major operations in the northeast, has just cut a deal to buy out a second company in a deal worth roughly $220 million. The company getting bought is MS Energy Services, a leading provider of directional drilling services in most U.S. shale plays, including a big presence in both the Marcellus and Utica Shale. It was only April of this year that Patterson completed a buyout of Seventy Seven Energy (SSE) in an all-stock deal worth $1.76 billion (see Patterson-UTI Energy Completes Merger with Seventy Seven Energy). SSE is the former Chesapeake Oilfield Operating company, the oilfield services subsidiary of Chesapeake Energy that Chessy spun out into its own company in July 2014 after it couldn’t find anyone to buy it. Since then, Patterson has absorbed and put to work SSE’s large drilling rig fleet. MS Energy is a much smaller competitor–with a specialization in directional drilling. The MS deal is similar to the SSE deal in that most of it is a stock swap. Patterson is giving MS Energy 8.8 million shares of stock worth (at yesterday’s opening value of $16.65 per share), $146.5 million. The deal also calls for an additional $75 million in cash. Add it together, and you get roughly $221.5 million. MS Energy’s CEO and COO are both getting jobs at Patterson as part of the deal. Here’s the lowdown on Patterson’s latest acquisition…
    Read More “Patterson-UTI Buying Directional Driller MS Energy for ~$222M”

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    Sale of Cabot’s WV-OH-VA Assets to Carbon NG Closing Sept 29

    Exactly one week ago MDN brought you the exclusive news of WHO is selling a bunch of conventional wells and leases (and pipelines) located in West Virginia, Ohio and Virginia to Carbon Natural Resources (see Carbon Natural Gas Buys Cabot’s Conventional Wells in WV-OH-VA). MDN was the only news source to identify Cabot Oil & Gas as the seller. The press release from Carbon Natural refused to identify the seller. Another news source has finally stepped forward to confirm what you read here a week ago. Argus Media has done some of their own sleuthing and found via pipeline filings with the Federal Energy Regulatory Commission, that indeed Cabot is the seller. Argus also includes some facts not in the original release–that the sale includes 780,000 acres of leases. Yikes! That’s more than 3/4 of a million acres! But just a reminder–it’s conventional (not shale) acreage. At least as far as we can tell. Finally, another new tidbit from Argus: the deal is expected to close on September 29th…
    Read More “Sale of Cabot’s WV-OH-VA Assets to Carbon NG Closing Sept 29”

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    Perverse Corporate Raider Calls EQT Plan to Buy Rice “Perverse”

    Barry Rosenstein – JANA Partners

    Corporate raiders buy just enough shares of stock in a company so they can put one or two members on the board of directors and control the company. Once a raider gains control, he fires a bunch of people, sells a bunch of assets, declares the company “healthier” and the stock price goes up. Once the stock price jumps, the raider then sells his shares at a profit and moves on to the next victim. That’s how disgusting, PERVERSE corporate raiders work. So imagine our outrage at reading comments by corporate raider Barry Rosenstein, of JANA Partners, who is trying to stop the merger/buyout of Rice Energy by EQT. Rosenstein calls the deal “perverse,” nothing more than a way for corporate executives to boost their own salaries. Kind of like the pot calling the kettle black, don’t you think?…
    Read More “Perverse Corporate Raider Calls EQT Plan to Buy Rice “Perverse””

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    Rice Energy Paid $180M for LOLA Energy; CEO Didn’t Want to Sell

    In July MDN brought you the news that Rice Energy had bought out the assets of LOLA Energy (see LOLA Energy Sells Out to Rice Energy, Deal Kept Hush-Hush). NGI’s ace reporter Jamison Cocklin was the first to break the news. Since that time, neither Rice nor the company buying Rice, EQT, have talked about it. In fact, they have refused to comment on it. Last week other news sources observed that Rice Energy’s quarterly update contains information about purchasing LOLA Energy (although even the quarterly update doesn’t use the name LOLA). The interesting thing is that the quarterly update pegs the amount. Rice Energy paid $180 million for the assets of LOLA Energy. LOLA was birthed near the end of 2015, by former EQT executives using $250 million of private equity money from Denham Capital (see New Marcellus/Utica Drilling Company is Born – LOLA Energy). Hmmm. Investors put up $250 million, but two years later the company sells for $180 million. We don’t pretend to be high finance experts, but it sure looks to us like a negative ROI on the transaction. Yet we read claims that “everybody who put in money made money.” How does that work?…

    Update: see a note in the comments. It appears that although $250M was promised by investors, not all of it is paid up front. Thx to MDN reader Venture Energy for enlightening us!
    Read More “Rice Energy Paid $180M for LOLA Energy; CEO Didn’t Want to Sell”

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    Rice Energy Investor Sues in Fed Court to Block Sale to EQT

    In June EQT and Rice Energy announced that EQT will buy out and merge in Rice Energy, to create (in EQT) the largest natural gas-producing company in the United States (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). You may see headlines from time to time that say EQT is paying $6.7 billion for Rice. However, EQT is also assuming $1.5 billion worth of Rice Energy debt as part of the deal–so in our book, the total price paid is $8.2 billion, not $6.7 billion. A few weeks after the announced merger, so-called “activist investor” (i.e. corporate raider) Jana Partners, in league with the Cohen family (Atlas Energy) started a proxy fight to block EQT’s takover/merger with Rice Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Instead of buying Rice, Jana is demanding that EQT split itself into two companies–upstream (drilling) and midstream (pipelines). Experts don’t give Jana much of a chance. However, we now have opposition on the other side of the isle–from a disgruntled investor in Rice Energy. On Wednesday, Rice Energy investor Patrick Gordon filed a lawsuit in Delaware federal court alleging that Rice, as part of the agreed merger, submitted incomplete paperwork (called an S-4) that “failed to include necessary financial information that would allow shareholders to make an informed decision when voting on the proposed sale to EQT.” Gordon says Rice’s sale price isn’t high enough. Gordon wants the court to stop a shareholder vote on the deal until an amended S-4 is filed, giving what Gordon says is the full financial picture…
    Read More “Rice Energy Investor Sues in Fed Court to Block Sale to EQT”

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    Anatomy of a Merger – The Years’ Long Road to EQT/Rice Deal

    In June EQT and Rice Energy announced that EQT will buy out and merge in Rice Energy, to create (in EQT) the largest natural gas-producing company in the United States (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). You may see headlines from time to time that say EQT is paying $6.7 billion for Rice. However, EQT is also assuming $1.5 billion worth of Rice Energy debt as part of the deal–so in our book, the total price paid is $8.2 billion, not $6.7 billion. Have you ever wondered how a massive deal like this comes together? Did the top brass at EQT phone up the top brass at Rice and say “let’s go for coffee” and a few months later there’s a deal? Nope. Doesn’t happen that way. In paperwork filed with the Securities and Exchange Commission, EQT (and Rice) outlined the chronology of how this deal came together. It’s far more complicated than the most complicated soap opera you can imagine. The story begins with EQT keeping a close eye on available acreage in the southwestern Marcellus region. EQT noticed an “accelerating trend” of consolidation. In 2015, a full two years before the EQT/Rice announcement, EQT lusted for more acreage and feared that if Rice combined with someone else, an important opportunity would be lost. So EQT got outside help (Wachtell Lipton) to begin the process of evaluating a buyout of Rice (June 2015). In July 2015, the muckety mucks from both Rice and EQT got together to talk, and “informally” discussed the potential benefits of a merger. But the talks went nowhere at the time. In early 2016, two other companies (unnamed) held similar talks with Rice. EQT then jumped back into the mix, in May 2016. EQT and Rice promptly got more serious about sniffing around each other, signing confidentiality agreements and beginning the due diligence process. Things moved quickly. Rice investigated mergers with two other companies and with EQT. EQT pressed Rice for an answer in July 2016. Talks broke down by the end of the summer in 2016. Rice then bought out Vantage and EQT snapped up more Marcellus acreage in various deals. And the soap opera goes on from there. We have the full script below…
    Read More “Anatomy of a Merger – The Years’ Long Road to EQT/Rice Deal”

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    PwC Report: Marcellus Dominates O&G M&A Deals in 2Q17

    According to one of the top accounting/consulting firms in the world, PricewaterhouseCoopers (PwC), mergers & acquisitions (M&A) activity in the oil and gas sector in the U.S. went from being red hot in 1Q17 ($73.04 billion) to just hot in 2Q17 ($37.01 billion). While some in the financial (and oil/gas community) may view the weaker M&A numbers as “cause for alarm,” PwC says to calm down. “Place that number in a longer-term historical context and it’s clear that the market is still robust. The $37.01 billion of deals in the second quarter is the third highest second quarter during the past eight years. Additionally, with over $110 billion in announced deals during the first half of the year, 2017 is off to the strongest start in the past eight years.” If you rank the number of deals done, the Permian comes out on top in 2Q17, with $4.49 billion worth of deals. However, the might Marcellus trumps that. With only four deals (one of them the huge EQT/Rice Energy deal), the Marcellus saw $10.22 billion worth of M&A deals in 2Q17–top dog. Here’s the latest quarterly M&A in the oil and gas sector update from PwC…
    Read More “PwC Report: Marcellus Dominates O&G M&A Deals in 2Q17”

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    LOLA Energy Sells Out to Rice Energy, Deal Kept Hush-Hush

    NGI’s Shale Daily has done it again. Ace reporter Jamison Cocklin has unearthed news that (so far) no one else has: Rice Energy has quietly, confidentially, hush-hush purchased all of the assets of LOLA Energy. The sale raises a lot of questions. But first, who is LOLA? No, not the show girl in Barry Manilow’s 1978 hit song Copacabana. LOLA Energy was birthed near the end of 2015, by former EQT executives using $250 million of private equity money from Denham Capital (see New Marcellus/Utica Drilling Company is Born – LOLA Energy). The name LOLA comes from the phrase Locally Owned, Locally Accountable. LOLA didn’t waste any time. They leased land in Greene County, PA–a prime location highly prized by both Rice Energy and EQT–and also in West Virginia, land in Monongalia, Wetzel and Marion counties. Shale Daily reports that rumors have been swirling for weeks, but NGI now has the goods–copies of transfer records going from LOLA to Rice. For some reason, perhaps related to EQT’s impending purchase of Rice Energy, Rice and LOLA have kept the deal hush-hush. But the lid is off now! Here’s what we know about the deal, sprinkled with some MDN speculation…
    Read More “LOLA Energy Sells Out to Rice Energy, Deal Kept Hush-Hush”

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    Select Energy, Rockwater Merge to Create Huge Shale Water Provider

    Rockwater Energy Solutions is a “leading provider of comprehensive water management solutions to the North American unconventional oil and gas industry” and the only company that provides complementary chemistry products and expertise in connection with its water solutions. Rockwater operates in the Marcellus/Utica region, among other shale plays. Select Energy Services is a billion dollar oilfield services company with three main divisions: water services, rentals, and wellsite completions. They operate in every major shale play in the country, including the Marcellus/Utica. Earlier this week the two companies announced they are merging in an all stock swap deal. It looks to be a true blending of the two companies, and not one company taking over the other. When the merger is done (later this year), John Schmitz, currently Chairman & CEO of Select, will become the full-time Executive Chairman and Holli Ladhani, currently the Chairman, President & CEO of Rockwater, will become the President & CEO of Select. The water parts of both businesses will be combined and branded with the Select name, but Rockwater branding will continue (as a division) for the chemicals business unit. Here’s the announcement of an impending marriage–made in heaven?…
    Read More “Select Energy, Rockwater Merge to Create Huge Shale Water Provider”

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    Thailand’s Banpu Investing Another $293M in Northeast PA Shale

    Banpu CEO Somrudee Chaimongkol (credit: Nikkei Asian Review)

    From May 2016 to May 2017, Banpu Pcl, Thailand’s largest coal producer, has invested in no less than four deals to grab ownership of Marcellus Shale wells and leases in northeast Pennsylvania (see Thai Company Banpu Invests in Another 34 Marcellus Wells in NEPA). So far Banpu’s total investment has been $207 million. The wells they own generate 46 thousand cubic feet (Mcf) of natural gas per day. It seems that Banpu can’t get enough of the Marcellus in northeast PA. In an article running in the Bangkok Post yesterday, Banpu CEO Somrudee Chaimongkol said her company will set aside $293 million to invest in more Marcellus wells from now until 2020, hoping to goose production to 78 Mcf/d (an increase of 70%)…
    Read More “Thailand’s Banpu Investing Another $293M in Northeast PA Shale”

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    Why Corp Raider Jana Won’t Succeed in Derailing EQT/Rice Deal

    One of our favorite oil and gas analysts, Richard Zeits, says it’s a long shot at best that the corporate raiders at Jana Partners will be able to scuttle EQT’s planned purchase of Rice Energy. In June, EQT announced a deal to buy out Rice Energy for $6.7 billion in cash and stock, and assume $1.5 billion in debt, for a total deal price of $8.2 billion (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). A few weeks later so-called “activist investor” (i.e. corporate raider) Jana Partners, in league with the Cohen family (Atlas Energy) started a proxy fight to block EQT’s takover/merger with Rice Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Instead of buying Rice, Jana is demanding that EQT split itself into two companies–upstream (drilling) and midstream (pipelines). These kinds of machinations are far above our understanding when it comes to high finance. However, there is a guy who eats, sleeps and breathes this stuff–Richard Zeits of OIL ANALYTICS. In an analysis piece on the Seeking Alpha investors website, Zeits says, “Jana’s activism is unlikely to derail” the deal. Here’s his reasoning…
    Read More “Why Corp Raider Jana Won’t Succeed in Derailing EQT/Rice Deal”

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    Corp Raider Jana Sends Nastygram to EQT Demanding it Split in Two

    Earlier this week MDN told you the news that corporate raider Jana Partners, along with the Cohen family (of Atlas Energy fame), are colluding to try and stop the merger/sale of Rice Energy to EQT (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). The two groups together now own nearly 6% of EQT’s stock. Jana is trying to get two people added to EQT’s board. Their demands? Abandon the buyout/merger of Rice Energy, and that EQT needs to split itself in two, right now, into upstream (drilling) and midstream (pipelines). Jana filed the required paperwork with the Securities and Exchange Commission on July 3rd. On July 5th, Jana’s founder and managing partner, Barry Rosenstein, sent a letter (i.e. nastygram) to EQT–his list of demands. It’s going to be a long summer for EQT…
    Read More “Corp Raider Jana Sends Nastygram to EQT Demanding it Split in Two”