M&A

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    Rice Midstream Investors Hope Deal with EQT Doesn’t Happen

    When EQT and Rice Energy announced a deal in June for EQT to buyout and merge in Rice to create the largest natgas-producing company in the U.S., it seemed like a match made in heaven (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). However, not everyone is in favor of the merger, including a corporate raider who know owns nearly 6% of EQT’s stock (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). You can add another group–from the “inside”–that doesn’t want to see the merger happen either: investors in Rice Midstream. Rice Midstream is an MLP, or master limited partnership, a different structure from the usual stockholding corporation. In an MLP, investors hold “units” instead of shares, and those units are tax-advantaged. The bottom line is that Rice Midstream investors are, according to a Bloomberg Businessweek article, concerned that they will get the short end of the stick in a post-merger EQT world. Already the value of their units has fallen 20% since the announcement of the merger. It wouldn’t hurt Rice Midstream investors’ feelings at all if Jana (evil corporate raider) prevents the merger from happening. For Rice Midstream investors, the enemy of my enemy is my friend…
    Read More “Rice Midstream Investors Hope Deal with EQT Doesn’t Happen”

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    Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal

    So-called “activist investor” (i.e. corporate raider) Jana Partners, in league with the Cohen family (Atlas Energy) has started a proxy fight and is trying to block EQT’s takover/merger with Rice Energy. Jana is the same company that recently helped Amazon buy Whole Foods. In a filing with the Securities and Exchange Commission on Tuesday (embedded below), Jana disclosed the company has purchased ~5% of EQT’s stock and is launching an effort to block EQT’s proposed buyout of Rice Energy (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). As a quick reminder, here’s what corporate raiders (aka “activist investors”) do: They buy up enough stock in a company to control board decisions, getting several of their own people appointed to the board of directors. Typically corporate raiders will collude with another large stockholder or two to accomplish a board coup d’état. The corporate raider then forces the target company to sell off assets and layoff people. The resulting company is, they claim, “healthier” and more streamlined. The stock price bumps up, the raider sells its stock, pocketing a nice profit. And then moves on to the next target. Meanwhile, good people are standing in the unemployment line, in the wake of the raider’s “improvements.” There is nothing moral or righteous or just about the actions of corporate raiders. It is immoral, unjust and disgusting. In the words of Whole Foods CEO John Mackey, Jana are “greedy bastards.” That about sums it up. It’s distressing to see the Cohen clan collude in this kind of behavior. They should stick to their own knitting. Maybe if they had, their own company (Atlas Energy) wouldn’t have gone bankrupt (see Atlas Resource Partners Filing for Bankruptcy Tomorrow). Here’s the developing story of the effort to derail EQT’s deal with Rice Energy, and force EQT to break itself into pieces…
    Read More “Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal”

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    Baker Hughes and GE Complete Merger, World’s 1st Fullstream Co.

    The new Baker Hughes logo, released Monday

    As of Tuesday, the world now has its first and (so far) only “fullstream” company–a company that ticks all of the boxes in the oil and gas section–upstream, midstream and downstream. In October 2016 MDN brought you the news that GE Oil & Gas was making a play to buy out and merge in Baker Hughes Inc. (see Breaking: Who Needs Halliburton? Baker Hughes Merging with GE O&G). The merger faced its share of challenges, but compared to Halliburton’s attempt to buy Baker Hughes, which was denied by the Obama Dept. of Justice, this merger was a piece of cake. The newly merged company, flying under the name Baker Hughes, a GE company (NYSE ticker symbol of BHGE) has sailed by oilfield services company Halliburton to become #2 OFS company in the world. It may even be larger that #1 Schlumberger (we haven’t heard yet). As we pointed out in June, this is not some sort of 50/50 merger, this is a takeover/buyout of Baker Hughes by GE. Most of the new top management at the merged company comes from GE (see Baker Hughes, GE Release Roster of Coming Management Changes). Today is the first day the newly merged company’s stock begins to trade. It will be interesting to see at what price it trades…
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    Fracker Keane Group Completes Buyout of RockPile Energy for $276M

    Keane Group is a Texas-based oilfield services company that provides fracking, wireline and top-hole air drilling services to oil and gas companies in the Marcellus/Utica as well as several other major basins. In January 2016, Keane announced they were buying out Canadian-based Trican Well Service for $247 million (see Oilfield Serv. Co. Keane Group Buys Trican Well Service for $247M). The expansion tripled Keane’s fracking capacity and gave it access to proprietary new technology. The buyout, and Keane’s hard work, bore fruit. Last December the privately-held company announced it will go public with an initial public offering (IPO) of stock, hoping to raise $287.5 million with the IPO (see Oilfield Services Co. Keane Group Floats $288M IPO). Then in May of this year, Keane announced it is expanding again, buying out fracker RockPile Energy Services for $284.5 million (see Fracker Keane Group Continues Expansion, Buys RockPile Energy). The deal has closed, although for slightly less money than the original announcement. RockPile is no more after merging with Keane for $276 million. RockPile’s former CEO, Curt Dacar, is now the COO (Chief Commercial Officer) at Keane…
    Read More “Fracker Keane Group Completes Buyout of RockPile Energy for $276M”

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    Pro Oil & Gas “Recapitalizes” with PE Firm Intervale Capital

    Pro Oil & Gas Services (formerly Pro Oilfield Services) is an oilfield services company (OFS) providing wireline, pumping services, flowback, frac stacks, wireline lubricators and pressure control, surface drilling and more. The company is headquartered in Houston, TX operating in a number of shale plays, including the Marcellus/Utica. We were unaware of the company until spotting a press release that announces the company has been “recapitalized” by Intervale Capital, a private equity (PE) firm that invests money in companies, adding them to its “portfolio.” The terms of the recapitalization were not disclosed. What all of this high finance language means is this: Pro Oil & Gas was just bought out by Intervale Capital. We expect all of the personnel to remain the same, including the founder/CEO. But make no mistake, Intervale now pulls the strings. It’s their money at risk, and they are now calling the shots…
    Read More “Pro Oil & Gas “Recapitalizes” with PE Firm Intervale Capital”

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    Will the Merged EQT/Rice Energy be Too Big for Investors?

    A week ago yesterday, EQT and Rice Energy announced some of the biggest news we’ve every reported: EQT is buying out and merging in Rice Energy, to create 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). The combined company will not only be the country’s largest shale gas producer, it will also jump to become the Marcellus/Utica region’s #1 producer/driller. Some analysts and investors are concerned about that. Since EQT/Rice is 100% focused on the Marcellus/Utica, does that put the company at risk? The market got a bit jittery following the announcement. Two days after the news EQT’s stock price tanked, down about $8/share. However, the stock price has since rebounded (see the chart below). Zacks Investment Research issued a research note last Friday analyzing the deal and what it may mean for investors…
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    Exclusive: CONSOL Energy Sells WV Acreage/Wells to Antero Resources

    A week ago a sharp MDN reader (landowner) in West Virginia emailed us to ask about news of a sale by CNX Gas (i.e. CONSOL Energy) of their leases and wells in Doddridge County to Antero Resources. We were stumped. We’ve neither heard nor read anything about it. We searched. And searched. And searched. Nothing. She wrote again a few days later–had we heard anything? Nope. Then we got a second email from another MDN reader asking about the same thing. Our second questioner is in the oil and gas industry. When we questioned him, he gave us a few more clues: It may not only be in Doddridge, but also Tyler County too. There’s something happening in both areas. So we put our feelers out to a number of industry contacts and heard back from one of them–a highly placed source–who confirmed our tipsters. So we now have three people confirming. We know something has been sold and deeds are getting transferred from CNX to Antero in at least one county. Our best guess is that a sale is happening not just in Doddridge, but also in Ritchie, Tyler and Pleasants counties too. We have not (yet) been able to confirm this with Antero, but we feel we have enough to share with you, our valued readers. Here’s what we know, the evidence we have, and a map of the acreage we believe has been/is getting transferred from CNX to Antero…
    Read More “Exclusive: CONSOL Energy Sells WV Acreage/Wells to Antero Resources”

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    More Details on EQT/Rice Merger – Who Stays & Who Goes?

    On Monday EQT announced what is some of the biggest news MDN has covered in the past few years: EQT is buying Rice Energy (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). The resulting merger, which will be completed later this year (if regulators and shareholders approve), will result in the country’s largest natural gas-producing company, eclipsing Exxon Mobil and Chesapeake Energy. Yesterday we brought you the initial details of the deal, along with some early analysis and reaction by analysts. Today we dig deeper. Rice Energy filed a Form 8-K with the Securities and Exchange Commission outlining the deal and its components–a 171-page document! No, we haven’t read the whole thing. However, the Pittsburgh Business Times apparently has, and they’ve come up with “seven things you should know” about the deal. One of the things the PBT found in the Form 8-K are details about non-compete clauses for Rice Energy’s top management. What it indicates to us is that the Rice boys and a few others at the top are getting golden parachutes and will leave the company when it merges with EQT…
    Read More “More Details on EQT/Rice Merger – Who Stays & Who Goes?”

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    First Reserve Buys EMS’ Pipeline Maintenance Platform

    First Reserve, a private equity firm (i.e. company that invests big money to buy other companies, or pieces of companies), has purchased the “integrity maintenance platform” of EMS USA, Inc. EMS is a company that fixes and maintains pipelines. Some of the work they do is in the Marcellus/Utica, hence our interest in this deal. No price was mentioned in the announcement. So what, exactly, is an integrity maintenance platform? And what does “acquiring it” actually mean?…
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    EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US

    Move over Exxon Mobil and Chesapeake Energy. There’s now (or soon will be, when the transaction is complete) a new #1 natural gas producer in the United States: EQT. In a deal you’ve no doubt heard about from multiple sources by now (because the news broke yesterday, just after MDN published for the day), EQT and Rice Energy announced that EQT will purchase Rice Energy, lock, stock and barrel, for $6.7 billion in cash and stock, and assume $1.5 billion in debt, for a total deal price of $8.2 billion. Along with 187,000 net acres in the PA Marcellus, and 65,000 net acres in the OH Utica Shale, EQT will get 1.3 billion cubic feet per day of Rice Energy natural gas production. When added to its own prodigious production (EQT was already one of the biggest and brightest shale companies), the combined output for the newly merged company will eclipse #2 Exxon and #3 Chesapeake Energy’s output to become the largest natural gas producing company in the country. Wow! Rice’s midstream (i.e. pipeline) assets are part of the deal. If you peg the midstream part of the deal at $1.8 billion, which some analysts say is the right number, and then calculate the per acre price of the deal, it works out to be around $9,900 per acre. Below we have the EQT/Rice announcement, the PowerPoint slide deck they used for a conference call held yesterday, and plenty of analysis about the deal–why it happened, and why now…
    Read More “EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US”

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    Coming GE-Baker Hughes Merger – World’s First “Full-Stream” Co.

    You’ve heard of upstream, which that portion of the industry that finds and drills for natural gas and oil. You’ve heard of midstream, the pipelines and processing plants portion of the industry. And you’ve heard of downstream, which includes petrochemical plants, industrial users, and homeowners who use the stuff found and transported. But have you ever heard of “full-stream?” That would be a company that is involved, in a major way, in all three major areas of the energy business. Companies like Exxon Mobil and Shell come close, but they don’t really fit that description. They drill for oil and gas (upstream), and they have some pipelines (minimal). They do have a big presence in the downstream, with cracker plants and other petrochemical facilities. However, the first truly full-stream company is about to be born, from the merger between GE Oil & Gas and Baker Hughes. It will be a “molecule to megawatt” company. MDN friend Steven Heins, an energy and regulatory consultant and former vice president of communication for Orion Energy Systems, shares his observations about the impending merger and what it means…
    Read More “Coming GE-Baker Hughes Merger – World’s First “Full-Stream” Co.”

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    Trump DOJ Blesses GE Takeover of Baker Hughes, Merging Soon

    During the Obama reign of terror, the world’s #2 largest oilfield services company, Halliburton, tried to buy the world’s #3 largest oilfield services company, Baker Hughes. The Obama Dept. of Justice (DOJ) killed that deal (see Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”). It was a costly mistake for Halliburton–they had to pay Baker Hughes a $3.5 billion breakup fee. Baker Hughes was on a mission to sell itself to someone, and eventually found a new suitor last October: GE Oil & Gas (see Breaking: Who Needs Halliburton? Baker Hughes Merging with GE O&G). Since then the two have worked hard to ensure there will not be a repeat of the Halliburton disaster. Earlier this month we told you that Europe has blessed the deal (see Europe Approves GE Takeover of Baker Hughes, Co Gets a New Name). Now the Trump DOJ has blessed the deal too. GE had to agree to sell its Water & Process Technologies business (called GE Water). Small price to pay. The two maintain that the merger will take place “mid-year”. Since it’s already mid-year, we expect that translates to July or August…
    Read More “Trump DOJ Blesses GE Takeover of Baker Hughes, Merging Soon”

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    TransCanada Sells 4 Northeast Powergen Assets, 1 in Marcellus

    Canadian-based TransCanada, famously known for wanting to build the Keystone XL oil pipeline from Canada to the Gulf Coast, didn’t want to be left out of the most important midstream story of the century (the Marcellus/Utica), so they bought Columbia Pipeline Group–closing on the sale in July 2016 (see TransCanada and Columbia Pipeline Tie the Knot Today). The original deal cost TransCanada $10 billion (U.S. dollars), and later TransCanada bought out the remaining portion of Columbia it didn’t own for another $915 million (see TransCanada Raising Big $ to Complete Buyout of Columbia Pipeline). In order to pay for everything, both the original purchase and buying out the rest of Columbia, TransCanada announced floated $3.2 billion (Canadian) in new stock, and entered an agreement to sell off their electric power assets in New England for $3.7 billion (U.S.). On Monday, TransCanada announced the closing of the deals and the transfer of their electric power assets–3 natgas-fired plants, including one located in the Marcellus region (Lebanon, PA), and one wind farm. According to their announcement, TransCanada will hit their asking price of $3.7 billion, using the money to pay off “bridge loans” involved in financing the Columbia Pipeline deal… Read More “TransCanada Sells 4 Northeast Powergen Assets, 1 in Marcellus”

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    Baker Hughes, GE Release Roster of Coming Management Changes

    Yesterday MDN provided an update about the fast-approaching merger/buyout of Baker Hughes by GE Oil & Gas (see Europe Approves GE Takeover of Baker Hughes, Co Gets a New Name). We noted that it appears the new company, when launched, will have a new name: Bear Newco. However, would GE (and Baker Hughes) throw away the brand they’ve created over the past 100+ years in the Baker Hughes name? No, very doubtful. Which was more-or-less confirmed yesterday when Baker Hughes (and GE Oil & Gas) released the official leadership roster for the new company. We had already mentioned a few of the top names. This new list fleshes it all out–who will do what in the newly merged company, a company that will be bigger than current #2 in the world, Halliburton. The infographic (we call it a roster) of who will do what contains this name emblazoned across the top: “Baker Hughes, a GE Company.” The press release headline includes it too. So that’s what the new company name will be for branding/public purposes. Even though Bear Newco will be the company name filing paperwork with the government, the public-facing name will be Baker Hughes, a GE Company. Here’s the leadership roster for the new Baker Hughes (which doesn’t contain very much Baker Hughes)…
    Read More “Baker Hughes, GE Release Roster of Coming Management Changes”

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    Ridgetop Energy Services Buys Keystone Wireline Inc.

    You know those Russian nesting dolls, which are called matryoshka dolls, where you open one and inside you see another? And you open that and inside is yet another? And on it goes four or five times. That’s how we felt when digging into this story. The news is that Ridgetop Energy Services, headquartered near Pittsburgh, has purchased Keystone Wireline Inc., located in Bradford (McKean County), PA. Who is Ridgetop and how does Keystone Wireline fit into the picture? That’s what leads us to a matryoshka doll…
    Read More “Ridgetop Energy Services Buys Keystone Wireline Inc.”

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    Europe Approves GE Takeover of Baker Hughes, Co Gets a New Name

    Last October, MDN brought you the news that Baker Hughes, the world’s third largest oilfield services company, had struck a deal to combine/merge with/sell itself to GE’s oil and gas business (see Breaking: Who Needs Halliburton? Baker Hughes Merging with GE O&G). The deal, according to the Wall Street Journal, will result in a new company that will be 65.5% owned by GE and 37.5% owned by Baker Hughes shareholders. The deal, IF it gets approved by the Dept. of Justice, will create a company with $32 billion in revenues. Make no mistake, aside from all of the “partnership” talk, this is GE buying out Baker Hughes. The CEO of the new company will be Lorenzo Simonelli, chief executive of GE Oil & Gas. The board of directors for the new company will have 5 members appointed by GE and 4 members appointed by Baker Hughes. The deal, if it happens, would catapult the new Baker Hughes, which will have the name Bear Newco, past Halliburton to become the world’s second largest oilfield services company. Get this: The deal may even catapult the new company to become the world’s number one oilfield services company–eclipsing Schlumberger! As we said at the time: The question now is, will the Dept. of Justice approve the deal? Last year the Obama DOJ killed the proposed Baker Hughes merger with Halliburton (see Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”). Perhaps in an early sign that the DOJ will approve this merger, the European Commission has given its blessing on the deal…
    Read More “Europe Approves GE Takeover of Baker Hughes, Co Gets a New Name”