M&A

Industrywide Issues | M&A

Constellation Buys NatGas Business from ConEdison Solutions
July 28, 2016July 28, 2016

Constellation, a subsidiary company of Exelon Corporation, announced a deal yesterday with ConEdison Solutions (a subsidiary of New York’s Consolidated Edison) to buy ConEdison Solutions’ retail electricity and natural gas business. The deal means more than 560,000 commercial, industrial, public sector and residential customers across 12 Northeastern, mid-Atlantic, and Midwestern states, Texas, and the District of Columbia will become part of the Constellation family. Interestingly, ConEdison said it is selling its (regulated) electricity and natural gas business to focus on its (deregulated) renewable energy, sustainability services and energy efficiency business. Why is this Marcellus news? We see it as a potential new market for Marcellus/Utica Shale gas. Below is the announcement, along with some analysis of what’s really going (the motivation) with this deal…
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CNG/LNG | Energy Companies | Exxon Mobil | Industrywide Issues | M&A

ExxonMobil Buying InterOil for $2.5B – Another LNG Love Story
July 22, 2016July 22, 2016

In early 2015, MDN brought you the news that Shell was making a play to buy BG Group for $69.7 billion (see LNG Love Story: Shell Makes Play to Buy BG in $69.7B Megamerger). As we pointed out, the purchase was all about LNG, or liquefied natural gas. Shell consummated the deal in February of this year (see Shell & BG One Company After Today, Shell Ponies Up $14.4B Cash). The “man on the street” may not realize it, but the Shell/BG merger was the biggest such merger in the oil and gas industry since Exxon purchased and merged with Mobil in an $89 billion deal, back in 1999. ExxonMobil is now making its own LNG play. Yesterday the company announced a deal to purchase InterOil, an LNG company based in Papua New Guinea, for $2.5 billion. Yes, a MUCH smaller deal than the Shell/BG merger–but it points out the direction things are heading. Big Oil is making tracks to become Big Gas. The writing is on the wall. Eventually oil and petroleum-based products will recede. The obvious alternative is clean-burning natural gas. When the world’s largest oil companies say (and prove with their actions) that the future is in natural gas, well, that’s a tectonic shift in the oil and gas industry…
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Anti-Drilling/Fossil Fuel | Duke Energy | Energy Services | Industrywide Issues | M&A

Rabid Anti-Fossil Fuelers Object to Duke-Piedmont Merger
July 20, 2016July 20, 2016

When will anti-fossil fuel madness that seems to spread like the Zika virus begin to subside? Anti-fossil fuel madness is just as destructive as Zika for those it infects. Take the case of the proposed merger/buyout of Piedmont Natural Gas by utility powerhouse Duke Energy for $6.7 billion (see Duke Energy Buys Piedmont NatGas for $6.7B, Marcellus Connection). Rabid anti-fossil fuelers object to the deal because, well, because they’re idiots and they don’t want a single molecule more of natgas used to power electric plants–even though it’s cleaner than coal and even though without electricity these ignoramuses wouldn’t be able to exist. Why? Because natgas is a hated fossil fuel and burning fossil fuels, according to the nuttiest of the nutters, is catastrophically heating up ol’ Mom Earth. Therefore Duke shouldn’t buy Piedmont. That’s the twisted thinking process going on in their heads…
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Baker Hughes | Energy Services | Halliburton | Industrywide Issues | M&A | Regulation

Irony: DOJ Scuttled Halliburton/BH Merger, then Collects $11M Fine
July 14, 2016July 14, 2016

The news is now months old that Halliburton and Baker Hughes ended their attempt to merge. The reason they called it off was because of opposition from the Obama Department of Justice (see Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”). The companies didn’t have the stomach to go up against the bullies at DOJ. So it was the DOJ that actually killed the deal. During the process of DOJ’s review, an “activist investor” (i.e. corporate raider) by the name of ValueAct Capital snapped up $2.6 billion worth of Halliburton and Baker Hughes stock with, according to the DOJ, the intent to influence the companies’ business decisions as the merger unfolded.” The DOJ charged ValueAct “with violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act” (see DOJ Sues ValueAct Capital for Meddling in Halliburton/BH Merger). ValueAct has settled by paying $11 million in shakedown money to the DOJ to make it all go away. Which we find ironic. The DOJ killed the deal, and yet the DOJ is extracting money for the deal they killed…
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Energy Services | Fountain Quail Disposal | GreenHunter Resources | Industrywide Issues | M&A

GreenHunter Out of Bankruptcy, Merges with Fountain Quail Disposal
July 7, 2016July 7, 2016

Kirk Trosclair

In December we reported the sad news that Magnum Hunter Resources (MHR) finally had to file for Chapter 11 bankruptcy protection (see Sad Day: Magnum Hunter Files for Chapter 11 Bankruptcy). MHR has a variety of subsidiary companies. One of those companies, GreenHunter Resources (water and wastewater) also succumbed and filed for bankruptcy in March (see Another Sad Day: GreenHunter Resources Files for Bankruptcy). “Restructuring” as it’s called, was completed for GreenHunter in May and the company emerged from bankruptcy under the ownership of a private equity firm. GreenHunter has shed its name and merged with/taken on a new name: Fountain Quail Disposal. The CEO of Fountain Quail is the former Executive Vice President and COO of GreenHunter, Kirk Trosclair. So Trosclair survived the bankruptcy process, unlike his former boss Gary Evans (see Magnum Hunter Emerges from Bankruptcy with CEO Gary Evans Gone). Here’s what we know about GreenHunter becoming Fountain Quail Disposal…
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Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | TC Energy/TransCanada

Columbia Pipeline’s Top Leadership Quits After Sale to TransCanada
July 5, 2016July 5, 2016

Last Friday MDN told you that TransCanada completed its $10 billion purchase of Columbia Pipeline Group (see TransCanada and Columbia Pipeline Tie the Knot Today). Promptly following the deal’s close, most of Columbia’s top management, including the CEO, president, executive vice president/chief financial officer and the company’s top lawyer quit. Although the announcement doesn’t say, we suspect they had golden parachutes of some kind. Given the timing of the announcement, immediately following the deal’s closing, it was no doubt in the works for months…
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Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | TC Energy/TransCanada

TransCanada and Columbia Pipeline Tie the Knot Today
July 1, 2016July 1, 2016

In March MDN reported that Canadian midstream giant TransCanada wants a bigger piece of the Marcellus/Utica pipeline pie and decided to buy Columbia Pipeline Group for $10 billion (see TransCanada Makes Play to Buy Columbia Pipeline for $10B). The deal is now done. As of today, Columbia Pipeline Group’s stock is officially de-listed from the New York Stock Exchange and trades no more. Columbia is now a wholly-owned subsidiary of Canadian midstream giant TransCanada…
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Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Williams Admits There Will be no Merger, Suing ETE for “Damages”
June 30, 2016June 30, 2016

Finally Williams has admitted, in writing, that the attempted buyout/merger by Energy Transfer Equity (ETE) is, as we said yesterday, dead (see Dead as a Doornail: ETE Terminates Merger with Williams). Williams has also admitted (in so many words) what we’ve been saying for more than a month: the vote by Williams “for” the merger and all of the recent goings on have been legal posturing. Williams says they are suing ETE “for monetary damages” for “its breaches.” Here’s the Williams admission issued yesterday in response to ETE’s termination of the deal…
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Energy Services | Energy Transfer Partners | Industrywide Issues | M&A | Williams

Aborted Williams Merger/Shenanigans Take the Shine Off ETE’s CEO
June 30, 2016June 30, 2016

ETE CEO Kelsey Warren

Until now, Energy Transfer Equity (ETE) CEO Kelsey Warren has been the golden boy. By snapping up a series of small pipeline companies at just the right time, Warren has created the ETE empire and turned himself into a billionaire in the process. It seemed he could do no wrong when it came to midstream business deals. And then he bit off more than he could chew: Williams. Warren pursued Williams for more than six months before it became public (see Energy Transfer Makes “Indecent Proposal” to Buy Williams for $48B). It took another three months after that before he finally got them to agree to a merger (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). Whether it was rotten timing, or rotten planning, the natural gas market crashed and the deal turned from crowning jewel to albatross. Along the way Warren pulled some shenanigans, like creating a privileged class of stock that gave himself and his buddies a leg up on Williams shareholders (see Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren). A Bloomberg article chronicles the rise, and now fall, of the midstream’s golden boy…
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Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Dead as a Doornail: ETE Terminates Merger with Williams
June 29, 2016June 29, 2016

As we previously reported, last Friday a Delaware court ruled that Energy Transfer Equity (ETE) has the right to terminate its merger agreement with Williams (see Court Says ETE Can Terminate Williams Merger; Williams Votes Today). But as we also said, at that time ETE had not officially announced they were terminating the merger. They now have. Yesterday ETE said they have filed the official paperwork to dump the merger/takeover of Williams. Williams is continuing to litigate to try and force ETE to do the deal by appealing the court’s decision (see Williams Shareholders Vote “For” ETE Merger; Appeal Court Ruling). This deal is as dead as a doornail and everyone knows it–including Williams. What’s going on is legal posturing so Williams can try and extract money from ETE over the now-abandoned takeover attempt. In some ways we don’t blame Williams–they resisted ETE’s overtures for nine months before caving and agreeing. Of course, Williams caved and agreed because there are evil corporate raiders on the board pressuring the company to do so. As we’ve maintained all along–no one comes out of this smelling pretty…
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Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | TC Energy/TransCanada

Columbia Pipeline Shareholders Approve July 1 TransCanada Buyout
June 29, 2016June 29, 2016

The July 1st merger (buyout) of Columbia Pipeline Group by TransCanada barrels on. In March MDN reported that Canadian midstream giant TransCanada wants a bigger piece of the Marcellus/Utica pipeline pie and has decided to buy Columbia Pipeline Group for $10 billion (see TransCanada Makes Play to Buy Columbia Pipeline for $10B). Last week 95% of Columbia’s shareholders voted to approve the merger. TransCanada says everything is on track for a July 1 closing…
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Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Williams Shareholders Vote “For” ETE Merger; Appeal Court Ruling
June 28, 2016June 28, 2016

Yesterday 63% of Williams Companies shareholders voted in favor of a merger with Energy Transfer Equity at a specially called meeting at Williams’ HQ in Tulsa, Oklahoma. Specifically, they voted to approve the merger and receive their proceeds in all cash, thank you very much. Not that it makes a hill of beans worth of difference–because the deal is dead. Last Friday ETE won the right to walk away from the deal not owing Williams anything (see Court Says ETE Can Terminate Williams Merger; Williams Votes Today). As we’ve maintained for some time, this is all window dressing and legal posturing. Williams also said yesterday they will appeal the courts decision from last Friday, maintaining they (Williams) believes ETE is still contractually bound to buy (and more importantly pay) the big investors of Williams. Below are a pair of announcements from Williams about yesterday’s vote, along with some analysis…
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Energy Services | FMC Technologies | Industrywide Issues | M&A | Regulation

FMC Technologies/Technip Merger Approved by Obama DOJ/FTC
June 28, 2016June 28, 2016

Apparently it’s just fine with the Obama Department of Justice (DOJ) if a French company, like Technip, wants to buy an American company, like FMC Technologies. The DOJ and Federal Trade Commission (FTC) have just given the green light for the two to merge to create a new $13 billion oilfield services company (see FMC Technologies & Technip to Merge, Create $13B Oilfield Giant). FMC does work in the Marcellus/Utica, hence our interest. However, if it happens to be two American companies that want to merge–say Halliburton and Baker Hughes–the DOJ refuses to sign off (see Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”). Why is that? Below is a statement from FMC announcing the Technip deal has been cleared to proceed under the Hart–Scott–Rodino Antitrust Improvements Act of 1976…
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Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Court Says ETE Can Terminate Williams Merger; Williams Votes Today
June 27, 2016June 27, 2016

Big news happened in the Energy Transfer Equity (ETE) proposed merger/buyout of Williams to report. Last Friday a Delaware court ruled that ETE is contractually entitled to terminate its merger agreement with Williams. However, in a press release, ETE doesn’t say it has officially terminated the agreement. In commenting on the ruling, Williams said they still don’t think ETE has the right to wiggle out of the deal and Williams is pushing forward with holding a vote today by shareholders to approve (or not approve) the merger. As we have maintained now for a month or more, we don’t think the merger will happen–and we think all of the press releases and votes, etc. is posturing in preparation to launch lawsuits. The court’s decision essentially says ETE can terminate the agreement and won’t owe Williams any money for their trouble. ETE wanted this merger in the first place and pursued Williams for nearly a year to get it (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). But Williams is not lily white innocent in this ongoing soap opera. Lurking in the background pulling strings are corporate raiders on Williams’ board–people who want to line their pockets with cash from this deal (see Evil Corporate Raiders Double Investment (& Control) in Williams). Even though ETE wants out of the deal and even though (in our opinion) Williams is better off not merging, Williams will continue to push for a merger/takeover, so the raiders can get buckets of cash. Below we have a copy of the court opinion from Friday, along with a couple of analysts’ thoughts on what happens next…
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Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

ETE Makes Moves to Terminate Buyout/Merger with Williams
June 24, 2016June 24, 2016

As we’ve said for some time now, we don’t believe the Energy Transfer Equity (ETE) buyout/merger with Williams will ever take place. It’s been pretty plain that the blizzard of press releases by both companies saying “vote yes” on the deal has been legal posturing–so that when the deal is finally, completely, 100% dead–the lawyers can litigate for years to come, with each side trying to extract money from the other. The latest evidence comes from several news stories this week that Wall Street is betting that a judge is about to rule that a law firm (hired by ETE) to review the tax implications rendered their opinion “in good faith” that there will be significant tax implications arising from the deal. The way the agreement is structured, such a finding releases ETE from the deal. If the judge rules the opinion was in good faith, it’s 99.99999999% that ETE will announce the deal is dead–and the lawyers from Williams will be suing to extract boatloads of money from ETE…
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Energy Services | Energy Transfer Partners | Industrywide Issues | M&A | Williams

3 Outta 4 Proxy Firms Recommend “Yes” Vote for Williams Merger
June 22, 2016June 21, 2016

Yesterday MDN brought you a story of how the Williams/Energy Transfer Equity merger defies logic (see Williams/ETE Merger Defies Logic – Here’s Why). Part of that story deconstructs the support for the deal by proxy advisory firm Institutional Shareholder Services (ISS). The analyst we quote in that article says ISS is buying Williams’ line that Williams’ assets after a merger with ETE will produce boatloads of cash and profit for the newly merged company, while the very same assets apart from the merger won’t. Even though the merged company will have an enormous load of new debt following the merger. It defies logic. And yet, Williams has found two more proxy advisory firms who are now willing to go on the record, like ISS, in support of the merger. What do they see that we don’t? Tune in to this episode of As the (Midstream) World Turns…
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