M&A

Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | TC Energy/TransCanada

TransCanada to Refile FTC Merger Notification in Columbia Deal
May 5, 2016May 5, 2016

In March MDN reported that Canadian midstream giant TransCanada wants a bigger piece of the Marcellus/Utica midstream (i.e. pipeline) pie and has decided to buy Columbia Pipeline Group for $10 billion (see TransCanada Makes Play to Buy Columbia Pipeline for $10B). Columbia Pipeline shareholders are due to vote on the deal in June (see Columbia Pipeline Shareholders to Vote on TransCanada Deal June 22). But what’s this? Apparently there’s been a small bump on the road to a happy union. TransCanada announced yesterday they have withdraw their pre-merger notification with the U.S. Federal Trade Commission (FTC) and will refile the notification again on May 6 (tomorrow). Why? To restart the clock for FTC regulators who are reviewing the deal. Apparently there is a 30-day period at the end of which the FTC must render an opinion. Sometimes big, complex deals like this one take longer than 30 days, so a common practice is to pull the notification and re-file to buy the FTC more time…
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Baker Hughes | Energy Services | Halliburton | Industrywide Issues | M&A

The Road Ahead for Baker Hughes – Post Halliburton Deal
May 3, 2016May 3, 2016

Yesterday MDN brought you the news that the Halliburton buyout of Baker Hughes is now officially dead (see Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”). So what’s ahead for Baker Hughes? First up is that they will get a $3.5 billion (with a “b”) payment from Halliburton tomorrow. At least, they’re supposed to. Baker Hughes says they will use $1.5 billion of the money to buy back company stock, and the other $1 billion to pay off certain debts. The company will also “rationalize” (i.e. downsize/cut) certain segments of its business–like the onshore pressure pumping business. You have to wade through lots of euphemisms and management gobbledygook speak, but here’s the Baker Hughes “path to the future” statement they issued yesterday…
Read More “The Road Ahead for Baker Hughes – Post Halliburton Deal”
Baker Hughes | Energy Services | Halliburton | Industrywide Issues | M&A | Regulation

Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated”
May 2, 2016May 2, 2016

It’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!…
Read More “Obama DOJ Kills Halliburton/Baker Hughes Merger, Deal “Terminated””
Energy Services | Energy Transfer Partners | Industrywide Issues | M&A | Williams

Carl Icahn Protege Gets Burned from Meddling in ETE/Williams Deal
April 27, 2016April 27, 2016

We knew that corporate raider Carl Icahn’s protege, Keith “Mini-Me” Meister, had been meddling in Williams since 2013 (see Bad News: Corporate Raiders Take Aim at Williams and Evil Corporate Raiders Double Investment (& Control) in Williams). What we didn’t know, until now, is that Mini-Me Meister was the puppet-master behind Williams’ decision to cave and accept Energy Transfer Equity’s “indecent proposal” (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). It seems that Mini-Me Meister doesn’t have quite the same touch that Godfather Carl does, because the ETE/Williams deal is falling apart and Mini-Me Meister has gotten burned on his investment in Williams. He’s lost a LOT of money…
Read More “Carl Icahn Protege Gets Burned from Meddling in ETE/Williams Deal”
Energy Services | Energy Transfer Partners | Industrywide Issues | M&A | Williams

ETE Tries New Tactic to Scuttle Williams Takeover Deal
April 21, 2016April 21, 2016

The proposed takeover/merger of Williams by Energy Transfer Equity (ETE) is better than a daytime soap opera. It was a long courting period before ETE finally cajoled, harangued, and eventually forced the board of Williams to agree to a merger/takeover. ETE’s billionaire CEO Kelsy Warren revealed he had been propositioning Williams for over six months–offering Williams $64 per share to buy the company, totaling $48 billion (see Energy Transfer Makes “Indecent Proposal” to Buy Williams for $48B). Williams resisted, but eventually they caved and agreed to the deal–although the deal price went down $10 billion by the time they accepted (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). But things changed. Prices for natural gas (and oil) went into the basement, and ETE/Kelsy Warren had second thoughts (see ETE Wants Out of Williams Merger/Takeover, Offering $2B Breakup Fee). Williams, however, isn’t backing down. “You wanted us? You’re going to take us.” That’s the sentiment. So ETE has been doing funky things to scuttle the deal, like issuing private shares to insiders so they come out on top. Williams took note and sued (see Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren). The latest action taken by ETE to disrupt the deal is by filing a document with the Securities and Exchange Commission that says if the closing stays on schedule the whole thing may be taxable, when before it was thought they would qualify for exemptions. Williams once again disagrees…
Read More “ETE Tries New Tactic to Scuttle Williams Takeover Deal”
Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | Pipelines | TC Energy/TransCanada

Columbia Pipeline Shareholders to Vote on TransCanada Deal June 22
April 21, 2016April 21, 2016

In March MDN told you that Canadian midstream giant TransCanada is making a play to buy American Columbia Pipeline Group for $10 billion/C$13 billion (see Rumor Comes True: TransCanada Buying Columbia Pipeline for C$13B). Columbia is a major Marcellus/Utica midstream (i.e. pipelines and processing plants) company. Yesterday Columbia set the date for when its shareholders will vote on the deal. The magic date is June 22…
Read More “Columbia Pipeline Shareholders to Vote on TransCanada Deal June 22”
Energy Services | Industrywide Issues | Jobs | M&A | Williams

Williams Laying Off 10% of Workforce Ahead of Merger with ETE
April 19, 2016April 19, 2016

Somehow this bit of news escaped us a few weeks ago–perhaps because most of the impacts will happen in Oklahoma. Williams, the midstream giant that is currently being half-heartedly pursued by Energy Transfer Equity in a buyout/merger, is preparing for the eventual merger by laying off 10% of its workforce. Williams says they layoffs are due to “current market forces” and not because of the impending merger. Sorry–we don’t buy it. We suspect the layoffs have a great deal to do with trimming down before the company is eventually sold. Williams employs 6,700 people in North America and in late March they began dumping 10% (~670) of them. Some 100 of those layoffs are happening in the company’s Tulsa, OK headquarters. The others will come from across the country–including here in the Marcellus/Utica region…
Read More “Williams Laying Off 10% of Workforce Ahead of Merger with ETE”
Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Dela. Court Grants Williams Request to Speed Up ETE Lawsuit
April 15, 2016April 15, 2016

A Delaware court has granted a motion by Williams to hurry-it-up with their recently filed lawsuit against Energy Transfer Equity (ETE)–the company trying to buy Williams. No, Williams is not trying to fend off the purchase. They’re trying to ensure Williams stockholders (and the managers of Williams) get the agreed-to price. Last week Williams sued ETE and its CEO Kelsy Warren for issuing private shares of stock to select investors to help finance the deal (see Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren). Williams believes the private stock offering is a sweetheart deal that in the end devalues or puts at a disadvantage Williams stockholders. The court has granted Williams request to speed things up. The Williams board still maintains they want the merger/buyout to go forward. Strange way to show you love your new owner–by suing him. But this isn’t about affection and getting along and kumbaya–it’s about money…
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Baker Hughes | Energy Services | GE Oil & Gas | Halliburton | Industrywide Issues | M&A

Scuttlebutt: With Halliburton Deal Crumbling, GE Eyes Baker Hughes
April 11, 2016April 11, 2016

Last 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…
Read More “Scuttlebutt: With Halliburton Deal Crumbling, GE Eyes Baker Hughes”
Energy Services | Industrywide Issues | M&A | Schlumberger

Oilfield Services Co. Schlumberger Completes Merger with Cameron
April 8, 2016April 8, 2016

Houston-based Schlumberger (pronounced Shlum-Bur-Zhay) is the world’s largest oilfield services company. Halliburton is #2, and not even close in size. As we reported yesterday, the Obama Dept. of Justice is opposing Halliburton’s merger plan to buy out Baker Hughes (see Obama DOJ Sues to Block Halliburton/Baker Hughes Merger). In a similar move, Schlumberger made a bid for Cameron International–a leading provider of flow equipment products, systems and services to worldwide oil and gas companies. While the DOJ is giving Halliburton/BH the stink eye, they approved the Schlumberger/Cameron deal in near record time. Last week Schlumberger completed the merger and the two are now one company…
Read More “Oilfield Services Co. Schlumberger Completes Merger with Cameron”
Energy Services | Energy Transfer Partners | Industrywide Issues | Litigation | M&A | Williams

Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren
April 7, 2016April 7, 2016

It was a long courting period before Energy Transfer Equity finally cajoled, harangued, and eventually forced the board of Williams to agree to a merger/takeover. ETE’s billionaire CEO Kelsy Warren revealed he had been propositioning Williams for over six months–offering Williams $64 per share to buy the company, totaling $48 billion (see Energy Transfer Makes “Indecent Proposal” to Buy Williams for $48B). Williams resisted, but eventually they caved and agreed to the deal–although the deal price went down $10 billion by the time they accepted (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). But things changed. Prices for natural gas (and oil) went into the basement, and ETE/Kelsy Warren had second thoughts (see ETE Wants Out of Williams Merger/Takeover, Offering $2B Breakup Fee). Yesterday Williams sued ETE and Kelsy Warren over ETE’s issuance of private shares to select investors to help finance the deal, and they sued Warren for “interfering” with the merger by issuing said private shares. The upshot seems to be Williams feels as though their shareholders are getting shafted. Williams wants the deal done, and they want to get the agreed-to amount. That’s why they’re suing. ETE disputes Williams’ claims and says they will “vigorously defend” themselves. Looks like this marriage is already turning sour…
Read More “Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren”
Baker Hughes | Energy Services | Halliburton | Industrywide Issues | Litigation | M&A | Regulation

Obama DOJ Sues to Block Halliburton/Baker Hughes Merger
April 7, 2016April 7, 2016

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…
Read More “Obama DOJ Sues to Block Halliburton/Baker Hughes Merger”
Baker Hughes | Energy Services | Halliburton | Industrywide Issues | Litigation | M&A | Regulation

DOJ “Preparing Lawsuit” Against Halliburton/BH – Deal Looks Dead
April 6, 2016April 6, 2016

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…
Read More “DOJ “Preparing Lawsuit” Against Halliburton/BH – Deal Looks Dead”
Baker Hughes | Energy Services | Halliburton | Industrywide Issues | Litigation | M&A

DOJ Sues ValueAct Capital for Meddling in Halliburton/BH Merger
April 5, 2016July 14, 2016

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…
Read More “DOJ Sues ValueAct Capital for Meddling in Halliburton/BH Merger”
Industrywide Issues | M&A

Consulting Firm IHS Merges with UK Firm to Avoid High US Taxes
March 22, 2016March 22, 2016

When a US company like IHS, one of the biggest and best data analytics and consulting firms in the oil and gas (among other) spaces merges itself with a foreign company–in this case a UK company–to avoid paying higher taxes in the US, you know something is wrong. Yesterday IHS announced they will merge with the UK-based Markit, another data analytics firm. We love the Brits and we’re sure Markit is a fine company–but it distresses us to see companies moving offshore because of Obama’s tax policies. But there you have it–that’s just what has happened. It’s called an “inversion deal”–where a U.S. company combines with a foreign company and moves operations overseas to avoid higher tax liabilities in the U.S. The $13 billion deal involves no cash–only swapping ownership in each other’s stock. The combined company will have revenues of $3.3 billion…
Read More “Consulting Firm IHS Merges with UK Firm to Avoid High US Taxes”
Columbia Pipeline Group | Energy Services | Industrywide Issues | M&A | Pipelines | TC Energy/TransCanada

Rumor Comes True: TransCanada Buying Columbia Pipeline for C$13B
March 18, 2016March 21, 2016

That was pretty fast. One week ago MDN told you that the rumor mill was working overtime about a potential buyout of Columbia Pipeline Group, a major Marcellus/Utica midstream company, by TransCanada, of Keystone XL Pipeline fame (see TransCanada Makes Play to Buy Columbia Pipeline for $10B). The number bandied about was $10 billion to buy Columbia. Neither Columbia nor TransCanada would confirm the rumors. But yesterday, TransCanada announced they’ve reached a deal with Columbia, to buy them for $13 billion (Canadian dollars, which is ~$10 billion US). It gives TransCanada a set at the midstream table since increasingly natural gas is flowing from the U.S. to Canada–after years of it being primarily the other way around. One of the primary selling points, according to TransCanada, is Columbia’s Marcellus/Utica assets. Here’s the Columbia/TransCanada announcement…
Read More “Rumor Comes True: TransCanada Buying Columbia Pipeline for C$13B”