Energy & Sustainability M&A Activity – September 2018

Recent M&A Activity

• July 24, 2018: The propane operations of Rolla Farmers Exchange were acquired by MFA Oil for an undisclosed sum. The acquisition is a part of MFA Oil's strategy of working with local co-ops who’ve decided to exit the energy business. This change allows Rolla Farmers to concentrate on their strength, which is serving their agricultural customers.
• July 24, 2018: The hydraulic fracturing and pump down business of Refinery Specialties was acquired by keane frac for $34.6 million.
• July 25, 2018: Geokinetics was acquired by SAExploration Holdings for an undisclosed amount. The acquisition will allow the acquirer to continue to provide, and in many instances enhance, its seismic data acquisition and logistical support services. External borrowing will be used to finance the purchase price of the acquisition of GEOK’s assets and to pay related transaction costs.
• July 26, 2018: ProAct Services was acquired by Evoqua Water Technologies for $132 million. The deal will expand offerings for Evoqua and enhance its service capabilities in temporary process water, coal ash pond remediation, wastewater and hydrostatic water treatment segments.
• July 26, 2018: Petrohawk Energy reached a definitive agreement to be acquired by BP for $10.5 billion. On completion, $5.25 billion, as adjusted, will be paid in cash from existing resources. $5.25 billion will be deferred and payable in cash in six equal instalments over six months from the date of completion. BP intends to finance this deferred consideration through equity issued (from Barclays Bank) over the duration of the installments. Shearman & Sterling provided advisory service to Barclays Bank. The acquisition will bring BP extensive oil and gas production and resources in the liquids-rich regions of the Permian and Eagle Ford basins in Texas and in the Haynesville gas basin in Texas and Louisiana. The deal is expected to be completed by the end of October 2018.
• July 27, 2018: BHP Billiton Petroleum (Fayetteville) reached a definitive agreement to be acquired by Merit Energy Company for $300 million.
• July 30, 2018: The Four Corners Area assets of Williams Partners were acquired by Harvest Midstream for $1.125 billion.
• July 30, 2018: LumaSense Technologies reached a definitive agreement to be acquired by Advanced Energy Industries for $85 million. This acquisition adds a line of photonic-based measurement and monitoring solutions that are highly synergistic and complementary to Advanced Energy's line of pyrometry-based temperature measurement products.
• July 31, 2018: Luna Innovations sold its Optoelectronic Solutions business to OSI Optoelectronics for $18.5 million. The addition of Luna’s Optoelectronic Solutions business is well aligned with the acquirer's focus on expanding and enhancing its product portfolios.
• August 1, 2018: Aegis Energy Services was acquired by Dalkia, a subsidiary of Électricité de France, for an undisclosed amount. The company’s scope for innovation and expertise in energy efficiency will be the perfect addition to the acquirer's business and will bring real added value to Dalkia's energy services offering in the United States.
• August 1, 2018: Sanford Oil was acquired by Sunoco for $70 million. The acquisition will aid Sunoco's strategy of utilizing its scale to grow the core fuel distribution business.
• August 6, 2018: Deep Gulf Energy reached a definitive agreement to be acquired by Kosmos Energy for $1.23 billion. With this acquisition, Kosmos Energy continues to grow into a larger, more balanced exploration and production company, with increasingly diversified production, a pipeline of world-class development projects, and a portfolio of short- and longer-cycle exploration opportunities. Payment is being made through $925 million in cash, funded through loans, plus $300 million worth of Kosmos shares being issued to the company’s shareholders.
• August 8, 2018: Lincoln Clean Energy reached a definitive agreement to be acquired by Ørsted for $580 million. The acquisition of Lincoln Clean Energy will provide a strong growth platform in the United States, which is one of Orsted's strategic growth markets. The move is in keeping with the Ørsted's attempts to shift away from fossil fuels and embrace renewable energy sources. The acquisition would enable the company to tap into the substantial growth potential that a transition to green energy offers, as well as create additional value for its shareholders.
• August 9, 2018: Palm Beach Resource Recovery reached a definitive agreement to be acquired by Covanta for $45 million. The deal is expected to close in third quarter of 2018 and is subject to the satisfaction of closing conditions.
• August 9, 2018: Eagle Creek Renewable Energy reached a definitive agreement to be acquired by Ontario Power Generation for $388 million.
• August 12, 2018: Harbor City Oil & Propane was acquired by Superior Fuel for an undisclosed amount.
• August 13, 2018: Rhinehart Oil Co reached a definitive agreement to be acquired by Parkland Fuel for an undisclosed amount. The acquisition provides a key platform for expansion of Parkland's business and operations in the United States.
• August 14, 2018: Comstock Resources was acquired by Jerry Jones for $620 million. Along with this transaction, the company also completed a comprehensive refinancing plan, which included a cash tender offer for all of the outstanding senior notes of the company, a redemption of any untendered senior notes of the company, and the closing of a new bank credit facility.
• August 15, 2018: Energen reached a definitive agreement to be acquired by Diamondback Energy for $8.37 billion. Under the terms of the acquisition agreement, EGN shareholders will be entitled to receive 0.6442 of a FANG share for each EGN share they own, representing consideration of $74.26 based on FANG's August 15 trading price. Finally, upon completion of the transaction EGN shareholders will only have a 38% stake in ownership of the combined company. This acquisition represents a transformational moment for both Diamondback, as they are set to benefit from owning the premier large cap Permian independent with industry leading production growth, operating efficiency, margins, and capital productivity supporting an increasing capital return program. The deal is expected to close by the end of the fourth quarter of 2018.
• August 20, 2018: Rio Verde Utilities reached a definitive agreement to be acquired by EPCOR Utilities for an undisclosed amount. This acquisition will help EPCOR Utilities in expanding its footprint as Arizona’s largest regulated water and wastewater provider.
• August 22, 2018: Nexamp was acquired by Diamond Generating, a subsidiary of Mitsubishi, for $54.03 million.
• August 23, 2018: SolarBOS was acquired by Gibraltar Industries for an undisclosed amount. The acquisition expands the acquirer’s integrated solar racking and engineering services and provides complementary offerings to their existing customers.
• August 24, 2018: Spectra Energy Partners entered into a definitive agreement to be acquired by Enbridge for $3.3 billion. The transaction is attractive particularly in light of SEP’s limited future capacity for distribution growth.
• August 27, 2018: Blue Ridge Mountain Resources reached a definitive agreement to be acquired by Eclipse Resources for an undisclosed amount. The company’s stockholders will receive consideration consisting of 4.4259 shares of Eclipse Resources common stock for each share of the company, before adjustment for a 15-to-1 reverse stock split of Eclipse Resources common stock to be effected concurrently with the closing of the transaction. The transaction is expected to close in the fourth quarter of 2018. Upon closing of the transaction, existing Eclipse shareholders will own approximately 57.5% of the outstanding shares of the combined company and the company's shareholders will own approximately 42.5% stake.

*Sources: Pitchbook

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