Energy & Sustainability M&A Activity – November 2018

by Mintz


Recent M&A Activity

  • September 24, 2018: EnterSolar reached a definitive agreement for 50% of its interest to be acquired by EDF Renewables North America, a subsidiary of EDF Renewable Energy. The acquisition will help EDF Renewables North America to expand its presence in the commercial and industrial sector and additionally give the company an increased presence in the solar market of New York.
  • September 26, 2018: The electrolyte business of BASF reached a definitive agreement to be acquired by Shenzhen Capchem Technology Company for $1.2 million. The completion of this acquisition will help Capchem Technology to explore the European and North American markets and coordinate development with the manufacturing bases in Poland.
  • September 26, 2018: Pin Oak was acquired by MPLX for $450 million. The acquisition would enable the acquirer to meet its growing export needs and increase its third-party business.
  • October 1, 2018: Municipal Light & Power reached a definitive agreement to be acquired by Chugach Electric Association for $1 billion.
  • October 1, 2018: W Energy Partners was acquired by Northern Oil and Gas for an undisclosed amount. The consideration includes approximately $114.8 million in cash and 51,476,961 shares of the acquirer's common stock, par value $0.001 per share.
  • October 1, 2018: Lincoln Clean Energy was acquired by Ørsted for an undisclosed sum. 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. The move is in keeping with the Ørsted's attempts to shift away from fossil fuels and embrace renewable energy sources.
  • October 1, 2018: The Fayetteville shale assets of BHP Billiton were acquired by Merit Energy Company for $300 million.
  • October 1, 2018: Andeavor was acquired by Marathon Petroleum for $23.3 billion. Andeavor shareholders will have the option to receive in exchange for each share of Andeavor common stock they hold 1.87 shares of MPC stock, $152.27 in cash, or a combination of both — subject to a proration mechanism that will result in 15% of the shares of Andeavor common stock being exchanged for cash and the remaining shares being exchanged for MPC stock. The strategic combination, creates a large-scale, geographically-diversified and highly integrated refining, marketing, and midstream company.
  • October 1, 2018: SolarWorld Americas was acquired by SunPower for an undisclosed amount. The acquisition provides the acquirer with a platform for it to implement its P-Series solar panel manufacturing technology in its home market.
  • October 2, 2018: United Pacific Energy was acquired by Superior Plus for $33 million. The acquisition will help the acquirer to expand our wholesale propane marketing presence in the United States.
  • October 3, 2018: Lime Energy reached a definitive agreement to be acquired by Willdan Group for $120 million. The company signed a new credit agreement with a syndicate of BMO Harris Bank and MUFG Union Bank to provide up to a $90 million delayed draw senior secured term loan and a $30 million revolving credit facility, each to mature on October 1, 2023.
  • October 4, 2018: Sunwave Gas & Power reached a definitive agreement to be acquired by C Wave Power & Gas for CAD 9.7 million. A contingent payment of 400,000 will be made on completion of future terms.
  • October 5, 2018: Clearwater Solutions was acquired by Nuverra Environmental Solutions for $41.9 million. The acquisition significantly improves its competitive position in the Northeast marketplace due to the added capacity of the new wells and logistical advantages of its trucking business.
  • October 5, 2018: Protonex sold its Power Manager business to Revision Military for $15.35 million. Terms of the transaction include upfront consideration of $4.1 million to the seller, payable in cash and a note subject to a customary working capital adjustment, and up to a further $11.25 million, based on achievement of specific sales objectives during a 12-month earn-out period. This divestiture is consistent with the seller's strategy of continuous portfolio optimization.
  • October 8, 2018: Rowan Companies reached a definitive agreement to be acquired by Ensco International for $2.38 billion. The combined entity will have an enterprise value of about $12 billion and will own a fleet of 28 floating rigs and 54 jack-ups, with drilling operations in the Gulf of Mexico, Brazil, and West Africa.
  • October 8, 2018: Deepwater Wind reached a definitive agreement to be acquired by Ørsted for $510 million. The acquisition would enable Ørsted to create the number one offshore wind platform in North America and deliver clean energy to the seven states on the U.S. East Coast.
  • October 8, 2018: Babcock & Wilcox Universal was acquired by Dürr for an undisclosed amount. This acquisition will enable Dürr to create a leading provider of environmental technology systems for industrial exhaust-air purification, which will better position it to serve customers' needs.
  • October 9, 2018: Antero Midstream Partners reached a definitive agreement to be acquired by Antero Midstream GP for $7.2 billion. AMGP will convert into a corporation, and the combined entity will be renamed Antero Midstream Corporation.
  • October 11, 2018: Core Appalachia was acquired by Diversified Gas & Oil for $183 million. The consideration comprised of a $130 million cash payment and the issuance of 35,000,000 new ordinary shares at an effective issue price of $1.51 per share. The cash consideration of $130 million has been funded through the assumption of the $93 million balance on Core's revolving credit facility led by KeyBank and an incremental draw of $40 million under the Company's existing KeyBank debt facility. Collectively, these components comprise approximately 70% of the purchase price. For the remaining 30% of the purchase price, the Company has applied for admission of the Consideration Shares to trading on AIM and expects that admission will occur on October 12, 2018 ("Admission"). The acquisition would support the company's upstream and midstream assets acquired from EQT in July, and allow the company to unlock 'significant incremental value through consolidation to a single operator.
  • October 14, 2018: Source Power & Gas reached a definitive agreement to be acquired by Direct Energy, a subsidiary of Centrica, for an undisclosed amount. The purchase of SPG Energy is in line with Direct Energy's continued growth strategy in North America.
  • October 15, 2018: Magnum Oil Tools International reached a definitive agreement to be acquired by Nine Energy Service for $493 million.
  • October 16, 2018: The fuel distribution business of BRENCO Marketing was acquired by Sunoco for $24 million. The acquisition will help the acquirer to grow the core fuel distribution business.
  • October 17, 2018: Sabalo Energy reached a definitive agreement to be acquired by Earthstone Energy for $950 million. The acquisition will expand Earthstone's footprint in the Midland Basin, which will be an important milestone in the ongoing transformation and will have around 50,800 net Midland Basin acres spanning Howard, Reagan, Upton and Midland Counties in Texas.
  • October 18, 2018: Strike Capital LLC reached a definitive agreement to acquire Sentinel Energy Services through a reverse merger, resulting in the combined entity trading on the NYSE Stock Exchange.
  • October 18, 2018: Superior Plus entered a definitive agreement to acquire substantially all of the propane distribution assets of Musco Fuel & Propane LLP for an undisclosed amount. The Acquisition is anticipated to add approximately 4,200 residential and commercial customers and 2.5 million gallons (9.5 million liters) of retail propane and distillate sales to Superior's Energy Distribution operations in the United States and allows Superior to strategically grow its footprint in Connecticut. The acquisition is anticipated to close during the fourth quarter of 2018, subject to the satisfaction of certain customary commercial conditions.
  • October 19, 2018: Energy Transfer Partners was acquired by Energy Transfer Equity for $27 billion.
  • October 19, 2018: Energy XXI Gulf Coast was acquired by Cox Oil Offshore for $322 million. The acquisition will enable Cox to deliver maximum value to its existing portfolio and fulfill its long-term strategies and goals.
  • October 22, 2018: Spark Energy reached a definitive agreement to acquire 60,000 residential  customer equivalents (RCEs) from a retail energy provider in the mid-Atlantic and Midwest regions for an undisclosed amount.
  • October 22, 2018: Praxair merged with The Linde Group to form a new company for an undisclosed amount. The transaction unites Linde's long-held leadership in technology with Praxair's efficient operating model, creating a global leader. Linde shareholders would receive 1.54 shares in a new holding company per stock they currently own.
  • October 23, 2018: Peoples Natural Gas reached a definitive agreement to be acquired by Aqua America for $2.975 billion. The acquisition will enable Aqua America to make a long-term, positive contribution to infrastructure challenges and ensure service reliability for generations to come. The transaction is expected to close in mid-2019. Post-transaction, the company's corporate headquarters will be in Bryn Mawr, Pennsylvania.

*Source: Pitchbook

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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