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   Strategies & Market TrendsSpeculating in Takeover Targets

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From: richardred3/26/2018 7:46:21 AM
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Retail is not Dead

JD Sports in Deal to Acquire Finish Line for $558 Million By
Thomas Buckley

March 26, 2018, 2:54 AM EDT Updated on March 26, 2018, 4:15 AM EDT

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To: richardred who wrote (4816)3/26/2018 8:39:01 AM
From: richardred
   of 6151
Givaudan launches 1.3 billion euro bid for France's Naturex.

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To: richardred who wrote (4764)3/26/2018 8:51:04 AM
From: richardred
   of 6151
RE-MCF Speculation

TPG Pace Energy, EnerVest Form Eagle Ford Pure-Play In $2.66 Billion Combination

Emily Patsy Associate Managing Editor, Digital News Group Hart Energy
Darren Barbee Senior Editor, Oil and Gas Investor Hart Energy
Tuesday, March 20, 2018 - 9:35am

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Steve Chazen, who resurfaced roughly a year after retiring from Oxy to form TPG Pace Energy in early 2017, will now head the newly-formed Magnolia Oil & Gas. (Image: Hart Energy)

[Editor’s note: This is story was updated at 4:16 p.m. CT March 20.]

Steve Chazen, the former CEO of Occidental Petroleum Corp. (NYSE: OXY), will use the $650 million his blank-check company raised in May 2017 to form a pure-play South Texas operator in a $2.6 billion partnership with EnerVest Ltd., the companies said March 20.

Chazen’s TPG Pace Energy Holdings Corp. (NYSE: TPGE) will carve out EnerVest’s Eagle Ford and Giddings Field/Austin Chalk assets in South Texas to create a new company called Magnolia Oil & Gas Corp., which will trade on the New York Stock Exchange.

TPG will acquire EnerVest’s assets in a cash and stock deal that allows EnerVest’s owners to retain a significant ownership stake in Magnolia. TPG has also raised a $355 million through a private investment in public equity (PIPE) offering.

Magnolia’s assets will consist of EnerVest’s 359,000 net acres in South Texas. The position includes about 14,070 net acres in Karnes County, Texas, and 345,000 net acres in the Giddings Field.

EnerVest’s South Texas division operates about 1,200 wells. In 2016, the company purchased South Texas assets in several deals totaling $1.3 billion.

Current net production from EnerVest’s South Texas assets is about 40,000 barrels of oil equivalent per day (boe/d), with 31,000 boe/d in Karnes and 9,000 boe/d in Giddings. Production from the combined asset base is 62% oil and, overall, 78% liquids. The acreage position is almost entirely HBP, according to the companies’ joint press release.

Magnolia plans to target Austin Chalk zones in Giddings, which has been commercially developed since the 1970s. The company and EnerVest will operate the assets together.

The Austin Chalk has increasingly spurred A&D activity and in South Texas has shown good results for companies such as EOG Resources Inc. (NYSE: EOG). Magnolia said that certain Karnes wells have outperformed “even the best Eagle Ford and Permian-Wolfcamp” well results.

EOG completed four Austin Chalk wells in fourth-quarter 2017 at lateral lengths of about 5,300 ft. Average 30-day IPs average 2,280 barrels per day (bbl/d) of crude oil and condensate compared to similar production in the Wolfcamp of 1,410 bbl/d using 6,000 ft laterals.

Success in Texas has bled over to deals in Louisiana’s Austin Chalk. In December, for example, PetroQuest Energy Inc. (NYSE: PQ) purchased about 24,600 gross acres in the play for $18.6 million in cash and stock in December.

Chazen formed TPG Pace Energy in 2017 roughly a year after retiring from Oxy as part of a pack of former high-profile E&P leaders whose clout helped raise at least $2.4 billion through special purpose acquisition companies (SPAC) for to-be-named-later acquisition targets.

Chazen will lead Magnolia as the company’s full-time chairman, president and CEO and is joined by Christopher Stavros, another former Oxy executive, as Magnolia’s CFO. In addition to Chazen’s leadership, EnerVest’s South Texas team will continue to operate the Magnolia assets following the closing of the transaction under a long-term services agreement with EnerVest.

“I have known Steve for more than 20 years and I cannot think of a better executive to lead Magnolia,” EnerVest CEO and founder John B. Walker said in a statement. “The playbook he perfected at Oxy is a great match for the outstanding acreage we have assembled in South Texas over the last 10 years.”

Magnolia conservatively estimates running a 2.7 rig program in 2018 with base EBITDA of $461 million. By 2019, the company estimates 12% EBITDA growth to $517 million.

Additionally, Magnolia said it will generate $241 million in free cash flow based projected West Texas Intermediate prices of $58 and $2.75 Henry Hub pricing.

Upon closing, Magnolia will maintain a seven-person board, which will include Chazen as chairman, two appointees named by each of TPG and EnerVest and two additional independent directors. EnerVest will also retain a significant ownership stake in Magnolia, the release said.

In connection with the transaction, TPG plans to raise $330 million through a private placement of roughly 33 million shares common stock. The placement, expected to close concurrently with the transaction, was anchored by certain funds and accounts managed by Fidelity Management & Research Co., Davis Selected Advisers LP, certain funds managed by Capital Research and Management Co. and several other institutional investors. In addition, Chazen and certain TPG executives will personally subscribe for an additional $25 million investment on the same terms.

Magnolia also said a large number of potential acquisition targets are available in South Texas since “an increasing number of public companies view South Texas assets as noncore and are not actively allocating capital to the region.”

Several public companies are also actively marketing their positions, the company said.

Magnolia will trade under a new ticker upon closing, which is expected late in second-quarter 2018. The transaction is subject to approval by TPG shareholders and other customary closing conditions.

Credit Suisse Securities (USA) LLC was financial adviser to TPG. Deutsche Bank Securities Inc. and Goldman, Sachs & Co. were the company's capital markets advisers, while Vinson & Elkins LLP acted as its legal counsel. Citigroup was financial adviser and capital markets adviser to EnerVest and Gibson, Dunn & Crutcher LLP was its legal counsel. Bank of America Merrill Lynch was previously adviser to EnerVest in the divestiture of its Giddings Field assets.

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To: richardred who wrote (4830)3/26/2018 8:58:30 AM
From: richardred
   of 6151
Pioneer Deals Eagle Ford Assets To Australia's Sundance

Emily Patsy Associate Managing Editor, Digital News Group Hart Energy
Monday, March 19, 2018 - 3:45pm

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Sundance Energy agreed to acquire the assets located in the volatile oil window of the Eagle Ford Shale from Pioneer Natural Resources and its JV partner for $221.5 million. (Image: Hart Energy)

Pioneer Natural Resources Co. (NYSE: PXD) recently made headway on its goal of becoming a Permian pure-play with an agreement to sell a portion of its Eagle Ford assets to Sundance Energy Australia Ltd. (NASDAQ: SNDE).

Sundance said March 15 it had agreed to acquire Eagle Ford assets in the volatile oil window from Pioneer and its joint venture partner, Reliance Industries Ltd., for $221.5 million. The deal included 21,900 net acres in McMullen, Live Oak, Atascosa and La Salle counties, Texas, and current production of 1,800 barrels of oil equivalent per day (boe/d).

The sale is Pioneer’s first move in a strategy announced in early February to sell all assets outside of the Permian, where the E&P plans to focus its entire $2.9 billion capex in 2018

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To: richardred who wrote (4754)3/26/2018 9:13:28 AM
From: richardred
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USG Board of Directors Unanimously Rejects Unsolicited Proposal From Knauf

March 26, 2018 08:52 AM Eastern Daylight Time
CHICAGO--( BUSINESS WIRE)--USG Corporation (NYSE:USG) today announced that its Board of Directors, advised by its financial and legal advisors, has unanimously rejected the unsolicited and non-binding proposal disclosed today by Gebr. Knauf KG (“Knauf”) to acquire all of the shares of USG for $42.00 per share in cash. The Board carefully evaluated it and determined that it substantially undervalues the Company and is not in the best interests of all of USG’s shareholders.

“Our Board is always looking for ways to deliver value to all of our shareholders, but Knauf’s opportunistically timed proposal is wholly inadequate as it does not reflect USG’s intrinsic value, including the significant opportunities ahead of us”

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“Our Board is always looking for ways to deliver value to all of our shareholders, but Knauf’s opportunistically timed proposal is wholly inadequate as it does not reflect USG’s intrinsic value, including the significant opportunities ahead of us,” said Steven Leer, USG’s non-executive chairman of the Board. “We are confident that the strategy we presented on March 8, 2018 at our Investor Day will deliver significantly more value to our shareholders than Knauf’s proposal.”

Jennifer Scanlon, president and chief executive officer of USG, added, “USG has taken significant steps over the last two years to transform our company, our products and our balance sheet, while lowering our cost structure and improving our competitive position. As outlined at our investor day, we expect our strategy to drive further revenue growth, margin expansion and free cash flow – all of which will position us to deliver profitable growth and increased shareholder value.”

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as financial advisors to USG, and Jones Day is serving as legal advisor to USG.

The USG Board communicated its decision in the following letter to Knauf:

March 26, 2018

Alexander Knauf, General Partner and
Manfred Grundke, General Partner
Gebr. Knauf KG
Am Bahnhof 7
97346 Iphofen

Dear Alexander and Manfred,

In response to your revised proposal letter dated March 15 our Board, together with our financial and legal advisors, thoroughly analyzed your proposal and unanimously determined that $42 per share is wholly inadequate, as it substantially undervalues the Company and is not in the best interests of all of USG’s shareholders.

As we discussed on our call last December and during our meeting with Steve Leer, our Chairman, on March 12, our Board has been, and will continue to be, focused on opportunities to enhance shareholder value and would always evaluate any bona fide acquisition proposal for USG. However, our Board and management are highly confident that the strategy we presented publicly at our March 8 Investor Day will deliver substantially more value to our shareholders than your proposal. A few of the critical items of our strategy that the Board considered include:

• USG has recently transformed its business to a pure manufacturing company with an enhanced portfolio, including innovative new products that are gaining traction in the market, a focused division structure and refreshed operating model;

• Our focus on substantial margin expansion opportunities with a supportive macroeconomic backdrop;

• An improving cost position by way of highly accretive investments in advanced manufacturing and other ongoing cost reduction and price optimization initiatives drives our ability to meaningfully expand our free cash flow generation;

• Many other public and non-public elements of our strategic plan – all of which position us to deliver profitable growth and drive long-term shareholder value.

In your proposals, as well as in our conversations and recent meetings, you have emphasized your proposal prices in terms of a stated premium to certain current or recent trading prices for our stock. While the Board has looked at a comprehensive set of data to analyze your proposals, it is important for you to understand that, in determining whether a proposal is in the best interests of all shareholders, the Board has been highly focused on the intrinsic value of our long-term strategic plan and measuring that against the proposal price.

I suggest we speak to make sure our views are clear. Please let me know when you are available. I look forward to speaking with you soon.

Best regards,

Jennifer F. Scanlon

President and Chief Executive Officer

About USG Corporation

USG Corporation is an industry-leading manufacturer of building products and innovative solutions. Headquartered in Chicago, USG serves construction markets around the world through its Gypsum, Performance Materials, Ceilings, and USG Boral divisions. Its wall, ceiling, flooring, sheathing and roofing products provide the solutions that enable customers to build the outstanding spaces where people live, work and play. Its USG Boral Building Products joint venture is a leading plasterboard and ceilings producer across Asia, Australasia and the Middle East. For additional information, visit

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management’s expectations about future conditions, including but not limited to, statements with respect to our expectations regarding the future impact of our strategic initiatives and statements regarding the indication of interest made by Knauf. In some cases, forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “may,” “will be,” “will continue,” “will likely result” and similar expressions. Actual business, market or other conditions may differ materially from management’s expectations and, accordingly, may affect our sales and profitability, liquidity and future value. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Actual results may differ materially due to various other factors, including future actions that may be taken by Knauf in furtherance of its unsolicited proposal. Forward-looking statements speak only as of the time they are made, and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based. Information describing other risks and uncertainties affecting Avenue that could cause actual results to differ materially from those in forward-looking statements may be found in our filings with the Securities and Exchange Commission, including, but not limited to, the “Risk Factors” in our most recent Annual Report on Form 10-K.

Contacts Media:
Sard Verbinnen & Co
Jim Barron/Pam Greene, 212-687-8080
USG Corporation
Kathleen Prause, 312-436-6607
USG Corporation
Bill Madsen, 312-436-5349

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To: richardred who wrote (4830)3/28/2018 9:56:54 AM
From: richardred
   of 6151
Oil price still lucrative enough for deals in the Permian Basin

Oil producer Concho to buy rival RSP in Permian push

(Reuters) - Oil and gas producer Concho Resources Inc said on Wednesday it will buy smaller rival RSP Permian Inc in an all-stock deal valued at about $8 billion, in a bid to run the largest drilling program in the Permian Basin.

Many energy companies, including Exxon and Chevron, have swarmed to the Permian Basin to boost production because of its prolific resources and relatively cheap costs. Production there is expected to rise by 75,000 barrels per day to 3 million bpd in March.

The combined company, which will be owned 74.5 percent by Texas-based Concho, will have 27 rigs in the Permian Basin.

The deal will add about 92,000 net acres to Concho’s existing oil fields in the Permian Basin, increasing total acreage to 640,000, the companies said.

“This combination allows us to consolidate premier assets that seamlessly fold into our drilling program”, Concho Chief Executive Officer Tim Leach said in a statement.

RSP shareholders will get 0.320 of Concho shares for each stock held, worth about $50.24 per share - a premium of nearly 29 percent to RSP’s close on Tuesday.

Shares of RSP Permian were up 19.1 percent at $46.35 in premarket trade.

The companies said including debt, the value of the deal is $9.5 billion. The equity value of the deal was calculated based on 155.53 million outstanding shares of RSP.

“This is a significant acquisition, and a lot of synergies that make sense, said RBC analyst Scott Hanold, adding the 29 percent premium was a reasonable price to pay.

The acquisition is likely to add to Concho’s earnings in the first year after the deal closes, which is expected in the third quarter, the companies said.

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From: The Ox4/2/2018 9:03:49 PM
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(Reuters) - CBS Corp (CBS.N) plans to make an all-stock offer for Viacom Inc (VIAB.O) that values the U.S. media company below its current market valuation, people familiar with the matter said on Monday, indicating that tough negotiations lie ahead.

It is unusual for deal negotiations to start with the acquirer valuing its target at a discount. The fact that CBS's first bid for Viacom infers such a valuation reflects how CBS views its position in the U.S. media landscape as superior to Viacom's.

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To: richardred who wrote (4826)4/11/2018 1:08:38 PM
From: richardred
   of 6151
Food and beverage M&A will heat up this year, report says

Cathy Siegner

Published April 10, 2018

The value of global mergers and acquisitions this year is likely to rise above last year's $392 billion because political events such as Brexit and the French elections are in the past, companies are sitting on large cash reserves, and legacy and other firms are actively exploring M&A for growth and innovation, according to an annual report from A.T. Kearney

For the report, the company's co-authors and researchers analyzed more than 100,000 deals in the food and beverage sector from 2006 through the first quarter of this year. They also gathered the views of 89 c-level executives via a survey on sector trends and future activity — with 71% reporting that M&A activities are creating value, compared to 48% saying so last year.

The study also found that large food and beverage companies are likely to keep using M&A in order to stay relevant, and more deals are likely to occur as the drive for sales, innovation and differentiation — and shareholder pressure — continue.

Bahige El-Rayes
A.T. Kearney

"While some key trends in the market will become even more entrenched — such as record-high cash reserves and the continued ease of global trade that M&A represents — others will shift," Bob Haas, leader of the firm’s global Mergers & Acquisitions Practice and co-author of the report, said in a release. "Much of the wait-and-see climate we saw in 2017 that has characterized M&A globally has dissipated. At the same time, with interest rates finally on the uptick, we will likely see an increase in U.S. companies making innovative acquisitions to stay relevant."

Valuations have been falling Along with the dip in deal volume and value last year — down 6% and 2% from 2016, respectively — the enterprise value divided by earnings before interest, taxes, depreciation and amortization multiple also fell to 10.4, the lowest since 2011, according to Bahige El-Rayes, principal in A.T. Kearney’s Consumer and Retail Practice, and co-author of the report.

Nevertheless, he expects activity and values to pick up in 2018 as food companies reach out to target new and returning consumers and bolster the bottom line.

"Legacy consumer and retail companies will fight back in 2018 and seek out adjacent and convergent businesses. Winners will be those that understand what consumers prefer and the channels they use, take a holistic view of their industry, and fearlessly pursue innovative, out-of-the-box opportunities."

Bahige El-Rayes

Principal, A.T. Kearney's Consumer and Retail Practice

"With valuations softening everywhere except [the Asia Pacific region], we’ve still seen consumer and retail deal activity rising every year since 2009," he said in a statement. "Uncertainty remains a constant, but it’s taking a back seat as traditional retail and consumer companies continue to go after more customers and more revenue. We predict that legacy consumer and retail companies will fight back in 2018 and seek out adjacent and convergent businesses. Winners will be those that understand what consumers prefer and the channels they use, take a holistic view of their industry, and fearlessly pursue innovative, out-of-the-box opportunities."

El-Rayes told Food Dive that additional factors impacting deals are online players and consumers moving away from big brands to smaller ones that tell a relatable story. At the same time, he noted top executives are looking for both domestic opportunities and those outside the U.S.

"They expect more cross-border deals, and because we can repatriate cross-border funds that were stuck abroad, we can do more M&A. We expect to see a lot more deals happening, both domestically and foreign," he said.

Blue Buffalo Co., Ltd.

Adjacencies and value are key Private-equity firms and corporations have been sitting on "dry powder" for six years, El-Rayes said. With today's still relatively low interest rates, they are looking around for attractive deals adjacent to their existing businesses — such as the recent General Mills announcement that it will pay $8 billion for Blue Buffalo Pet Products.

"As the future grows, it’s no longer about acquisition, it’s about adjacencies," he said. "Like General Mills and Blue Buffalo and Hershey with Amplify, etc., those adjacencies are going to be the name of the game as we go forward."

Collaboration will also be important in the coming days as retailers work more closely with food manufacturers ?in order to "future-proof" — or "Amazon-proof" — themselves from takeovers, he noted. Part of the advantage will be to duplicate the fast delivery service Amazon now offers through Whole Foods.

"Basically what you do as a food manufacturer is to use the retailer’s footprint to deliver and ship to homes," El-Rayes said. "Retailers have more opportunities to work with food manufacturers — and get products to them in one or two hours."

More M&A activity in the retail sector can be expected as private equity firms watch them struggling for market share against incoming price-cutters such as Aldi and Lidl and sense a good deal that will likely bring value down the line, El-Rayes said.

"You can get a prized asset, and if it has intrinsic value, you might get a good deal," he said. "The name of the game is private label. If you are able to have, as a retailer, a destination private label brand, if you are able to create that, then you are able as a retailer to control the economics and you are more able to set prices."

Flickr user Central Texas Food Bank

Culture clash and trade uncertainty Culture clash presents another minefield as M&A activity picks up. El-Rayes said that it is one of the biggest reasons acquisitions fail. He said there needs to be more post-acquisition planning to accommodate inevitable style differences that crop up between companies.

To pursue investments and acquisitions, CPG firms have launched venture capital arms and funding incubators and accelerators. A.T. Kearney's research found that only Tyson and Campbell had truly benefited from this trend.

For others, execution and culture haven't followed the initial investment, El-Rayes said. When a VC arm buys into a startup, it's buying into a set of people and processes and a culture that is "going to do things in a way that's more agile and mobile than what they do," he said. As a result, the larger company either has to change or the benefit won't be fully realized.

As recent tariff disputes between the U.S. and China roil global markets, many have wondered how it could impact M&A in the near term.

"I think it’s creative uncertainty, and big companies, especially global ones, look at that and say, ‘I want to invest, but there’s uncertainty, so let’s see how that plays out,’ " El-Rayes said. "It may delay some deals from happening."

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To: richardred who wrote (4835)4/20/2018 9:39:19 AM
From: richardred
   of 6151
Activist investor Jana takes 9.1% stake in Pinnacle Foods
  • Activist investor Jana Partners disclosed a 9.1 percent stake in Pinnacle Foods.
  • Jana said it would seek talks with the company on a range of subjects including a possible sale of the packaged foods maker.

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To: richardred who wrote (4814)4/21/2018 9:31:36 AM
From: richardred
   of 6151
WesBanco Inc and Farmers Capital Bank to merge; Farmers shareholders will receive 1.053 shares of WesBanco and $5.00 per share cash.

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