January 2015, monthly merger & acquisition report, focusing on middle market oil and gas companies in the United States.

1. Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Energy & Industrial Sector Observations
 Low Oil Price Implications for Corporate Spend and M&A. A 37% drop in spend
across the sector will be needed relative to 2014 to maintain current debt levels if
Brent remains at $60 per barrel in 2015, according to Wood Mackenzie’s latest
outlook. This is in addition to the $9 billion cuts announced by companies in the last
few weeks. M&A will not recover until a new “consensus” emerges – typically, at least
three to six months from the point that prices stabilize (itself, some way off).
Meanwhile, uncertainty and corporate distress create opportunities for companies
with the appetite and capacity to take advantage. Luke Parker, principal analyst for
Wood Mackenzie’s M&A analysis, notes, “Weak oil prices through 2015 will ratchet
up the pressure on the most financially stretched in the sector. Expect to see falling
deal valuations and the emergence of a true buyers’ market.” (Oil and Gas Financial
Journal – December 18, 2014)
 Oil Investors Pour Most Money Into Funds in 4 Years. Investors betting oil will
rebound from the lowest prices in 5 1/2-years poured the most money in more than
four years into funds that track crude. The four biggest oil exchange-traded products
listed in the U.S. received a combined $1.23 billion in December, the most since May
2010, according to data compiled by Bloomberg. Another $109.9 million was added
this month through Jan. 5. “Commodity investors can be contrarian investors,” said
Matt Hougan, president of San Francisco-based research firm ETF.com. “There are a
lot of true believers in the commodity space. A lot of people are attached to the idea
that oil’s natural price should be $100, not $50.” (Fuel Fix – January 8, 2015)
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Broader Middle Market M&A Trends
-
1,000
2,000
3,000
4,000
5,000
6,000
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
Historical M&A Volume
(Completed Deals < $500 Million)
10 Year Avg. = 3,727 7.9x
9.4x
8.4x
9.2x
8.4x
7.1x
7.4x
8.5x
7.4x
8.2x 8.5x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
Transaction Valuations
(EBITDA Multiple; Completed Deals<$500 Million)

2. 2
Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Energy Stock Price Performance
Red – New York Stock Exchange Composite
Blue – Oilfield Services Index
Green – Exploration & Production
U.S. Rig Count
(As of December 26, 2014)
Industrial Stock Price Performance
Red – New York Stock Exchange Composite
Blue – Industrial and Infrastructure
U.S. Industrial Manufacturing (ISM)
(As of January 1, 2015)
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
0
250
500
750
1,000
1,250
1,500
1,750
2,000
2,250
Jul-07Jan-08Jul-08Jan-09Jul-09Jan-10Jul-10Jan-11Jul-11Jan-12Jul-12Jan-13Jul-13Jan-14Jul-14
Oil Gas % Oil
Basin
Rig
Count
YoY Rig
Change
%
Change
Permian 530 31 6%
Eagle Ford 200 -30 -13%
Williston 179 -8 -4%
25.0
30.0
35.0
40.0
45.0
50.0
55.0
60.0
65.0
70.0
75.0
Jan-08Jul-08Jan-09Jul-09Jan-10Jul-10Jan-11Jul-11Jan-12Jul-12Jan-13Jul-13Jan-14Jul-14
PMI
Oct-14 Nov-14 Dec-14
PMI 59.0 58.7 55.5

3. 3
Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Notable Energy & Industrial Transactions
Announce-
ment Date
Acquiror Target Target/Transaction Description
Transaction
Value ($M)
Energy & Industrial Manufacturing and Services
12/24/14 First Reserve Navigator Energy
Services, LLC
Texas-based provider of midstream services, specifically
development, construction and expansion of Big Spring
Gateway System
--
12/16/14 WadeCo Specialties/
Hastings Equity
Select Chemicals Texas-based provider of production chemicals and services
to the Eagle Ford --
12/16/14 Turnbridge Capital Cimarron Energy/
Curtiss-Wright
Oklahoma-based fabricator of production and processing
equipment, such as separators, separator/hydrator units,
flowback & oil treating equipment, emission control
devices and vapor recovery towers
--
12/15/14 Advent International Distribution
International/
CapStreet Group
Texas-based distributor of thermal and acoustical
insulation products and provider of related services to the
construction, chemical, power, railcar, marine and oil and
gas industries
--
12/15/14 Intervale Capital FlexEnergy/
ESS Funds
Equity investment in FlexEnergy, which manufactures 250
and 330 kW natural gas micro-turbines for wellsite power
generation, midstream compressor station, industrial
power generation and combined heating and power
--
12/11/14 Mobile Mini Evergreen Tank
Solutions/
Odyssey Investment
Partners
Texas-based provider of liquids and solids containment
solutions (e.g., steel tank containers, roll-off and vacuum
boxes, stainless steel tank trailers) to energy,
petrochemical and industrial sectors
$405.0
12/11/14 Wood Group Swaggart Brothers Oregon-based provider of civil construction, fabrication
and site development services --
12/11/14 KW International/
OFS Energy Fund
Advance Fabrication
& Measurement
Texas-based provider of natural gas meter runs, electronic
flow meters and part and supplies that compliment meter
runs, as well as field services and vessel fabrication
--
12/10/14 H-D Advanced
Manufacturing/
Riverside Company/
Hicks Equity/
Weinberg Capital
Intellifuse Coatings Texas-based company that applies its carbide-based
coating technology to the manufacture of wear products,
including radial bearings and pads, for the oil & gas and
mining industries
--
12/10/14 Ranger Offshore/
SunTx Capital
Partners
Technip Acquisition of Technip’s North American diving division
assets including support vessels, saturation diving systems,
surface compression chambers and other equipment used
to provide diving support construction services
--
12/9/14 Thigpen Energy/
Recapture Solutions/
Flex Leasing Power &
Service
TRF Energy Solutions Merger of Thigpen, Recapture and Flex Leasing to form TRF
Energy, which provides flare gas capture, natural gas
fueling and remote power generation services to the
majority of basins in the US
--

4. 4
Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Notable Energy & Industrial Transactions (Cont’d)
Announce-
ment Date
Acquiror Target Target/Transaction Description
Transaction
Value ($M)
Energy & Industrial Manufacturing and Services (Cont’d)
12/9/14 Aqua Terra Water
Management/
Bregal Partners
Superior Disposal
Services
Acquisition of three saltwater disposal facilities located in
the Permian Basin (Texas) --
12/8/14 Littlejohn & Co. PSC Industrial/
Lindsay Goldberg
Texas-based provider of specialty maintenance services
and technology solutions to the upstream, midstream and
downstream segments
--
12/5/14 Cypress Energy
Partners
SBG Energy Services Acquisition of a saltwater disposal facility located in North
Dakota that is connected to a 26-mile gathering system;
deal includes minimum volume guarantee
$2.6
12/2/14 Park Energy Services/
Rock Hill Capital
Bray Production
Services
Oklahoma-based manufacturer and operator of natural
gas compressors with a focus on 27 reciprocating units for
wellhead application
--
12/1/14 Lubrizol Weatherford Acquisition of both Weatherford’s Engineered Chemistry
and Integrity Industries segments; Engineered Chemistry
provides chemical treatments and additives for drilling,
workover and stimulation; Integrity Industries provides
diesel, mineral oil and synthetic oil based drilling fluid
systems to retail drilling fluid companies
$825.0
12/1/14 P2 Energy Solutions/
Advent International
Merrick Systems Texas-based provider of software solutions for production
management and hydrocarbon accounting --
12/1/14 Hyduke Energy
Services
Thunder & Lightning
Welding
Canadian-based provider of oilfield equipment design,
manufacturing and marketing services --

5. 5
Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Notable Exploration & Production and Midstream/Downstream Transactions
Announce-
ment Date
Acquiror Target Target/Transaction Description
Transaction
Value ($M)
Exploration & Production and Midstream/Downstream
12/24/14 Southwestern Energy
Co.
Statoil Acquisition of assets located in West Virginia and
southwest Pennsylvania consisting of 30,000 net acres
producing 29 MMcfe/d
$394.0
12/24/14 Undisclosed buyer Goodrich Petroleum
Corp.
Acquisition of assets located in East Texas producing 6,100
– 6,700 Boe/d $61.0
12/18/14 Sabine Oil & Gas, LLC Forest Oil Corp. All-stock business combination; combined entity will
change its name to Sabine Oil & Gas Corp. and will be
headquartered in Houston, TX
--
12/16/14 Repsol SA Talisman Energy, Inc. Worldwide producer with location in North America, South
America, Southeast Asia and Europe $8,240.0
12/11/14 Jonas Energy, Inc. Undisclosed seller Acquisition of assets located in the Texas Panhandle with
40 drilling locations --
12/10/14 EagleClaw
Midstream Service
Undisclosed seller Acquisition of assets located in Texas that include more
than 50 miles of gas gathering pipeline, refrigerated
processing plant, cryogenic processing plant and seven
new compressors
--
12/8/14 Undisclosed buyer EOG Resources Divestiture of assets located in Canada producing 7,050
Boe/d, 580 barrels of NGL’s and 43.5 MMcfe/d $410.0
12/8/14 Starwood Energy
Group Global, LLC
Lakeside Generation Acquisition of three natural gas facilities, one located in
Pennsylvania and two in New York $1,075.0
12/5/14 US Venture, Inc. Noble Petro, Inc. Acquisition of six terminals with three terminals located in
Texas, one in Michigan, one in Iowa and the remaining one
in Wisconsin adding 1.75 million barrels of capacity
--
12/1/14 ONEOK Partners, LP Chevron Corp. Acquisition of West Texas LPG Pipeline and Mesquite
Pipeline, collectively consisting of 2,600 miles of NGL
gathering pipeline extending from southeastern New
Mexico to East Texas
$800.0

6. 6
Sector Update | January 2015
phone 972.831.1300 | web WS-iBank.com
Wilcox | Swartzwelder & Co.
Wilcox Swartzwelder & Co. is a boutique investment bank, specialized in delivering high quality
financial advice exclusively to owners of middle market companies and oil and gas properties in
the energy and industrial sector.
Advisory services include company sales, mergers and acquisitions, private placements of debt
and equity, oil and gas property acquisitions and divestitures, institutional capital raises, and
general corporate finance matters. Through its merchant funding activities, the Firm acts as
direct investor providing flexible capital to support small, entrepreneurial companies.
Principals have more than 40 years of combined investment banking experience, closing over 100
transactions with an aggregate value in excess of $3.9 billion. They have also acted as investors
with capital at risk, operators and board members in multiple companies, having navigated
through various business cycles and completed transactions in both up and down markets.
The Firm is fully licensed and registered. Securities are offered through PetroGrowth Energy
Advisors, LLC, a registered broker-dealer and member of FINRA/SIPC.
Notes:
The information and views contained in this report were prepared by Wilcox Swartzwelder & Co. LLC and should not be
construed as an offer to buy or sell or a solicitation to buy or sell any financial instruments or to participate in any trading
strategy. The information contained herein is believed to be reliable, but Wilcox Swartzwelder & Co. LLC makes no
representation as to its accuracy or completeness.
Indices: Dow Jones U.S. Select Oil Equipment and Services Index (DJSOES), Dow Jones U.S. Select Oil Exploration and Production
(DJSOEP), Industrial Select Sector SPDR (XLI), NYSE Composite Index (NYA)
Data Sources: Dealogic, Capital IQ, Stockcharts.com, Baker Hughes, RigData, Rig Zone, Energy Information Agency (EIA),
Association of Energy Service Companies (AESC), Institute of Supply Management (ISM), Wilcox Swartzwelder Proprietary Energy
and Industrial M&A Database
Copyright © 2015 Wilcox Swartzwelder & Co. LLC, all rights reserved.