A periodic newsletter published by Stone Pier Capital Advisors, a Pittsburgh, PA mergers & acquisitions advisory firm targeting the energy market. In this issue, the managing director of Stone Pier, Charlie Schliebs takes a close look at PA Gov. Tom Wolf's severance tax. Schliebs is a Wolf fan, usually. But he's mystified by Wolf's insistence in a high tax during a downturn in the industry.
2. February 23, 2015 Volume 2, Issue 2
Stone Pier Capital Energy News & Opinion Page 2 of 7
“With SWN’s northeast
assets spread from NE
PA to southern WV,
perhaps Southwestern
will join fellow Houston-
based company Cabot in
establishing a regional
HQ in Pittsburgh.”
With the steady stream of
announcements detailing
cutbacks, layoffs, capital
expenditure reductions,
etc. by nearly all of the 66
horizontal drilling E&P
companies in the
Marcellus/Utica region, a
bright spot has been the
vastly increased presence
of Houston, TX-based
Southwestern Energy
(NYSE: SWN), the 4
th
largest natural gas
producer in the continental
US. While SWN has been
in the Marcellus for about
5 and ½ years, it has had
a low profile in the tri-state
area as its footprint has
been largely limited to NE
Pennsylvania in and near
Bradford and
Susquehanna Counties.
Recent Transactions:
More active than any
other E&P company in
recent months,
Southwestern has:
Acquired a portion of
Oslo-based Statoil’s
non-operated working
interests in leases in
WV and SW PA for
$365 million.
Acquired operating
assets and leases to
about 46,700 net
acres in NE PA from
WPX Energy (which is
in the process of
exiting the Marcellus),
along with firm
transportation
capacity on the
Millennium pipeline,
for $300 million.
In the really large
category of deals,
Company Focus: Southwestern Energy Company
acquired from
Chesapeake Energy
operating assets and
leases to 413,000
acres in WV (with a
small amount in SW
PA) for $5 billion,
along with firm
pipeline transportation
and processing
capacity.
With these transactions,
SWN now controls nearly
800,000 net acres in the
Marcellus/Utica region,
from Susquehanna and
other nearby counties in
northeast PA to the entire
north to south extent of
West Virginia, vaulting it
into the top ranks of E&P
companies in the area.
SWN has expanded from
the dry gas window in
northeast Pennsylvania to
a broader, liquids-rich
profile with stacked play
development opportunities
across the Marcellus,
Utica and Upper Devonian
shales.
Locating a Regional HQ
With almost half of its
proved reserves now in
Appalachia, we would
expect to see SWN
establish a regional
headquarters of some
significance (up to 100
employees, depending on
how much they try to do
from their magnificent new
1,000,000+ sq.ft.
corporate campus in
Houston’s Springwoods
Village). With the location
of its acreage, it actually
makes even more sense
for SWN to have a
Pittsburgh area regional
HQ than it did for Cabot to
put its regional HQ in
Pittsburgh. (Cabot’s
Appalachian assets are
exclusively in
Susquehanna County, a
six hour drive from
Pittsburgh.) With most of
SWN’s recently acquired
assets being located in
WV counties bordering
Pennsylvania [(1) the
virtually next-door
northern panhandle
counties of Hancock,
Brooke, Ohio and
Marshall and (2) the
counties of Wetzel,
Monongalia and Preston
along the Mason-Dixon
line], the logic of locating
in the Pittsburgh area is
even more clear. And of
course, it is not just
proximity that is important,
but the resources
available to the shale gas
industry in Pittsburgh.
Otherwise, Cabot’s
regional HQ would be in
Scranton.
SWN’s Optimism
It is good to see the
optimism of SWN’s CEO,
Steve Mueller. Mueller
expects natural gas prices
to rebound because of
ever-increasing demand,
demonstrated graphically
in SWN’s most recent
investor presentation
[available on its website].
Welcome to Southwestern
Energy! We think that
SWN will find the local
hospitality to be as
genuine as that in Texas,
and we look forward to
their involvement in the
regional community.
Now a Major Player in the Marcellus/Utica Region!
SWN’s Strategy:
Right People doing the
Right Things (R
2
), wisely
investing cash flow from the
underlying Assets, creates
Value +
3. February 23, 2015 Volume 2, Issue 2
Page 3 of 7
Regardless of how you
feel about coal, one of the
more interesting stories in
the history of the coal
industry is Murray Energy
Corporation, its rise to
success as the nation’s
largest privately-held coal
company, and its colorful,
outspoken and apparently
brilliant founder and CEO,
Robert (Bob) Murray.
It seems like the entire US
coal industry has been
economically decimated
and is either near
bankruptcy, has come out
of bankruptcy, is in
restructuring, and/or is
suffering from all-time low
stock prices. From the
nation’s largest coal
company, Peabody
Energy, to the smallest,
family-owned one-mine
operations, no one seems
to be exempt—except
perhaps Murray Energy.
While an industry leader
like Alpha Natural
Resources idled 64 mines
over the last three years,
Murray is actually
expanding and buying
mines, most notably its
2014 blockbuster
acquisition of five mines
from CONSOL Energy for
$3.5 billion. How does he
do it? Let’s take a look at
the environment Bob
Murray finds himself in, as
he has not only bucked
the trend but leapt right
over it.
The State of Coal:
Consider this: In 2014,
over 100 coal-fired power
plants in the US either
closed or announced
plans to close, with each
closure putting a mine into
the difficult situation of
likely not having a ready
Coal Corner: Murray Energy Corp. – Part 1
buyer for its coal. Future
Federal regulations on the
horizon for August or
September 2015 will shut
down even more.
Whatever you think about
climate change, and the
coal industry’s contribution
to it, makes little
difference as I doubt that
you would like to see the
US electrical grid revert to
rolling brownouts. Utility
experts agree that
America’s electricity grid
was “this close” to not
handling last winter’s
demands. Most of the
Marcellus/Utica
geographic region is
served by the PJM
Interconnection, which
reported that during last
winter’s Polar Vortex it
was within 2,000
megawatts of calling
rolling blackouts across its
service area. The nation’s
largest utility, Columbus,
OH-based American
Electric Power, had to call
upon 89% of its coal-fired
generation scheduled to
be retired in 2015 in order
to meet last year’s
demand. Think about
what that could mean,
realizing that the nation
generally doesn’t build
new generation capacity
as fast as coal fleet
retirement is implemented.
How Does Murray Energy
Maneuver Through This
Business Nightmare—
Not Just Continuing But
Also Thriving?
Like most successful
businesses in down
industries, there is
probably a hefty portion of
astute, cost effective and
even creative
management, mixed in with
dogged determination and
a little good fortune (like
having many of its mines
perfectly located). It is
hard to analyze Murray
Energy, as it is a private
company with debt
securities sold via SEC
Rule 144A. This means its
investor lenders get plenty
of information, but for
others there is only what
can be gleaned from
news stories, press
releases, lawsuits and a
typically incomplete D&B
report.
One thing that is easy to
analyze is Bob Murray’s
intense passion for the coal
industry, its people and its
importance to the nation’s
energy grid, providing
critical base load as well as
reliable and cheap energy.
Over the course of
Murray’s career in coal, he
has seen the nation reduce
emissions from coal-fired
power plants by 90% to the
lowest levels in the world.
Yet, as he sees the EPA
attempt to wring an
additional 1% out of global
CO2 emissions by
imposing standards outside
of what can currently be
accomplished, he cannot
understand how any
rational person or the EPA
can be willing to close coal-fired
plants while not adequately
replacing their capacity, risking
grid reliability and engendering
billions of dollars in losses to
both energy consumers (higher
prices) and coal industry families
(loss of above average US jobs).
Murray is not afraid to tell
anyone, in no uncertain (and
often colorful) terms that this
scenario makes no sense
whatsoever for the tri-state
region or the nation. Frankly, we
agree.
The Latest Confirmation to
Bob Murray that the Nation is
Abandoning Coal—and Clean
Coal Technology!
Bob Murray preaches that
President Obama has
abandoned the coal industry and
is intentionally pushing it out of
business. Whether you believe
that or not, Bob’s job seems to
only get tougher, not easier, as
in recent days the Obama
Administration announced that
the US would discontinue
support for the FutureGen 2.0
project. This Illinois-based
project has been developing a
state-of-the-art coal-fired power
plant using carbon capture and
storage technologies. With coal
use internationally going up,
rather than down, it would seem
that the US should take a
leadership role in making sure
that power generation
technologies provide the
cleanest possible environmental
footprint while assuring reliable,
reasonably priced energy for the
developing world where pollution
is such a dramatic problem.
Bob Murray has a tough position
in a tough sport, and next issue
will examine the man, Bob
Murray, more closely.
4. February 23, 2015 Volume 2, Issue 2
Stone Pier Capital Energy News & Opinion Page 4 of 7
dropped sharply and
then continued
trending down, all as
OH rig numbers
trended up.
The 5% proposal was
part of Wolf’s
campaign promise to
his support base,
especially because he
promised that
proceeds would
largely support
education. Even after
learning key facts that
the Wolf team had not
(in my opinion)
realized or focused
on, Wolf could not
stray from the 5%
during the campaign. I
get that—part of the
election strategy was
that Corbett was tied
to the oil and gas
industry and that Wolf
would change the way
business was done in
Harrisburg.
Questions
As nearly everyone
predicted, Tom Wolf won
the election handily, but
without the “mandate” one
might have expected.
Many voters cast their
votes against Corbett,
rather than for Wolf, and
then continued and even
increased GOP majorities
in both the PA House and
Senate. Before and after
the election, many in the
shale gas industry
(including me), privately or
publicly, weighed in as
best they could with the
new Administration with a
number of questions
including:
Editorial/Cover Story: Gov. Tom Wolf’s Severance Tax Proposal
(continued)
From an ABC News 27
(WHTM-TV, Harrisburg)
report on Governor Wolf’s
school visit and press
conference of February 11,
2015:
Wolf also not-so-gently
reminded complaining
drillers that the business
climate could always be
worse. “The alternative
is not really no tax,”
Wolf said in a very
direct tone. “The
alternative is no
drilling, a ban as in the
case of New York.”
With natural gas
prices at dramatic
lows (both benchmark
and the even lower
PA dynamic regional
prices), and nearly all
companies forced to
retrench, announce
layoffs and/or
implement significant
capital expenditure
reductions, why
choose this moment
to further burden the
industry with
additional costs and
reduce employment
(highly paid jobs
averaging $83,000
per year)?
Historically, around
the country, proposals
to increase severance
taxes have generally
occurred when oil/gas
prices are high, not
low, and there was
more flexibility in oil
and gas company
investment decisions.
As I told then
Candidate Wolf
myself, when natural
gas was $12 to
$14/Mcf in mid-2008,
the oil and gas
companies were not
complaining at the
thought of any
severance tax. It was
in 2008, while
Secretary of Revenue,
that Wolf had his first
discussions with
anyone about a 5%
severance tax.
Unlike severance
taxes, the current
Impact Fee (roughly
equivalent to a 3%
severance tax) is
minimally affected by
the ups and downs of
oil and gas pricing. Why
would any Governor
want to tie funding of a
critically important
function of the state—
education of its
children—to a tax where
revenues could drop
dramatically from one
year to the next, thereby
putting the state’s
education budget in a
crunch at unpredictable
times?
Before pushing a
severance tax in
horrendous market
circumstances for the
shale gas industry (right
now—negative internal
rates of return), why
wouldn’t Pennsylvania
first take some money off
the table by becoming
the last non-Mormon
majority state to exit the
retail liquor business,
keeping state taxes on
liquor, but profiting
greatly from the sale of
the Liquor Control Board
stores? I could not
believe this system
existed when I first
moved to PA to
matriculate at Penn at
the age of 17, and I
cannot believe it now.
Why wouldn’t Governor
Wolf take away one of
the biggest arguments
against using a
severance tax for
education by first
pushing pension reform
for both teachers and
state employees,
providing defined
contribution plans for
new plan entrants, just
like virtually everyone
else starting work under
a new pension plan?
(continued, page 5)
5. February 23, 2015 Volume 2, Issue 2
Page 5 of 7
The New
Administration’s
Severance Tax Proposal
On February 11, 2015,
Governor Wolf rolled out a
more defined severance
tax proposal: 5% plus the
surprise of an additional
4.7 cents/Mcf, ostensibly
to mirror WV’s severance
tax (why he determined
mirroring WV was a good
idea is puzzling—other
than the progressive WV
Promise program, WV is
not known for leadership
in smart legislation) .
But there was an
additional surprise, of
critical importance to local
government around the
Commonwealth: Gov.
Wolf said his proposal
would NOT guarantee that
local governments would
continue receiving the
same level of funding
under the Impact Fee. The
monies that have flowed
to local governments
under the Impact Fee
have been vital to those
communities, not only to
minimize the impact the
gas industry has on local
infrastructure and
services, but also to cover
other needs that were not
being met in rural
economies that were
sluggish at best before the
advent of shale gas.
Without this source of
funding at the local level,
and with the Supreme
Court overturning
elements of Act 13 such
that local governments
can regulate drilling to
some degree, the gas
industry knows that it
would be much more
difficult, time consuming
and expensive to expand
drilling programs without
Editorial/Cover Story: Gov. Wolf’s Severance Tax Proposal (continued from page 4)
the current level of Impact
Fees being directed locally.
Finally, without citing any
support and during a period
where companies are
already announcing huge
reductions that will later
show up in production,
Governor Wolf estimated
that the tax would bring in
$1 billion per year, the
unspecified bulk of which
would go to education.
The Governor’s proposals
have been met with a great
deal of skepticism by the
Republican-controlled
legislature, and many of the
more thoughtful Democrats,
tempered only by the fact
that legislators know that
there does need to be an
answer, or set of answers,
to the Commonwealth’s
projected budget deficits.
Rational Solutions?
Ever since former state
Treasurer McCord shined a
light on the severance tax,
anyone paying attention has
been met with a range of
arguments, from “The
companies will pack up and
leave,” to “There is nothing
they can do; this is where
the gas is.” Both extremes,
of course, are absurd. The
answers lie in between and
are complex because each
company is situated
differently in terms of their
cost structure, including
their cost of capital, the
other opportunities within
their company competing for
capital, the quality of their
PA leased assets vs. their
assets in other shale plays,
their assets already “held by
production,” their
contractual commitments to
everyone from partners to
pipelines, and on and on.
Some companies have
already left the region without
the threat of an additional tax,
and more may, but most will
simply factor in the additional
tax and make business
decisions to reduce
accordingly. There won’t be
much emotion about it except
for those people losing their
jobs (further layoffs on top of
those already announced) at
both E&P companies and
across the shale gas supply
chain.
Particularly offensive have
been the constant statements
that PA is the only significant
gas producing state without a
severance tax (ignoring the
equivalence factor of the
Impact Fee that should have
been called a severance tax,
and PA’s high tax environment
that applies to all industries
and consistently keeps the
state near the bottom of the
list for companies thinking
about expanding).
Accordingly, the industry has
been skewered for “not paying
its fair share,” despite the
billions in taxes being
generated including of course
those paid by the highly-paid,
hard-working people making
the industry possible. Our
state is not attracting other
industries like many are, so
are we supposed to put the
squeeze on what we have?!!!
An Earlier Proposal
When Dan Onorato ran for
governor against Corbett, Dan
and I sat down and discussed
his plan for a severance tax
(this was of course pre-Impact
Fee). As a balanced
Democrat who had shown
how to successfully run
Allegheny County, Dan
approached the issue in a
businesslike manner:
(paraphrasing) “How can we
best establish an extraction
tax that can be used to
intelligently supplement the
state’s revenue by (1)
providing for needs we would
otherwise have to delay (like
infrastructure), (2) setting
aside funds for times when
revenue is down [n.b., like
North Dakota has done], and
(3) encouraging additional use
of gas in PA (transportation,
distributed power generation,
manufacturers needing lots of
power or using gas as a
feedstock, etc.)—all while
setting a tax level that will not
discourage materially the
industry’s investments in our
state?
Onorato and I talked about
percentages, including WV’s
tax, and agreed that not
enough was known to knee-
jerk select a percentage. Dan
noted that overall tax and cost
comparisons—not just what
other states’ severance taxes
were--are key in the analysis.
We discussed the possibility
of who could fund and
commission an objective
study by the RAND
Corporation that would hone
in on those issues. We also
discussed working with
industry and tax experts to
design a tax structure that
might increase tax levels
when times were good for the
industry, but give the industry
flexibility to continue drilling
when times were not as good.
[Many severance taxes have
a variety of adjustments.]
As we now know, most (not
all) players in the industry
chose to back Corbett over
Onorato, but it may not be too
late to rationally approach the
crafting of a solution for
managing the incredibly
fortunate situation in which we
find ourselves in terms of
shale gas.
(concluded on p. 6)
6. February 23, 2015 Volume 2, Issue 2
Stone Pier Capital Energy News & Opinion Page 6 of 7
Chevron/NFL Alumni “Caring for Kids” Golf Classic
SAVE THE DATE! - July 20, 2015 (Draw Party: Evening of July 19)
The 2015 tournament promises to be the best NLF Alumni golf tournament ever, with the most star-studded contingent of
NFL celebrity greats, each teamed with just three participants, with winners off to the 36
th
Annual Super Bowl of Golf! The
event begins the evening of July 19 with a draw party/dinner where everyone meets, the NFL Alumnus with whom each
team will be partnered is selected, and participants get their white Chevron/NFL Alumni footballs autographed by all the
players as they move through the room. On Monday the 20
th
the foursomes play the gorgeous Allegheny Country Club
course in Sewickley Heights, PA, and conclude with a gala celebratory dinner and amazing prizes that you cannot miss!
This is an unrivaled opportunity to meet, dine and play golf with not only NFL legends and the leadership of
Chevron Appalachia but also the local leadership of companies that attended last year like Schlumberger, Nabors,
Cameron and many other supply chain companies in the Marcellus and Utica Shale Plays – all to support an
important children’s charity in our region (2015 recipient – YouthPlaces)! An unbeatable combination! Call
Tournament Committee member Charlie Schliebs at 412-656-7600 for more info.
Editorial/Cover Story:
Gov. Wolf’s Severance
Tax Proposal (continued
from page 5)
What Next?
To my knowledge, since
the August meeting with
the shale gas industry,
there has been no
meaningful contact
between the industry and
Governor Wolf (except for
discussions regarding
proposed crackers). I
think that is reflected in
the Governor’s proposal.
Various people have
advised the Wolf
Administration that there
are industry leaders who
are far more flexible than
simply saying “No
severance tax, period.” A
window was open to move
things to a point whereby
a rational tax policy as to
shale gas could be
developed, demonstrating to
the world that PA is a great
place to do business. Until
February 11 I assumed that
window would still be open,
but then I was profoundly
disappointed with a
statement from Governor
Wolf when he announced
his tax proposal. ABC
Harrisburg affiliate, WHTM-
TV, reported as follows:
“Wolf also not-so-gently
reminded complaining
drillers that the business
climate could always be
worse. ‘The alternative is
not really no tax,’ Wolf said
in a very direct tone. ‘The
alternative is no drilling, a
ban as in the case of New
York.’”
According to another report,
Wolf added that the state
was not a “partner” with the
natural gas industry until
his new tax was in place.
Talk of a ban, and not
being a partner, is not
consistent with his oft-cited
support for a vibrant
industry. He later said that
he was not threatening a
ban or moratorium, but at
best he is sending
confusing signals, and I
know it is making those
who consider investing in
this state nervous.
Respectfully, Gov. Wolf
should start by making it
clear that the Impact Fee
will stay in place, making it
a credit against any
severance tax. He would
quickly take one huge
issue off the table. Then,
he should make it clear that
shale gas is not expected
to fund the black hole that
is the nation’s second most
expensive legislature to
operate. (When I first
went to the State Capitol
Complex, I thought I was
in the governmental
center of a major
nation.) He can do that
by privatizing the LCB
and driving pension
reform. Next, he should
engage a select group of
industry leaders and tax
experts, working with the
studies that have
already been done and
supplementing them as
needed, to create a
severance tax that
works to grow
Pennsylvania short,
medium and long term.
Tom Wolf is a seasoned
businessman—he
knows how to do this,
and if he needs to shed
anyone getting in the
way, so be it.
7. February 23, 2015 Volume 2, Issue 2
Page 7 of 7 A New Service At Stone Pier…
Stone Pier Capital
Advisors is an
independent investment
bank providing highly-
focused Merger &
Acquisition (M&A)
advisory, financial and
strategic expertise to its
clients through a variety of
services.
New Stone Pier Service
Stone Pier’s newest
professional offering is
Recurring Strategic
Advisory Services. As
M&A Advisors, we are
focused on helping people
sell or buy companies,
and on occasion, advising
on debt or other capital
raises. However, for most
companies these events
occur relatively
infrequently. Often,
companies and their
owners are not ready for a
transaction. And,
especially in cases where
the company would like
the benefits of a profitable
exit, the timing and form of
a potential transaction is
not clear.
In situations like these,
and in some cases of
companies experiencing
difficulties, we have been
invited to serve a
company on a periodic,
recurring basis for a flat
fee per month or quarter.
We meet with the
company’s owners (and
others as appropriate from
the senior management
team) helping them to not
only determine but also
implement the steps to
increase and create value.
We objectively help
owners set milestones
and timelines, and drive
the development of
immediate and near term
Stone Pier Capital
Advisors, LP
One Oxford Centre
43
rd
Floor, 301 Grant Street
Pittsburgh, PA 15219
PHONE:
(412) 577-4004
FAX:
(412) 255-4701
E-MAIL:
charlie.schliebs@stonepiercapital.com
dale.killmeyer@stonepiercapital.com
DIRECT:
Charlie Schliebs—(412) 656-7600
Dale Killmeyer—(412) 680-0004
On the Web, LinkedIn
and Facebook!
www.stonepiercapital.com
steps to achieve the
desired goals.
In addition to regularly
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preparing for the sale
of, finding a buyer for,
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(“sell-side” work).
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oriented companies in
the search for
acquisition targets,
and the structuring
and negotiation of
acquisitions of
companies. (“buy-
side” work).
Assisting private
equity funds in finding
a buyer for a specific
portfolio company and
providing related
services tailored to
the fund’s internal skill
base and personnel
availability.
Assisting family
offices with the
evaluation of their
privately-held assets
and potential strategic
or financial actions,
Future Issues:
Pittsburgh Energy
Innovation Center
Institute
Why You Need to
Know the CSSD
Shale Gas Impact-
Part 3: Revitalizing
Manufacturing
Company Focus:
Noble Energy, Inc.
…and much more.
including disposition,
expansion, redemptions,
restructuring and
refinancing.
Other projects involve
our bringing to bear a
wide variety of strategic
and financial consulting
capabilities to
companies and their
owners, and cover a
broad range of
assignments, from Joint
Ventures to Stock
Redemptions.
While our clients engage in
a variety of industries,
including healthcare/life
sciences, general
manufacturing, construction
and technology, the largest
percentage of our work is in
energy, especially products
and services for the shale
gas industry, as well as
renewables, nuclear and
coal.
We operate with
exceptional discretion and
professionalism, and are
always pleased to have a
no-obligation meeting with
you or any party to whom
you refer us. Our principals,
Dale Killmeyer and Charlie
Schliebs, are pleased to
receive your confidential
inquiries.