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February 23, 2015 Volume 2, Issue 2
© 2015 Stone Pier Capital Advisors, LP
Stone Pier Capital Energy News & Opinion
From Pittsburgh - the Energy Capital of the East
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Inside Highlights:
The New Big Player—
Southwestern……..2
Coal Corner: Murray
Energy—Part 1 3
Chevron /NFL Alumni
Charity Golf………6
Stone Pier Capital
New Service…….. 7
Future Issues ……7
Editorial Preface:
Let’s be clear about a few
things—as an Independent
since my initial voter
registration decades ago in
Missouri:
 I like Tom Wolf. Full
disclosure, I was on his
Transition Team for the
Dept. of Environmental
Protection—it was a
good experience.
 I like that he is not a
politician by training or
experience, the
gubernatorial race
being his first.
 I like that he spent his
adult life running a
substantial, successful
business, selling it, and
then buying it back and
running it again; I
expect business savvy
and fiscal responsibility
along with a liberal
social philosophy.
 I like that a 35-year
friend in the political
world was one of Wolf’s
earliest advisors, more
for his character than
for particular positions.
 I respect the fact that
he did not spend his
campaign period
soliciting contributions,
or even accepting
contact from, various
industries, including the
oil and gas industry—in
EDITORIAL/COVER STORY: What to Make of Gov. Tom Wolf’s Pennsylvania
Severance Tax Proposal? By Charlie Schliebs
[Next month: Gov. Kasich’s Ohio Severance Tax Proposal]
order to demonstrate
his independence
from big money
interests. I get that.
 And finally, even
when I do not agree
with Governor Wolf, I
expect to and
generally can
understand his
perspective and his
strategy.
At a Complete Loss
All that being said, and
with all due respect, I am
at a complete loss as to
what the Wolf
Administration’s thinking
is with respect to the issue
of a severance tax. Let’s
review the history from my
perspective:
 During the Democratic
primary campaign,
once Rob McCord got
desperate, besides
the political extortion
attempts to which he
recently plead guilty,
he proposed a 10%
severance tax that
shocked the industry
and most everyone
else.
 Shortly thereafter,
Tom Wolf proposed a
5% severance tax,
appearing if anything
to be reasonable and
balanced compared to
McCord.
 Throughout the
primary and the
general election
campaign against
Tom Corbett, Wolf
understandably stuck
to his 5% proposal.
Until August 2014, he
turned down all
opportunities to meet
with oil & gas
representatives to
hear their thinking.
 In August 2014, I was
privileged to arrange
and moderate a
discussion among
Tom Wolf and PA
Marcellus E&P CEOs
and their government
relations heads.
Various E&P
companies, the
Marcellus Shale
Coalition and the
American Petroleum
Institute all had the
opportunity to present
their views on a
severance tax and
overall PA taxation.
 Among the many facts
presented were (1) in
parts of northeast
Pennsylvania the
actual price then
being received for
natural gas was as
low as $1.00/Mcf (it
has been even lower
since—see January
issue), and (2), when
the industry-supported
Impact Fee was
introduced, the
number of rigs in PA
(continued, page 4)
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 +
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.
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)
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)
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.
February 23, 2015 Volume 2, Issue 2
Page 7 of 7 A New Service At Stone Pier…
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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
scheduled meetings, we
are available by phone
and otherwise as
warranted. At the
companies' preference,
we avoid hourly billing
arrangements and work
on a monthly or quarterly
retainer basis,
as clients tell us that this
encourages questions and
interaction without client
concern about billing for
each 15 minute increment.
Our Traditional
Services:
 Assisting companies
and their owners in
preparing for the sale
of, finding a buyer for,
and selling all or a
portion of their private
company or
subsidiary holdings
(“sell-side” work).
 Assisting growth-
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.

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Newsletter: Stone Pier Capital Energy News & Opinion

  • 1. February 23, 2015 Volume 2, Issue 2 © 2015 Stone Pier Capital Advisors, LP Stone Pier Capital Energy News & Opinion From Pittsburgh - the Energy Capital of the East Thanks for your Interest! Our distribution list continues to grow past 1,000, on its way to 2,000! Also, please continue to send to us email addresses of anyone to be added to or deleted from distribution. And of course, as always, email or call with any suggestions regarding content or approach you would like to see. Inside Highlights: The New Big Player— Southwestern……..2 Coal Corner: Murray Energy—Part 1 3 Chevron /NFL Alumni Charity Golf………6 Stone Pier Capital New Service…….. 7 Future Issues ……7 Editorial Preface: Let’s be clear about a few things—as an Independent since my initial voter registration decades ago in Missouri:  I like Tom Wolf. Full disclosure, I was on his Transition Team for the Dept. of Environmental Protection—it was a good experience.  I like that he is not a politician by training or experience, the gubernatorial race being his first.  I like that he spent his adult life running a substantial, successful business, selling it, and then buying it back and running it again; I expect business savvy and fiscal responsibility along with a liberal social philosophy.  I like that a 35-year friend in the political world was one of Wolf’s earliest advisors, more for his character than for particular positions.  I respect the fact that he did not spend his campaign period soliciting contributions, or even accepting contact from, various industries, including the oil and gas industry—in EDITORIAL/COVER STORY: What to Make of Gov. Tom Wolf’s Pennsylvania Severance Tax Proposal? By Charlie Schliebs [Next month: Gov. Kasich’s Ohio Severance Tax Proposal] order to demonstrate his independence from big money interests. I get that.  And finally, even when I do not agree with Governor Wolf, I expect to and generally can understand his perspective and his strategy. At a Complete Loss All that being said, and with all due respect, I am at a complete loss as to what the Wolf Administration’s thinking is with respect to the issue of a severance tax. Let’s review the history from my perspective:  During the Democratic primary campaign, once Rob McCord got desperate, besides the political extortion attempts to which he recently plead guilty, he proposed a 10% severance tax that shocked the industry and most everyone else.  Shortly thereafter, Tom Wolf proposed a 5% severance tax, appearing if anything to be reasonable and balanced compared to McCord.  Throughout the primary and the general election campaign against Tom Corbett, Wolf understandably stuck to his 5% proposal. Until August 2014, he turned down all opportunities to meet with oil & gas representatives to hear their thinking.  In August 2014, I was privileged to arrange and moderate a discussion among Tom Wolf and PA Marcellus E&P CEOs and their government relations heads. Various E&P companies, the Marcellus Shale Coalition and the American Petroleum Institute all had the opportunity to present their views on a severance tax and overall PA taxation.  Among the many facts presented were (1) in parts of northeast Pennsylvania the actual price then being received for natural gas was as low as $1.00/Mcf (it has been even lower since—see January issue), and (2), when the industry-supported Impact Fee was introduced, the number of rigs in PA (continued, page 4)
  • 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 scheduled meetings, we are available by phone and otherwise as warranted. At the companies' preference, we avoid hourly billing arrangements and work on a monthly or quarterly retainer basis, as clients tell us that this encourages questions and interaction without client concern about billing for each 15 minute increment. Our Traditional Services:  Assisting companies and their owners in preparing for the sale of, finding a buyer for, and selling all or a portion of their private company or subsidiary holdings (“sell-side” work).  Assisting growth- 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.