THE WALL STREET JOURNAL. Tuesday, December 1, 2020 |B3
Sluggish Prices
Oil prices surged in Novem-
ber and stood around $45 per
barrel this past week, their
highest levels since spring.
Still, most U.S. shale regions
require higher prices, data
from Rystad Energy shows.uary, according to the Bureau of
Labor Statistics, as oil-field work
disappeared in the pandemic.
That sector lost almost half of
its jobs since early 2015. In ex-
traction, employment was flat in
2020 but down about 20% com-
pared with January 2015.Baker Hughes Co. At 320 active
units, that is less than half of
the 793 they had running in
early March, before lockdowns.Lost Jobs
Employment in support activ-
ities fell by one-fourth since Jan-BUSINESS NEWS
TotalmarketcapitalizationoflargestU.S.oilproducers†OthersPioneerNatural
ResourcesEOGResourcesConocoPhillipsExxonMobilChevronU.S.totalrigcount,weekly05001,0001,5002015 ’16 ’17 ’18 ’19 ’20Cumulativenetchangeinemployment
0–150–125–100–75–50–25thousand2015 ’16 ’17 ’18 ’19 ’20Oil-and-gasextractionSupportactivitiesfor
oil-and-gasoperationsCumulative bankruptcy
filingsinNorthAmerica*0501001502002015 ’16 ’17 ’18 ’19 ’20–80–60–40–200%Jan. Feb. March April May June July Aug. Sept. Oct. Nov.S&P500SPDRS&POil&Gas
Exploration&ProductionYear-to-dateperformanceSources: FactSet (performance); Baker Hughes (rig count); Haynes & Boone (bankruptcies); Labor Dept. (employment); S&P Capital IQ (market cap)*Quarterly filings in the oil patch; 4Q 2020 is as of Oct. 31 †List comprises top 25 oil and gas producers by market cap
Luis Santiago/THE WALL STREET JOURNAL$1.200.20.40.60.81.02010 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20trilliontime to iron out differences,
according to an internal let-
ter seen by The Wall Street
Journal.
News that the broader,
OPEC-plus group is struggling
to reach an agreement drove
oil prices down. In trading late
afternoon in London, Brent,
the international benchmark,
was down 1.2% at $47.6 a bar-
rel and West Texas Intermedi-
ate was 0.8% lower to $45.2 a
barrel.
OPEC’s de facto leader,
Saudi Arabia, and Russia en-
gaged in a short-lived price
war early this year, but have
worked closely together over
recent months to rein in out-
put and prop up prices, after
the coronavirus pandemic shut
down swaths of the global
economy, sapping demand.
In April, OPEC’s 13 mem-
bers and 10 Russia-led produc-
ers agreed to carry out record
production cuts of 9.7 million
barrels a day. The accord
called for producers to return
that production gradually, in
stages of two million barrels
of added crude a day, every six
months, assuming the worst of
the pandemic would fade be-
fore the end of this year.
In the summer, the group
moved ahead with the first in-
crease in output.
Saudi Arabia had long con-
sidered holding off on adding
the next two-million-barrel in-
stallment, due in January. Ear-
lier in November, as Covid-19
cases were swelling in both
the U.S. and Europe, OPEC
members also started debating
whether to push for new cuts.
Since then, though, interna-
tional oil prices have started
to recover and are now trad-
ing near $50 a barrel, up 25%
in November. Chinese and
Asian demand has recovered
strongly as Covid-19 cases
ease there and economies
start to hum again. Recent,
promising results for a num-
ber of Western vaccines have
also lifted stock markets and
crude prices.
The U.A.E. has become one
of the most vocal supporters
of adding back more produc-
tion, according to people fa-
miliar with the debate inside
OPEC.OPEC put off until later this
week a decision about whether
to extend oil output cuts, ac-
cording to officials familiar
with the move, rolling the de-
cision into Thursday when the
cartel plans to meet with Rus-
sian-led producers.
The Organization of the Pe-
troleum Exporting Countries
will meet then with Russia and
others that are part of a wider
group called OPEC-plus to
hammer out a decision on pro-
duction policy in the next
quarter.
OPEC had planned to be
able to reach consensus inside
the cartel on Monday, but held
off on endorsing a deal amid
still lingering differences be-
tween Persian Gulf producers,such as Saudi Arabia and the
United Arab Emirates, and
Russiaoverpastlackofcom-
pliance with earlier cuts, ac-
cording to people familiar
with the debate.
A key hurdle to a pact re-
mains how to deal with past
noncompliance by some coun-
tries. Saudi Arabia, the U.A.E.
and others in OPEC insist that
overproducers, including Rus-
sia, Iraq and Nigeria, cut their
output more in the first quar-
ter, to make up the difference,
delegates said.
Russia pumped 430,000
more barrels a day than
agreed in the five months
ended Sept. 30, according to
an internal OPEC assessment.
Moscow doesn’t see any need
to cut its output deeper and
would even favor a slight in-
crease, people familiar with
the discussions said.
OPEC initially deferred the
decision to Tuesday, before
delaying the follow-up meet-
ing with Russia by another
two days as it needed moreBYSUMMERSAID
ANDBENOITFAUCONDisputes Postpone
OPEC’s Decision
On Production Cuts
Some members want
others to cut more to
make up for past
overproduction.Idled Rigs
The U.S. rig count, an indica-
tor of oil-field activity, in-
creased slightly in recent
months. Energy companies have
put 76 drilling rigs back to work
since mid-August, according to
oil-field services companyWeak merger market
While many believe consoli-
dation is needed in the indus-
try, few buyers are willing to
pay a premium for oil-and-gas
companies. The premiums buy-
ers have paid for such compa-
nies fell after oil crashed in
2015 and haven’t bounced back
since. This year, they dropped
to an average of about 8%.Low Market Values
Even after the recent rally,
the collective market cap of the
25 largest U.S. oil-and-gas firms
dropped about 32% since the
end of last year, to about $574
billion, according to data from
S&P Global Market Intelligence.
That is down from $1.17 trillion
at the end of 2013, close to the
peak of the decade’s oil boom.Rising Bankruptcies
This year, 43 North Ameri-
can producers filed for bank-
ruptcy through October, in
cases involving $53.9 billion in
total debt, according to law
firm Haynes & Boone LLP.Oil prices briefly went nega-
tive.Exxon MobilCorp. was
booted from the Dow Jones In-
dustrial Average. Pioneering
fracker Chesapeake Energy
Corp. succumbed to bankruptcy.
While crude prices have
staged a rally in recent weeks,
the sector is still going
through one of the most brutal
years in its history.
Producers scrambled to
shut in wells and halve invest-
ments in the oil patch. Thou-
sands of oil workers lost their
jobs. Dozens of companies
sought chapter 11 protection,
while others sold themselves
for little more than their di-
minished market value.
Oil-and-gas companies collec-
tively lost more market value,
on a percentage basis, from the
beginning of the year than any
other major sector, including
commercial airlines and hotels.
Here is a look at the trou-
bles in the oil patch.
BYCOLLINEATON
ANDLUISSANTIAGO
As Oil Surges,
Energy Firms
Weather Slump
The delay drove crudeprices down. Pumpjacks in Russia.ANDREY RUDAKOV/BLOOMBERG NEWSFacebookInc. said it would
buyKustomer, a startup that
specializes in customer-service
platforms and chatbots, part
of an effort by the social-me-
dia giant to help companies
use its platforms for business.
Facebook announced the
deal in a posting Monday, con-
firming an earlier report by
The Wall Street Journal.
Though terms weren’t dis-
closed, people familiar with
the matter said it would value
New York-based Kustomer at a
little over $1 billion.
Closely held Kustomer,
whose technology takes con-
versations from different
channels and puts them on a
single screen, was valued at
$710 million in a private fund-
ing round roughly a year ago,
according to PitchBook.
Increasingly, customers are
communicating with compa-
nies by messaging instead of
calling. Facebook said more
than 175 million people reach
out every day to businesses
using its WhatsApp messaging
service.
Kustomer already has a re-
lationship with Facebook that
allows companies to aggregate
and respond to customer in-
quiries that come in through
Facebook Messenger. In Octo-
ber, Kustomer said it also be-
gan integrating with Face-
book’s Instagram messaging.
Facebook, which has been
in the spotlight for its han-
dling of political and other
content on its platform, has
been making a big push into
what Chief Executive Mark
Zuckerberg has called “social
commerce.”
This deal could further that
effort. In May, the company
launched Facebook Shops,
which lets businesses create
online stores through Face-
book and Instagram.
Kustomer was founded in
2015 by Brad Birnbaum and
Jeremy Suriel, two entrepre-
neurs who sold a previous
company to Salesforce.com
Inc. Kustomer’s investors in-
clude Coatue Management and
Tiger Global Management.
Facebook, which has a mar-
ket value of over $790 billion,
has a long history of deal mak-
ing, having purchased over
100 companies, according to
FactSet. Its highest-profile ac-
quisitions include paying
roughly $1 billion for Insta-
gram in 2012—far less than
what the popular photo- and
video-sharing platform is
likely worth now—and around
$19 billion for WhatsApp in
- In May, it bought Giphy,
an online platform where us-
ers can search for animated
photos known as GIFs, for
around $400 million.
JPMorgan Chase&Co.was
financial adviser to Kustomer.
BYCARALOMBARDO
ANDDANACIMILLUCA
To Acquire
Commerce
Chatbots
ThisannouncementisneitheranoffertopurchasenorasolicitationofanoffertosellShares(asdefinedbelow).TheOffer(asdefined
below)ismadesolelybytheOffertoPurchase(asdefinedbelow),datedDecember1,2020,andtherelatedLetterofTransmittal
(as defined below) together with any amendments or supplements thereto. The Offer is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or the
acceptancethereofwouldnotbeincompliancewiththesecurities,blueskyorotherlawsofsuchstateorany
administrativeorjudicialactionpursuantthereto.Purchaser(asdefinedbelow)may,initsdiscretion,
take such action as it deems necessary to make the Offer to holders of Shares in such state.NoticeofOffertoPurchaseforCash
AllOutstandingSharesofCommonStock
ofTheGoldfieldCorporation
at
$7.00NetPerShare
byFR Utility Services Merger Sub, Inc.
awhollyownedsubsidiaryofFR Utility Services, Inc.
FRUtilityServicesMergerSub,Inc.(“Purchaser”),aDelawarecorporationandawhollyownedsubsidiaryofFRUtilityServices,
Inc.(“Parent”),aDelawarecorporation,isofferingtopurchasealloftheissuedandoutstandingsharesofcommonstock,parvalue
$0.10pershare(“Shares”),ofTheGoldfieldCorporation,aDelawarecorporation(“Goldfield”),atapriceof$7.00perShare,netto
the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated December 1, 2020 (together with any amendments or supplements thereto,
the“OffertoPurchase”),andintherelatedletteroftransmittal(togetherwithanyamendmentsorsupplementsthereto,the“Letter
ofTransmittal”,andtogetherwiththeOffertoPurchase,the“Offer”).FollowingtheconsummationoftheOffer,andsubjecttothe
conditionsdescribedintheOffertoPurchase,PurchaserintendstoeffecttheMergerdescribedbelow.
THEOFFERANDWITHDRAWALRIGHTSWILLEXPIREAT11:59P.M.,NEWYORKCITYTIME,
ONDECEMBER29,2020,UNLESSTHEOFFERISEXTENDEDOREARLIERTERMINATED.
ThepurposeoftheOfferisforParent,throughPurchaser,toacquirecontrolof,andalloftheequityinterestsin,Goldfield.First
Reserve Fund XIV, L.P. (or an affiliate thereof) is the controlling stockholder of both Parent and Purchaser.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020, by and among Parent,
PurchaserandGoldfield(togetherwithanyamendmentsorsupplements thereto, the “Merger Agreement”). The Merger Agreement
providesthatafterthepurchaseofSharesintheOffer,andsubjecttothesatisfactionorwaiverofcertainconditions,Purchaserwill
assoonaspracticablemergewithandintoGoldfield(the“Merger”)undertheprovisionsofSection251(h)oftheDelawareGeneral
Corporation Law (the “DGCL”) without prior notice to, or any action by, any other stockholder of Goldfield, with Goldfield continuing
as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. As a result of the Merger, each Share issued and
outstandingimmediatelypriortotheeffectivetimeoftheMerger(otherthanSharesheldinthetreasuryofGoldfieldorownedbyany
direct or indirect wholly owned subsidiary of Goldfield and each Share owned by Parent, Purchaser or any direct or indirect wholly
owned subsidiary of Parent, or by any stockholders of Goldfield who have properly exercised their appraisal rights under Section 262
oftheDGCL)willattheeffectivetimeoftheMergerbecancelledandconvertedintotherighttoreceiveanamountofcashequalto
theOfferPrice.AsaresultoftheMerger,Shareswillceasetobepubliclytraded.WeexpecttheMergertooccurwithouta“subsequent
offeringperiod”withinthemeaningofRule14d-11undertheSecuritiesExchangeActof1934,asamended(the“ExchangeAct”).
WedonotexpecttheretobeasignificantperiodoftimebetweentheconsummationoftheOfferandtheconsummationoftheMerger.
The Merger Agreement is more fully described in Section 11—“The Merger Agreement; Other Agreements” of the Offer to Purchase.
On November 22, 2020, after careful consideration, the board of directors of Goldfield (the “Goldfield Board”) unanimously
(a)determinedanddeclaredthattheMergerAgreementandthetransactionscontemplatedthereby(the“Transactions”),
including the Offer and the Merger, are advisable, fair to and in the best interests of Goldfield and Goldfield’s stockholders,
(b)approvedtheMergerAgreementandtheexecution,deliveryandperformancebyGoldfieldoftheMergerAgreementand
theconsummationoftheTransactions,includingtheOfferandtheMerger,onthetermsandsubjecttotheconditionsset
forththerein,(c)determinedtorecommendthatthestockholdersofGoldfieldaccepttheOfferandtendertheirSharesto
PurchaserpursuanttotheOffer,and(d)agreedandauthorizedthattheMergerbegovernedbySection251(h)oftheDGCL
andconsummatedassoonaspracticablefollowingthetimePurchaser,forthefirsttime,irrevocablyacceptsforpayment
SharesvalidlytenderedandnotvalidlywithdrawnpursuanttotheOffer.
The Offer is not subject to any financing condition. The Merger Agreement provides that, among other things, the Offer is
conditioned upon (a) there being validly tendered in the Offer and not withdrawn in accordance with the terms of the Offer, a number
ofSharesthat,togetherwiththenumberofSharesthenownedbyParentandPurchaser(ifany),representatleastoneSharemore
thanone-halfofthenumberofallthenoutstandingShares(excludingSharestenderedpursuanttoguaranteeddeliveryprocedures
thathavenotbeen“received”,assuchtermisdefinedinSection251(h)oftheDGCL,bythedepositoryfortheOfferpursuanttosuch
procedures)(the“MinimumCondition”),(b)theapplicablewaitingperiodundertheHart-Scott-RodinoAntitrustImprovementsAct
of 1976, as amended, having expired or been terminated, (c) the absence of legal restraints on Purchaser’s ability to accept and pay for
SharestenderedintotheOffer,and(d)thesatisfactionorwaiverbyPurchaseroftheotherconditionstotheOffer,assetforthinthe
MergerAgreement(eachsuchcondition,an“OfferCondition”and,collectively,the“OfferConditions”).Followingtheconsummationof
theOffer,PurchaserintendstoeffecttheMergeraspromptlyaspracticable,subjecttothesatisfactionofcertainconditions.
SubjecttotheapplicablerulesandregulationsoftheU.S.SecuritiesandExchangeCommission(“SEC”)andtheterms,conditions
and stockholder protections in the Merger Agreement, Purchaser expressly reserves the right to waive, in whole or in part, any Offer
ConditionormodifythetermsoftheOffer(includingbyincreasingtheOfferPrice).
TheofferingperiodoftheOfferwillexpireat11:59P.M.,NewYorkCitytime,onDecember29,2020,unlesstheOfferisextendedorearlier
terminatedbyPurchaser(the“ExpirationDate”).SharestenderedpursuanttotheOffermaybewithdrawnbyfollowingtheproceduresset
forthinSection4—“WithdrawalRights”oftheOffertoPurchaseforwithdrawingSharesinatimelymanner,atanytimeonorpriortothe
ExpirationDate,and,ifnotpreviouslyacceptedforpaymentatanytime,afterJanuary30,2021pursuanttotheSECregulations.
The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, (i) extend the Offer for any minimum
periodrequiredbyanyapplicablerule,regulation,interpretationorpositionoftheSECorthestaffthereoforNYSEAmerican,and
(ii)if,asofanythen-scheduledExpirationDate,anyOfferConditionisnotsatisfiedandhasnotbeenwaivedbyParentorPurchaser
(totheextentpermittedthereunder),extendtheOffer(x)ononeormoreoccasionsinconsecutiveincrementsofuptofivebusiness
dayseach(orsuchlongerorshorterperiodasthepartiestheretomayagree)or(y)ifanythen-scheduledExpirationDateisfiveorless
businessdaysbeforeFebruary19,2021(the“OutsideDate”),until11:59p.m.,NewYorkCityTime,onthedaybeforetheOutsideDate
(orsuchotherdateandtimeasthepartiestheretomayagree),subjecttocertainlimitationsandconsentrightsofGoldfield.Inanycase,
PurchaserwillnotberequiredorpermittedtoextendtheOfferbeyondFebruary19,2021.
AnyextensionoftheOffer,waiver,amendmentoftheOffer,delayinacceptanceforpaymentorpaymentorterminationoftheOffer
willbefollowed,aspromptlyaspracticable,bypublicannouncementthereof,theannouncementinthecaseofanextensiontobeissued
notlaterthan9:00A.M.,NewYorkCitytime,onthenextbusinessdayafterthepreviouslyscheduledExpirationDate.
InordertotenderyourSharesintheOffer,youmust(a)followtheproceduresdescribedinSection3—“ProceduresforAccepting
theOfferandTenderingShares”oftheOffertoPurchaseor(b)ifyourSharesareheldthroughabroker,dealer,commercialbank,trust
companyorothernominee(collectively,a“Nominee”),contactsuchNomineeandrequestthattheyeffectthetransactionforyouand
tenderyourShares.ForpurposesoftheOffer,PurchaserwillbedeemedtohaveacceptedforpaymentandtherebypurchasedShares
validlytenderedandnotvalidlywithdrawnifandwhenPurchasergivesoralorwrittennoticetoAmericanStockTransfer&Trust
Company,LLC(“DepositaryandPayingAgent”)ofitsacceptanceforpaymentofthoseSharespursuanttotheOffer.PaymentforShares
acceptedforpaymentpursuanttotheOfferwillbemadebydepositoftheOfferPriceforthoseShareswithDepositaryandPaying
Agent, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting those
payments to the tendering stockholders.UndernocircumstanceswillinterestbepaidontheOfferPriceforShares,regardless
ofanyextensionoftheOfferoranydelayinpaymentforShares.
ForawithdrawalofSharestobeeffective,awrittennoticeofwithdrawalfromtheGoldfieldstockholdermustbetimelyreceivedby
DepositaryandPayingAgentatoneofitsaddressessetforthonthebackcoveroftheOffertoPurchase.Anynoticeofwithdrawalmust
specify the name of the Goldfield stockholder, the number of Shares to be withdrawn, the name of the registered holder of the Shares
tobewithdrawn(ifdifferentfromthatofthepersonwhotenderedthoseShares),aguaranteedsignature(ifapplicable),thename
and number of the account at The Depository Trust Company to be credited with the withdrawn Shares (for Shares tendered pursuant
to book-entry transfer procedures), and the certificate number(s) (if any). If a stockholder tenders Shares by giving instructions to a
Nominee,thestockholdermustinstructsuchNomineetoarrangeforthewithdrawalofthoseShares.Additionaldetailswithrespectto
withdrawalrightsaredescribedinSection4—“WithdrawalRights”oftheOffertoPurchase.
AllquestionsastovalidityofthesurrenderofanycertificatesrepresentingShares(includingquestionsastothepropercompletion
orexecutionofanyrequireddocumentation)andanynoticeofwithdrawal,willbedeterminedbyPurchaserinitssoleandabsolute
discretion which determination will be final and binding.
ThereceiptofcashaspaymentfortheSharespursuanttotheOfferortheMergerwillbeataxabletransactionforUnitedStates
federalincometaxpurposes.ForasummaryofthematerialUnitedStatesfederalincometaxconsequencesoftheOfferandtheMerger,
seetheOffertoPurchase.HoldersofSharesshouldconsulttheirowntaxadvisorsregardingtheUnitedStatesfederal
income tax consequences of the Offer and the Merger to them in light of their particular circumstances, as well as the
taxconsequencesthatmayariseunderotherUnitedStatesfederaltaxlawsandthelawsofanystate,localornon-United
Statestaxingjurisdictionandthepossibleeffectsofchangesinsuchtaxlaws.
Theinformationrequiredtobedisclosedbyparagraph(d)(1)ofRule14d-6oftheGeneralRulesandRegulationsunderthe
ExchangeActiscontainedintheOffertoPurchaseandisincorporatedhereinbyreference.
Goldfield has provided Purchaser with its list of stockholders and with security position listings for the purpose of dissemination
of the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of
ShareswhosenamesappearonGoldfield’sstockholderlistandwillbefurnishedtoNomineeswhosenames,orthenamesofwhose
nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing,
for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase, the related Letter of Transmittal and Goldfield’s Solicitation/Recommendation Statement on
Schedule 14D-9 (which contains the recommendation of the Goldfield Board and the reasons therefor) and the other
documentstowhichsuchdocumentsrefercontainimportantinformationthatshouldbereadcarefullybeforeanydecision
ismadewithrespecttotheOffer.
QuestionsandrequestsforassistanceandcopiesoftheOffertoPurchase,theLetterofTransmittalandallothertenderoffer
materialsmaybedirectedtoInnisfreeM&AIncorporated(“InformationAgent”)atitsaddressandtelephonenumberssetforthbelowand
willbefurnishedpromptlyatPurchaser’sexpense.NeitherParentnorPurchaserwillpayanyfeesorcommissionstoanyNominee(other
thantoDepositaryandPayingAgentandInformationAgent)inconnectionwiththesolicitationoftendersofSharespursuanttotheOffer.
TheInformationAgentfortheOfferis:Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholdersmaycalltollfree:(877)717-3930
Banks and Brokers may call collect: (212) 750-5833
December1,2020