The recently announced acquisition of Questar Pipeline LLC by Southwest Gas has stirred up a hornet’s nest. Southwest sees it as a milestone moment that will allow it an increased role in the energy transition, but activist investor Carl Icahn sees it as a serious blunder that would make all previous management missteps pale in comparison. As Dave Mason sang in “We Just Disagree,” a dispute over value is at the heart of the matter, one which has led to a proxy fight, a tender offer for Southwest Gas, and a lot of harsh words. In today’s RBN blog, we take a closer look at Questar’s natural gas pipelines and other assets, the roles they play in relation to the Rockies’ other pipelines, and how it all factors into Questar’s perceived value.
As we noted recently in We Just Disagree, Part 1, the planned acquisition of Questar Pipeline LLC by Southwest Gas has brought with it a lot of conflict. The story began with Dominion Energy’s decision to sell a broad set of its gas transmission and storage assets to Warren Buffett’s Berkshire Hathaway Energy for $9.7 billion in July 2020, but it turned more complicated when Dominion and Berkshire decided to terminate the Questar part of the sale in July 2021 over lingering concerns it would be held up by the Federal Trade Commission.
That put Questar back on the market, and Southwest Gas quickly moved in, announcing a deal for Questar on October 5. The price tag — $1.975 billion, which included the assumption of $430 million in debt — brought with it a lot of attention, and questions. For starters, it’s significantly more than the $1.3 billion that Berkshire had committed to pay for the same assets a year earlier. But the price tag did more than just raise a few skeptics’ eyebrows — it got Icahn involved as well. On October 4, as reports of the planned Southwest Gas-Dominion deal for Questar came to light, Icahn revealed that he held a 4.9% stake in Southwest and would fight to block the transaction. The price tag was one of the primary objections he raised in a letter to investors.
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About the song
“We Just Disagree” was written by Jim Krueger and appears as the second song on Dave Mason’s seventh studio album, Let It Flow. Released as a single in August 1977, the song went to #12 on the Billboard Hot 100 Singles chart. The tune featured its author and Dave Mason band member Jim Krueger on 12-string guitar and high harmonies. “We Just Disagree” was covered by country music singer Billy Dean in 1993. His version went to #9 on the Billboard Hot Country Songs Singles chart. Personnel on the Dave Mason record were: Dave Mason (lead vocals, guitar), Jim Krueger (12-string guitar, backing vocals), Gerald Johnson (bass), Mike Finnigan (keyboards, backing vocals), Rick Jaeger (drums), Bobbye Hall (percussion), Ernie Watts (sax), and Karen Patterson, Verna Richardson, Stephen Stills (backing vocals).
Let It Flow was released in April 1977 and went to #37 on the Billboard Top 200 Albums chart. Produced by Dave Mason and Ron Nevison, the album would become Mason’s biggest seller while on Columbia Records. Three singles were released from the LP.
Dave Mason is an English singer, songwriter, and musician. He was a founding member of the rock band Traffic, with whom he was inducted into the Rock and Roll Hall of Fame in 2004. Mason has played on records by Jimi Hendrix, Eric Clapton, The Rolling Stones, Delaney & Bonnie, and David Crosby. As a member of Traffic, he appeared on three studio albums. As a solo artist, he has released 15 studio albums, seven live albums, 12 compilation albums, and 13 singles. He continues to record and perform.