eastunder
9年前
Enterprise and Williams Clash After Takeover Talks Collapse
http://www.bloomberg.com/news/articles/2016-09-08/enterprise-says-it-has-withdrawn-interest-in-williams-merger?cmpid=yhoo.headline
by Lynn Doan
September 8, 2016 — 2:21 PM MDT
Updated on September 9, 2016 — 8:01 AM MDT
Enterprise says Williams showed a “lack of engagement”
Williams says Enterprise didn’t give board chance to review
Williams Cos. just lost another suitor.
Two months after Energy Transfer Equity LP walked away from a $33 billion deal to take over its pipeline rival, another possible buyer, Enterprise Products Partners LP, said it’s no longer interested in Williams either. On Thursday, Enterprise said it dropped its pursuit after Williams showed a “lack of engagement.” Williams responded by saying the companies had held a series of discussions and that its board was reviewing Enterprise’s latest proposal when the company pulled out.
The clash is only the latest for Williams, which is facing a proxy fight with one of its largest investors over the failed Energy Transfer takeover. The company appointed three new directors on Aug. 29, seeking to head off shareholder support for a new slate of members proposed by activist investor Keith Meister at Corvex Management LP. He was one of six directors who resigned in July after failing to oust Chief Executive Officer Alan Armstrong following the Energy Transfer deal unraveling.
Surprised, Disappointed
Williams said it was “surprised” by Enterprise’s announcement and that its board remains “open to considering any potential strategic alternative.” Enterprise Chief Executive Officer Jim Teague said in his own statement that the company was “disappointed” and would continue to pursue opportunities for growth.
Enterprise’s last offer for Williams was at a premium of less than 10 percent, CNBC’s David Faber said on Friday, citing people familiar with the matter. Enterprise is a better partner for Williams than Energy Transfer and the three new Williams directors should engage with shareholders, Faber said Meister told him.
The announcement was made after the close of regular trading in U.S. markets. Williams fell 2.3 percent to $30.42 as of 9:40 a.m. in New York on Friday. Enterprise was down 0.5 percent at $27.11.
“It’s business as usual for Williams," said Mark Hanson, an analyst with Morningstar Inc. “I do think that consolidation will continue to be a trend for midstream companies.”
Enterprise’s announcement came just two days after Enbridge Inc. said it would buy pipeline operator Spectra Energy Corp. in a $28 billion all-stock deal, increasing the pressure on other pipeline giants including Enterprise and Kinder Morgan Inc. to pursue similar acquisitions. Deals in the pipeline space have picked up in the past two years as companies hunt for bargains following a collapse in oil prices.
Enbridge’s takeover of Houston-based Spectra may mark the beginning of a “supermajor” era for the pipeline industry, according to Rebecca Followill, head of research at U.S. Capital Advisors. She said the pact may “light a fire in the bellies” of larger pipeline players, setting off a wave of consolidation that could accelerate through the end of 2016.
Earlier this year, TransCanada Corp. agreed to buy Columbia Pipeline Group Inc. for $10.2 billion.
eastunder
9年前
8-24-16
Williams Confirms Receipt of Corvex Director Nominations
http://finance.yahoo.com/news/williams-confirms-receipt-corvex-director-150900950.html
TULSA, Okla.--(BUSINESS WIRE)--
The Williams Companies, Inc. (WMB) (“Williams” or the “Company”) today confirmed that Corvex Management LP (“Corvex”) has nominated ten Corvex employees, including Keith Meister, to stand for election to the Company’s Board of Directors (the “Board”) at the 2016 Annual Meeting of Stockholders to be held on Wednesday, November 23, 2016.
The Company issued the following statement:
Williams is disappointed that Corvex has launched a distracting and costly proxy contest while Williams is successfully executing its strategic plan and moving forward with its intent to name three new, highly qualified and independent directors as part of its ongoing commitment to maintaining a world-class board of directors.
The Williams Board intends to carefully review Corvex’s nomination notice. No stockholder action is required at this time. Without taking a position on the Corvex 14a-8 shareholder proposal and the Corvex nomination, Williams notes that, should Corvex identify individuals with appropriate expertise, experience and skills who are qualified to serve on the Board, Williams will work constructively with Corvex and seriously consider such candidates for appointment to the Board.
Williams notes that it has taken steps to allow stockholders to submit nominations in compliance with Williams’ bylaws, including extending the nomination deadline to August 25, 2016 and making a clear indication to stockholders of the number of Board seats that would be available. In addition, the Williams Board has stated that it will consider any potential nominees that stockholders feel would be appropriate to join the Board.
Importantly, Williams contacted the directors who resigned from its Board on July 1, 2016, including Keith Meister of Corvex, in connection with its search for new, highly-qualified directors in order to request their input regarding particular areas of expertise or experience to prioritize in its director search. Williams also asked the former directors to suggest specific director candidates.
Since early July, the Williams management team has announced a series of strategic actions, and the Company’s stock has increased in value by approximately 39%.
eastunder
9年前
8/22/16 Williams Comments on the Corvex Plan to Nominate Directors
http://finance.yahoo.com/news/williams-comments-corvex-plan-nominate-180300709.html
TULSA, Okla.--(BUSINESS WIRE)--
The Williams Companies, Inc. (WMB) (“Williams” or the “Company”), in response to comments from Keith Meister of Corvex Management LP (“Corvex”) that Corvex intends to nominate 10 of its employees to stand for election to the Company’s Board of Directors at the 2016 Annual Meeting of Stockholders, issued the following statement:
Given the events of the last year, it is unfortunate that Corvex intends to launch a distracting and costly proxy contest while Williams is moving forward with its plan to identify new, highly qualified and independent directors.
The Williams Board maintains open communications with stockholders, welcomes their input and perspective, and is committed to acting in their best interests. In that regard, after discussions with Corvex and other Williams stockholders, Williams intends to appoint three new, independent directors to its Board of Directors prior to the Company’s 2016 Annual Meeting. The Board’s comprehensive process to identify additional highly qualified directors is underway, and Williams expects to announce new Board appointments in the coming weeks. Williams is committed to the highest standards of corporate governance and to maintaining a world-class Board that comprises directors with appropriate expertise, experience and skills.
The Board believes that it is important that the new directors who will be appointed in the coming weeks participate in Board discussions regarding the composition of the Board going forward. The Board reached out to Mr. Meister regarding the Corvex proposal and indicated that including the new directors in Board deliberations would allow the Board to take immediate advantage of the expertise, experience and insight of the new directors. Therefore, the Board indicated it would promptly make a determination on the Corvex proposal once the new Board members are appointed.
Notably, since early July, the Williams management team has announced a series of actions, including its strategic plan, and the Company’s stock has increased in value by approximately 35%.
• Williams and Williams Partners announced immediate measures designed to enhance their values, strengthen their credit profile and fund the development of a significant portfolio of fee-based growth projects at Williams Partners, while maintaining flexibility as financial and operational plans are being reviewed.
• Williams Partners expects to implement a Distribution Reinvestment Program (DRIP); Williams intends to reinvest approximately $1.7 billion into Williams Partners through 2017, funded by reduced quarterly cash dividends.
• Williams Partners announced that it has conditionally committed to execute a new gas gathering agreement with a new producer customer, a private company successor to Chesapeake Energy (CHK), in the Barnett Shale. Additionally, Williams Partners and Chesapeake agreed to a revised contract in the Mid-Continent region. Among other benefits, this is expected to reduce customer concentration risk and result in additional drilling and volumes in the basins.
• Williams and Williams Partners announced that they have agreed to sell the companies’ Canadian businesses to Inter Pipeline Ltd. for combined cash proceeds of $1.35 billion CAD.
• Williams’ cost reduction initiatives to address the realities of slower growth in key supply areas are on-track, with $55 million in lower adjusted costs for the second quarter of 2016 versus the prior year period despite additional assets being in service.
• Williams and Williams Partners disclosed a 2017 $3.1 billion growth capital program, approximately three-quarters of which relates to Transco expansions in high growth demand markets under long-term contracts.
While the Company does not comment on M&A rumors, the Williams Board is open minded and evaluates all potentially value enhancing strategic opportunities. The Williams Board and management team will continue to take decisive actions to position Williams for the future. Williams remains committed to enhancing stockholder value, maintaining superior service for its customers and ensuring a safe working environment.
eastunder
9年前
What Do Analysts Recommend for WMB and WPZ?
By Kurt Gallon
Aug 3, 2016 12:33 pm EDT
http://marketrealist.com/2016/08/analysts-recommend-williams-2q16-earnings/
Analysts’ ratings for WMB and WPZ
In this part, we’ll look at what Wall Street analysts recommend for Williams Companies (WMB) and Williams Partners (WPZ). On a broader level, 57.1% of analysts rate Williams Companies as a “buy,” 35.7% rate it as a “hold,” and 7.2% rate it as a “sell.” At the same time, Williams Partners has been rated as a “hold” by 57.1% of the analysts surveyed. The remaining 42.9% rate it as a “buy.” The MLP doesn’t have any “sell” recommendations.
The median broker target price of $26 and $37.5 for Williams Companies and Williams Partners implies a 15.4% and 8.1% price return in the next 12 months from their August 1, 2016, closing price of $22.5 and $34.7, respectively. Williams Companies’ peer, Energy Transfer Equity (ETE) has “hold” ratings from 50.0% of the analysts.
Outlook for Williams Companies
Williams Companies’ outlook depends on Williams Partners’ ability to grow its distributable cash flows and distributions. Below are few positive and negatives for the Williams franchise.
Positives
It has a significant project backlog.
Williams Companies and Williams Partners are expected to benefit from the rise in natural gas demand from power utilities, local distribution companies, and LNG exports in the long run. According to Alan Armstrong, Williams Companies’ CEO, “In 2018, we expect to have twice as much fully-contracted capacity on Transco as we did in 2010. Quarter after quarter, the significant advantages of increased fee-based revenues are evident as we bring demand-driven projects into service. Additionally, as we execute on current projects, our assets continue to attract a steady number of requests for new market area capacity.” Transco is the wholly owned subsidiary of Williams Partners.
Negatives
Both Williams Companies and Williams Partners are highly leveraged
Williams Companies announced a distribution cut.
Williams Partners’ operating performance is negatively impacted by several production shut-ins across its Central and Northeast G&P segments.
Williams Partners has low distribution coverage.
Williams Partners has high counterparty exposure.
eastunder
9年前
Analyzing Williams Companies and Williams Partners' 2Q16 Results
http://marketrealist.com/2016/08/drove-williams-partners-2q16-ebitda-growth/
What Drove Williams Partners’ 2Q16 EBITDA Growth?
By Kurt Gallon
Aug 3, 2016 12:33 pm EDT
Williams Partners’ 2Q16 EBITDA
Williams Companies (WMB) and its MLP subsidiary, Williams Partners (WPZ), reported their 2Q16 earnings on August 1, 2016. Energy Transfer Equity (ETE) is scheduled to report its 2Q16 earnings on August 3. For an earnings preview on Energy Transfer Equity and its subsidiaries, read What to Expect from ETE’s, ETP’s, and SXL’s 2Q16 Earnings.
What Drove Williams Partners’ 2Q16 EBITDA Growth?
Williams Companies’ earnings mainly depend on distribution income from Williams Partners. Therefore, Williams Partners’ EBITDA (earnings before interest, tax, depreciation, and amortization) growth drives Williams Companies’ earnings. Williams Partners’ 2Q16 adjusted EBITDA increased to $1.1 billion from $1.0 billion in 2Q15—a YoY (year-over-year) increase of 6.4%. However, the partnership missed its 2Q16 EBITDA estimate marginally by 0.7%.
Williams Partners’ 2Q16 EBITDA drivers
The YoY change in Williams Partners’ 2Q16 EBITDA was mainly driven by the following factors:
Atlantic-Gulf segment – The segment saw a 6.2% YoY EBITDA decline in 2Q16 driven mainly by a one-month shutdown at Gulfstar One. This was slightly offset by expansion projects placed into service.
Central segment – The segment includes operations “that were previously part of the former Access Midstream segment located in Louisiana, Texas, Arkansas, and Oklahoma.” The segment’s 2Q16 performance benefited from cost-cutting measures.
NGL & Petchem Services segment – The segment’s adjusted EBITDA increased to $80 million in 2Q16 from $33 million in 2Q15. The YoY jump in adjusted EBITDA was mainly driven by higher olefins margins.
Northeast G&P segment – The Northeast G&P segment posted 5.4% YoY EBITDA growth in 2Q16 driven by lower operating and G&A (general & administrative) expenses.
West segment – The segment benefited from lower operating and G&A expenses in 2Q16.
In the next part, we’ll look at the companies’ 2Q16 distributions and Williams Companies’ reinvestment plans.
eastunder
9年前
Energy Transfer Terminates $33 Billion Merger With Williams
http://www.bloomberg.com/news/articles/2016-06-29/energy-transfer-terminates-williams-merger-after-court-ruling
by Ramsey Al-Rikabi
June 28, 2016 — 11:18 PM MDT
Updated on June 29, 2016 — 8:10 AM MDT
Energy Transfer Equity LP terminated its agreement to buy Williams Cos. after 18 months of negotiations, leaving Williams to carry on as a standalone company and Energy Transfer to seek other options for growth.
Energy Transfer provided written notice terminating the nearly $33 billion agreement, according to a statement Wednesday. That after a Delaware judge ruled last week that it could back out of its bid to buy the rival pipeline giant after failing to get lawyers to sign off on a tax opinion. By the time Williams shareholders tried to salvage the merger by voting to approve the takeover Monday, investors had already assumed the deal was dead.
The proposed tie-up now stands as one of the largest deals undone by the plunge in oil prices that has sent shock waves through companies, industries and entire economies. Crude’s collapse dragged the market value of both companies down by more than a third, straining their relationship and throwing into question the economics of the deal. As oil sank lower than either expected, both companies accused each other of sabotaging the deal.
“At some point Energy Transfer is going to have to go back to the M&A markets to grow,” Bloomberg Intelligence analyst Michael Kay said by phone Wednesday. “They’re just too big to keep growing organically.”
Court Ruling
Delaware Chancery Court Judge Sam Glasscock ruled June 24 that Energy Transfer may terminate the merger after its advisers said the deal didn’t free investors from tax liabilities. Williams remained steadfast, saying it would “enforce its rights” under the terms of its agreement if Energy Transfer attempts to terminate the pact, according to a statement after the decision.
Williams filed a notice of appeal, though it didn’t ask the Delaware Supreme Court for a quick hearing, meaning that such a step could take months -- if the court agrees to a hear the case at all.
“Williams does not believe ETE had a right to terminate the merger agreement,” the company said in a statement Wednesday. “Williams has concluded that it is in the best interests of its stockholders to seek, among other remedies, monetary damages from ETE.”
The termination allows each side to walk away without a breakup fee, and means Energy Transfer Equity can avoid “being overburdened with $10 billion in new debt,” Bloomberg Intelligence analysts Kay and Brandon Barnes wrote in research published Wednesday.
Investor Pressure
Before the deal, Williams was facing pressure from investors to simplify its corporate structure and lower its cost of capital. In the aftermath of the Energy Transfer fight, it may see a shakeup in its management ranks.
Energy Transfer made several offers before Williams’ board agreed to the purchase in September. Keith E. Bailey, who served as Williams’ chief executive officer from 1994 to 2002, suggested that those at Williams who were most in favor of the deal should resign.
“You need the board and the management team to be on the same page and moving in the same direction,” Bailey said in a phone interview on June 23.
Dividend Cut
Williams has already telegraphed one move. Earlier this month, it said it may have to cut its 64-cent quarterly dividend -- for the first time in at least a decade -- by a “material” amount. The shareholder payout may be cut by 75 percent in the third quarter, Timm Schneider, an analyst at Evercore ISI, said in a note to clients on Monday. Schneider also gave Williams a "buy" rating and a target price of $24 per share.
Williams may also revive a plan to buy out owners of its master limited partnership, Williams Partners LP, Kay said. That offer was scuttled by the Energy Transfer agreement.
Meanwhile, Energy Transfer Chief Executive Officer Kelcy Warren feared that pushing ahead with the deal would prompt analysts to downgrade the company and cause an “implosion,” according to court testimony from Jamie Welch, the company’s former chief financial officer.
Energy Transfer was up 3.9 percent $14.97 at 9:52 a.m. in New York. Williams fell 0.6 percent to $20.52.
“We like both,” Jefferies LLC analyst Christopher P. Sighinolfi said by phone Wednesday. “We would expect over time for both to appreciate. We’d advocate buying both securities but we recognize there’s a host of issues that will linger and persist following all the visible turmoil from the springtime"
eastunder
9年前
Williams Announces Preliminary Stockholder Merger Consideration Election Results
Business Wire
The Williams Companies, Inc.
3 hours ago
http://finance.yahoo.com/news/williams-announces-preliminary-stockholder-merger-131500258.html
TULSA, Okla.--(BUSINESS WIRE)--
The Williams Companies, Inc. (WMB) (“Williams”) today announced the preliminary results of the elections made by its stockholders as to the form of merger consideration they wish to receive in connection with Energy Transfer Equity, L.P.’s (“ETE”) pending acquisition of Williams.
As previously announced, the cash and stock elections will be subject to proration and adjustment procedures that are further described in the merger agreement between Williams and ETE (the “Merger Agreement”). Subject to those proration and adjustment procedures in the Merger Agreement, common stockholders of Williams had the option to elect to receive for each share of Williams common stock (other than Williams shares held by Williams, subsidiaries of Williams, Energy Transfer Corp LP (“ETC”) and its affiliates and shares for which the holder thereof has perfected appraisal rights under Delaware law) the right to:
$8.00 in cash and 1.5274 common shares representing limited partner interests in ETC (“ETC Common Shares”) (the “Mixed Consideration”); or
1.8716 in ETC Common Shares (the “Share Consideration”); or
$43.50 in cash (the “Cash Consideration”).
Based on the information as of the election deadline, 5:00 p.m., Eastern Time, on June 24, 2016 (the “Election Deadline”), the preliminary merger consideration election results were as follows:
Holders of 22,447,733.992 shares of Williams common stock, or approximately 2.859% of the outstanding shares of Williams common stock, elected to receive the Mixed Consideration;
Holders of 25,222,476.625 shares of Williams common stock, or approximately 3.212% of the outstanding shares of Williams common stock, elected to receive the Share Consideration;
Holders of 489,030,749.927 shares of Williams common stock, or approximately 62.291% of the outstanding shares of Williams common stock, elected to receive the Cash Consideration; and
Holders of 248,375,417.456 shares of Williams common stock, or approximately 31.637% of the outstanding shares of Williams common stock, failed to make a valid election prior to the Election Deadline.
These are preliminary results. After the final results of the merger consideration election process are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.
Williams stockholders are reminded that until the consummation of the proposed merger, Williams stockholders will not be able to transfer (including by sale) shares of Williams common stock for which a properly completed Form of Election has been submitted to American Stock Transfer & Trust Company, LLC (“AST”). The date on which the closing of the merger, if any, will occur is not known at this time1 and as a result, the period of time during which the transfer restriction will apply is also unknown. Williams stockholders who have not submitted a properly completed Form of Election to AST are advised that they may still be unable to transfer all or a portion of their shares (including by sale) because, as a result of all shares of Williams common stock for which an election was validly made no longer being transferable, there may be no trading market that will provide holders with adequate liquidity to make the desired transfer.
In addition to the receipt of Williams stockholder approval, the transaction remains subject to other customary closing conditions
eastunder
9年前
Williams Deal with Energy Transfer in Death Throes After Court Ruling
.
http://blogs.barrons.com/incomeinvesting/2016/06/27/williams-deal-with-energy-transfer-in-death-throes-after-court-ruling/?mod=yahoobarrons&ru=yahoo
By Amey Stone
A Friday decision by a Delaware judge, has effectively signaled the demise the merger of Williams Cos. (WMB) and its potential acquirer, Energy Transfer Equity (ETE), even as Williams’ shareholders are scheduled to vote on the deal Monday.
The judge ruled Friday that Energy Transfer can get out out of the deal due to tax complications. Williams had sued ETE arguing that tax attorneys were helping ETE scuttle the deal by failing to come up with an opinion letter on tax issue. The judge found the attorneys were acting in good faith. Without the letter, the deal can’t close by the Tuesday deadline agreed to by both parties.
In pre-market trading Monday, Williams shares were down 7% to $19.91. ETE’s shares were up 7% to $14.85. Both companies shares are down about 60% in the past year.
Williams continues to ask its shareholders to vote in favor of the deal. It is likely to appeal, according to The Wall Street Journal, which explains:
Williams has spent months arguing publicly that investors would be better off going through with the deal, even as Energy Transfer did everything it could to get out, and relations between the companies turned rancorous.
The legal fight will likely continue. Williams has said it is committed to closing the deal, and is considering appealing the ruling, a person familiar with the matter said. If Williams loses that appeal, it could sue Energy Transfer for damages.
eastunder
9年前
ETE tax chief takes blame for miscue on deal’s tax opinion
http://thedealnewsroom.tumblr.com/post/146254660042/ete-tax-chief-takes-blame-for-miscue-on-deals-tax
Williams’ lawyers scoff at his explanation for a snag that brought the companies’ merger to a halt.
by David Marcus
Brad Whitehurst and Tim Fenn attempted to explain why Energy Transfer Equity LP (ETE) only discovered a problem fatal to ETE’s attempt to purchase Williams Cos. Inc. (WMB) six months after the deal was signed in testimony on Monday before Vice Chancellor Sam Glasscock III in the Court of Chancery in Georgetown, Del. ETE claims that it is unable to complete its purchase of Williams because Latham & Watkins LLP, where Fenn is a tax partner, is unable to give an opinion that the troubled deal qualifies for tax-free treatment under Section 721(a) of the Internal Revenue Code.
Williams believes that the tax issue is a pretext for ETE CEO Kelcy Warren to exit a deal initially valued at roughly $40 billion that he now regrets and is asking Glasscock to force ETE to go through with the transaction if Williams stockholders approve it on Monday. Warren himself was in the courtroom yesterday and is on the witness list, though other tax lawyers will take the stand before he does in the second day of a two-day trial before Glasscock.
Whitehurst, the head of tax at ETE, said that he misunderstood a fundamental aspect of the transaction structure and discovered the error only in late March. The companies signed the agreement in September. Under the terms of the deal, Williams would merge into ETC - a newly formed ETE subsidiary whose only asset is ETE partnership units. ETC would then issue stock backed by the ETE units to Williams stockholders, while ETE would pay $6.05 billion for a 19% stake in ETC, with the money also being paid to the Williams stockholders.
Whitehurst said he thought that the ETC stake ETE would receive would depend on the price of ETE partnership units - in other words, that the exchange ratio on that part of the deal was floating. In reality, the exchange ratio was fixed. When he discovered his error in March, he called Fenn and Laurence Stein, his tax lawyers at Latham, who did a thorough investigation of the issue and concluded they could not opine that the deal should qualify for tax-free treatment to ETE, a condition of the merger. Whitehurst at one point seemed to suggest that he diagrammed the structure of the transaction for the first time in March.
Williams claims that by late March, Warren’s desire to exit the transaction by any means available was abundantly clear. In cross-examining Whitehurst, Antony Ryan, a litigation partner at Cravath, Swaine & Moore LLP, Williams’s law firm, tried to cast doubt upon Whitehurst’s story by pointing out that he would have read the drafts of the filings with the SEC on the deal multiple times.
Fenn said that the decline in ETE helped was a key reason why his firm was unable to give the opinion mentioned in the parties’ merger agreement. He testified that he and his lawyers have spent 1,000 hours analyzing the issue since Whitehurst brought it to their attention in March. He admitted that he thought before the deal was signed that Latham would have no problem rendering the 721(a) opinion.
“I find it hard to believe there is no issue here,” Fenn testified under examination by Michael Holmes, a partner at Vinson & Elkins LLP in Houston and ETE’s lead trial lawyer.
On cross-examination, Kenneth Nachbar, a partner at Morris, Nichols, Arsht & Tunnell LLP, introduced the notes of a conversation among Whitehurst, Fenn and Stein to suggest that ETE was subtly pushing Latham not to give the opinion from the time Whitehurst contacted the firm in late March.
Under normal circumstances, Nachbar said, a client would be apoplectic if a law firm was unable to deliver a tax opinion it has said it would be able to give. But “nobody got upset” at ETE when that happened, Nachbar suggested.
Andrew Needham, a tax partner at Cravath who advised Williams, will take the stand on Tuesday morning to give his side of the issue, with an expert witness on the topic to follow. The trial is scheduled to end tomorrow, and Glasscock will likely have to issue a ruling by the end of the week, since the Williams stockholder vote is scheduled for Monday.
eastunder
9年前
Energy Transfer CEO Feared Deal Would Cause ‘Implosion’
http://finance.yahoo.com/news/energy-transfer-ceo-feared-deal-185529213.html
Bloomberg
By Tim Loh, Jef Feeley
June 20, 2016 2:55 PM
Energy Transfer Equity LP CEO Kelcy Warren feared that pushing ahead with a merger with rival pipeline operator Williams Cos. after a plunge in oil prices would prompt analysts to downgrade the company and cause an “implosion,” the firm’s former top financial executive said.
Warren began weighing whether to walk away from the combination with Tulsa, Oklahoma-based Williams in December 2015, saying the downturn in the oil and gas market raised fears about Energy Transfer’s viability, Jamie Welch, the company’s ex-chief financial officer, testified.
More from Bloomberg.com: Boeing, Russian Firm Said Near $4 Billion Deal to Save 747
“He was of the belief if we had to close the transaction, we would have a credit-ratings downgrade that could create an implosion,” Welch testified in a video deposition played during a Delaware Chancery Court trial over the faltering merger.
Judge Sam Glasscock must decide whether Dallas-based Energy Transfer or Williams violated the merger agreement in ways that make it impossible to close the deal, once valued at $32 billion. Williams’s shareholders are scheduled to vote June 27 on whether they still want to be acquired by the rival pipeline company.
Good Deal
What looked like a good deal last year to combine two of the U.S.’s largest pipeline operators turned sour after plummeting oil prices upended its financial logic and raised questions about the benefits of the corporate marriage.
Since Energy Transfer offered to buy Williams for $43.50 a share in either cash or stock in September, the global glut of crude has wiped out almost half the value of both companies and forced the energy firms to twice slash the expected earnings boost from the merger. Oil prices plunged by almost $20 a barrel in the second half of last year while natural gas futures slid 16 percent.
Warren, who was in the Georgetown, Delaware, courtroom, has publicly said the merger can’t be finalized on its original terms because it has crippling tax issues. Williams’s officials counter that Energy Transfer’s top executive is using the tax argument as a pretext to scuttle the merger and is asking Glasscock to make its partner live up to the deal.
Vicki Anderson Granado, a spokeswoman for Energy Transfer, didn’t immediately return a phone call seeking comment on the testimony.
Ousted CFO
Welch, ousted as Energy Transfer’s CFO in February, said Warren called him while he was in Australia in December 2015 to explore what the company’s options were for pulling out of the deal. “He wanted to understand what the rights and obligations were under the merger agreement,” Welch testified. “If he could walk away under the merger agreement, he would have.”
Warren also showed little interest in offers from Williams’s executives to revise the merger to address questions about whether the IRS would view the combination as properly freeing investors of all tax liabilities, Welch said. The chief executive officer was “uninterested in restructuring” the deal, Welch said.
Williams officials also accuse Energy Transfer of violating the merger agreement by going ahead with an equity offering that wasn’t blessed by its merger partner. Williams says the offering was designed in part to unfairly increase Warren’s payout on units he held in some Energy Transfer’s partnerships.
Business Reason
Welch said he opposed setting up the offering that way, adding that Warren didn’t receive a salary or bonus and relied on the payments. “I didn’t understand the business justification for the preferred payment,” he said in the deposition.
Welch has sued Energy Transfer in state court in Texas over his ouster, saying he’s owed $1 million over his termination.
Williams claims that Energy Transfer officials banned some of its lawyers who’d suggested a fix to the tax problem from consulting with other attorneys hired to study the issue.
That suggested to Williams that Energy Transfer wasn’t “committed to closing the deal,” Minh Van Ngo, a lawyer at New York’s Cravath, Swaine & Moore LP, testified in court Monday. Firms who want to push ahead with a merger don’t “silence its advisers,” he said.
The case is Williams Cos. v. Energy Transfer Equity LP, CA12337, Delaware Chancery Court (Georgetown).
eastunder
9年前
Williams Cos. Gets Its Day in Court Over ETE’s Cold Feet
By
Liz Hoffman
Jun 20, 2016 9:04 am ET
http://blogs.wsj.com/moneybeat/2016/06/20/williams-cos-gets-its-day-in-court-over-etes-cold-feet/?mod=yahoo_hs
On Monday, Williams Cos. and Energy Transfer Equity head to court over their troubled merger. Once worth $33 billion and enthusiastically pursued by ETE and its billionaire chairman, Kelcy Warren, the deal is now worth about $20 billion after a steep slide in ETE shares, and its champion has gotten very, very cold feet.
Williams is seeking a court order that would keep ETE from walking away from the deal. ETE says its lawyers likely can’t give a tax opinion that is a condition for the merger to close.
There are a lot of allegation flying around, but the key legal issue is how one interprets “reasonable best efforts,” and whether ETE used them to get the all-important tax opinion from Latham & Watkins LLP. Fifteen witnesses, including lawyers on both sides and various valuation and tax experts, are set to testify at a two-day trial in Georgetown, Del., the southern seat of Delaware’s vaunted corporate court.
Look for Williams to paint ETE as a slippery rogue whose legal arguments are a touch too clever, and look for ETE to do a lot of “who, us?” ETE will likely try to focus on the actual tax treatment of the deal, while Williams would do better to avoid a discussion on the merits and instead paint the tax roadblock as a red herring.
This doesn’t happen often. Sure, litigation is a favorite corporate pastime, but it’s fairly rare for two merger parties to actually go to trial over a live deal. (It’s also unusual for tax lawyers to lose their nerve on an opinion.)
The Delaware court has broad powers to do what it thinks is fair, and judges have forced cold-footed buyers to close before. Tyson Foods had to complete its $2.3 billion purchase of meat packer IBP Inc. in 2001 after the court wasn’t swayed by Tyson’s arguments that it had been misled about IBP’s deteriorating financials.
That said, Williams’ and ETE’s merger agreement says Latham & Watkins has to be able to give the tax opinion, and Latham says it might not be able to. Other buyers have gotten out of deals by arguing for a plain reading of the language of their contract, no matter how poorly it squared with its spirit.
In the early days of the financial crisis, Cerberus Capital Management seized on inconsistencies in the language of its agreement to buy United Rentals to get out of the deal. And in 2013, Apollo Tyres used labor strife inside Cooper Tire & Rubber to run out the clock on the deal by arguing Cooper hadn’t held up its end of their agreement.
An instructive case is the one surrounding Hexion Specialty Chemical’s 2007 deal to buy rival Huntsman Hexion, backed by Apollo Global Management, sued to get out of the deal, arguing that Huntsman’s worsening financials were a “material adverse change” that voided the contract.
The judge disagreed, confirming that it’s basically impossible for regretful buyers to use deteriorating short-term results as an excuse to walk.
But a subthread in that case was just how far acquirers can go to get out of deals. Huntstman had produced a financial opinion that the combined company would be solvent. But Hexion, advised by Wachtell, Lipton, Rosen & Katz, hired Duff & Phelps to give a second opinion — one that found the opposite, providing a potential out for Hexion.
The judge found the solvency-opinion question wasn’t yet relevant, and Apollo later agreed to pay Huntsman about $1 billion in exchange for killing the deal. But the court was highly skeptical of Hexion’s tactics, and Williams/ETE strikes those same notes. (Wachtell advised ETE on the Williams deal, though not on the tax issue; expect to hear some discussion in court about that.)
Outside of court, in law firm corridors there is a lot of clucking going on by uninvolved tax and corporate lawyers about pinning a walkaway right on a change of heart by a company’s tax lawyers. It isn’t clear what impact this would have on the court, but it is likely some of those rumblings have made their way to Delaware.
Absent a last-minute settlement, this is likely to end in one of two ways. The court will either hold ETE to the deal by finding it hasn’t worked hard enough to find a fix to the tax snag. Or it will let ETE out, giving deal lawyers yet another thing to fight about when crafting closing conditions.
Either way, it’s likely to be the talk of the M&A scene for a while. Who said pipelines were boring?
eastunder
9年前
The following presentation was first furnished by The Williams Companies, Inc. (“Williams”) to investors on June 17, 2016, with respect to the previously announced combination of Williams with Energy Transfer Equity, L.P. (“ETE”), through the merger of a newly formed entity, Energy Transfer Corp LP (“ETC”) with Williams (the “merger”). Please consider the following when reviewing the presentation:
https://www.sec.gov/Archives/edgar/data/107263/000119312516624355/d207845ddefa14a.htm
• The merger remains subject to a number of closing conditions, including the receipt of Williams stockholder approval and receipt by ETC and Williams of a tax opinion from Latham & Watkins LLP (“Latham”) that the contribution of Williams’ assets by ETC to ETE should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies. ETE has advised Williams that Latham has advised ETE that it would not be able to deliver this tax opinion were the opinion requested as of the date of the proxy statement/prospectus mailed to Williams’ stockholders. ETE has advised Williams that it believes there is a substantial risk that the closing condition relating to this tax opinion will not be met, and that it is unlikely that ETC would waive the closing condition. Williams believes that the contribution should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies, and would be willing to waive the condition to closing that Williams receive this tax opinion.
• Williams has filed a lawsuit against ETE in the Delaware Court of Chancery alleging that ETE has breached the merger agreement by failing to cooperate to obtain the 721 Opinion from Latham and failing to otherwise to use its reasonable best efforts to take all actions necessary to close the merger. Williams seeks, among other remedies, a declaratory judgment and injunction preventing ETE from terminating or otherwise avoiding its obligations under the merger agreement due to any failure of Latham to deliver the 721 tax opinion to ETC and Williams. ETE has filed its affirmative defenses and counterclaim, including a counterclaim that Williams has breached the merger agreement by the Williams board of directors modifying or qualifying its approval and recommendation of the merger in various ways. ETE seeks, among other things, a declaratory judgment that, in the event Latham fails to deliver the 721 tax opinion prior to the outside date of June 28, 2016 set forth in the merger agreement, ETE will be entitled to terminate the merger agreement without liability due to the failure of a closing condition. ETE also seeks a judgment that due to Williams’ breaches of the merger agreement, ETE is entitled to immediately terminate the merger agreement. ETE’s position is that, in the event ETE is entitled to and does terminate the merger agreement due to a modification or qualification of the Williams board of directors’ recommendation of the merger, Williams would owe ETE a termination fee of $1.48 billion. The parties have agreed to expedited proceedings, with a trial scheduled to be held June 20 and June 21, 2016. Williams’ stockholders are encouraged to read the proxy statement/prospectus in its entirety, including the section entitled “Recent Developments,” for additional information regarding the foregoing.
• ETE has advised Williams that, given uncertainty in the trading markets related to the foregoing, ETE believes that the current trading price of ETE units is likely not representative of what the trading price of ETE units would be in the event the merger were consummated. ETE believes that actual trading price of ETE units upon any consummation of the merger could be substantially lower than the $12.96 closing price as of June 16, 2016 cited in the presentation, as a result of ETE’s current expectation to discontinue its distribution on common units for eight quarters following closing if the merger is consummated as well as other matters discussed in the “Recent Developments” section.
eastunder
9年前
Leading Proxy Advisory Firm ISS Recommends Williams Stockholders Vote “FOR” the Merger Agreement with ETE
June 15, 2016
TULSA, Okla.--(BUSINESS WIRE)--
The Williams Companies, Inc. (WMB) (“Williams”) today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, recommends that Williams stockholders vote “FOR” the merger agreement with Energy Transfer Equity, L.P. (ETE) (“ETE”) at Williams’ special meeting of stockholders scheduled for June 27, 2016.
In recommending that Williams stockholders vote “FOR” the merger agreement, ISS stated in its June 15, 2016 report: “A vote FOR the proposed transaction is warranted, despite the additional strains brought on by a continued decline in commodity prices, given the significant cash component of the consideration payable on closing, the more diversified customer base of the combined company, the upside exposure to significant growth opportunities such as Lake Charles LNG, and the opportunity to own nearly half the equity in a combined company anticipated to have much stronger free cash flow – particularly as the oil and gas sector recovers – than Williams on a standalone basis.”1
In addition, Williams has mailed a letter to its stockholders recommending that they vote “FOR” the merger agreement with ETE. A copy of the letter being mailed to stockholders is pasted below:
June 15, 2016
Dear Williams Stockholder,
On June 27, 2016, The Williams Companies, Inc. (WMB) (“Williams” or “WMB”) will be holding a special meeting for stockholders to vote on the transaction with Energy Transfer Equity, L.P. (ETE) (“ETE”). I am writing about your opportunity to make a very important choice about the future of your investment.
By way of background, on September 28, 2015, Williams executed a definitive agreement to combine with ETE (the “Merger Agreement”). Under the Merger Agreement, ETE will form a partnership that will be treated as a corporation for tax purposes to be called Energy Transfer Corp LP (“ETC”), and ETC will merge with Williams and survive the merger.
LEADING PROXY ADVISORY FIRM ISS RECOMMENDS WILLIAMS STOCKHOLDERS VOTE “FOR” THE MERGER AGREEMENT WITH ETE
The Board is pleased that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, has recommended that Williams stockholders vote “FOR” the Merger Agreement with ETE. The Board urges stockholders to follow ISS’ recommendation by voting “FOR” the Merger Agreement at the upcoming special meeting.
THE WILLIAMS BOARD CONTINUES TO RECOMMEND THAT YOU VOTE "FOR" THE MERGER AGREEMENT
If all Williams’ stockholders elect to receive all cash or all stock, then each share of Williams common stock would receive $8.00 in cash and 1.5274 ETC common shares. The cash and unit consideration represents $27.38 of value per Williams share based on the ETE closing price of $12.69 as of June 14, 2016. Additionally, Williams plans to pay a one-time $0.10 special dividend following closing. Given the significant and certain value the transaction will provide, the Board urges you to vote "FOR" the Merger Agreement.
STOCKHOLDERS TO BENEFIT FROM ENHANCED LONG-TERM VALUE PROSPECTS THROUGH ONGOING PARTICIPATION IN A LARGER, MORE DIVERSE COMPANY
TRANSACTION SECURES SUBSTANTIAL VALUE CERTAINTY THROUGH CASH CONSIDERATION AMIDST THE CURRENTLY VOLATILE ENERGY ENVIRONMENT
Key highlights of the transaction include:
• Enhanced scale, scope of operations and M&A opportunities: The transaction will create the largest midstream franchise in North America and the Board believes that the combined company will be better positioned to compete in a dynamic midstream sector and a challenging commodity price environment.
• Significant synergies: In addition to the significant available cost synergies, the combined company will benefit from commercial synergies that are expected to result in increased EBITDA by 2020 of more than $100 million (base case) to more than $500 million (upside price case).
• Complementary geographic footprint: ETE and Williams have complementary geographic footprints, which the Board believes will allow the combined company to be able to better serve customers through the entire value chain across all major basins.
• Upside exposure: The Board expects that, as market conditions improve, Williams stockholders will be able to benefit from the upside in the combined company’s significant and diverse set of growth opportunities. The Board also expects upside to the combined company’s commercial synergy targets as commodity prices improve and demand for natural gas, NGL and crude supply increases.
• Financial strength: The Board believes that the combined company will be well-positioned to cost-effectively delever and strengthen the balance sheet over time.
• Certainty of value: The cash component of the merger consideration is equivalent to exchanging 18% of Williams shares for cash at a valuation of $43.50 per share. This cash component represents ~29% of the current overall value of the merger consideration (as of June 14, 2016) and provides a substantial value cushion in the current commodity downturn.
In summary, Williams stockholders will benefit from enhanced long-term value prospects, while securing value certainty in today’s volatile energy market through the cash component of the transaction consideration.
COMBINATION REDUCES RISKS INHERENT IN A WILLIAMS STANDALONE CASE; KEY CONSIDERATIONS FOR WILLIAMS STANDALONE CASE
One of the key benefits of the transaction is that it reduces key risks Williams would face as a standalone company.
• The Board believes that the combination spreads customer concentration risk across a much broader base, and provides more opportunities and flexibility to negotiate “win-win” solutions with Williams’ large and important customer, Chesapeake.
• The Board believes that the merger also reduces the risk that Williams’ access to capital may be impaired as a result of customer credit issues. The combined company will have more levers to finance its capital plan, including four MLP financing vehicles.
In addition, set forth below are certain key considerations for Williams stockholders.
• The Board believes that a standalone scenario would likely involve the elimination or a significant reduction of the WMB dividend to prioritize strengthening of its credit profile and increasing financial flexibility.
• While Williams is focused on continuing to improve its credit profile, current leverage metrics are higher than the targeted level and there is risk for a credit rating downgrade if the merger is not completed. Williams’ consolidated current debt / 2016E EBITDA is ~6X.
In a standalone scenario, levers available to Williams to improve its balance sheet and delever over time would be prioritized as follows: (1) dividend elimination or significant reduction to fund growth and delever; (2) further capex reductions; (3) asset sales; and (4) equity issuances to bolster the balance sheet and liquidity.
TRANSACTION DESIGNED TO PROTECT THE VALUE OF YOUR INVESTMENT
The transaction with ETE has been designed to protect the interests of Williams’ stockholders and to ensure that the Board is maximizing the value of your investment. For example, under the Merger Agreement, a contingent consideration right (“CCR”) attached to each ETC share Williams stockholders receive strongly incents ETE to ensure trading parity between ETC shares and ETE units for two years following closing. In addition, a dividend equalization agreement through 2018 will ensure that ETC shareholders will receive the same cash dividends as ETE unitholders, if any.
STRONG ALIGNMENT OF ETC AND ETE INTERESTS
In addition to the CCR and dividend equalization agreement, the initial ETC Board will include three independent directors and the initial conflicts committee of the Board was approved by the existing Williams Board. The conflicts committee will appoint its successor members going forward.
The Board believes that ETE management’s significant ownership in ETE provides a high degree of incentive for ETE value creation. Notably, ETE management owns ~28% of outstanding ETE units, with Kelcy Warren personally owning ~18%. ETE management also has a strong track record of creating value for unitholders. Since January 2010, ETE has generated total shareholder return of ~135% (compared to ~60% for the Alerian MLP Index and ~65% for WMB).2
ACT NOW BY ELECTING YOUR MERGER CONSIDERATION AND VOTING “FOR” THE MERGER AGREEMENT ON THE ENCLOSED WHITE PROXY CARD
On May 25, 2016, Williams announced that the Securities and Exchange Commission (“SEC”) declared effective the Registration Statement on Form S-4 relating to the proposed transaction. The proxy statement, which provides important information about the proposed transaction, has been mailed to Williams stockholders.
The Board encourages you to act today, not only to vote “FOR” the Merger Agreement, but to also elect the form of consideration you wish to receive in the merger: ETC shares, cash, or a mix of the two, subject to proration, as described in the proxy statement. Your financial advisor (bank or broker) can assist you in making this election. Regardless of your merger consideration election, the total amount of cash to be paid will be approximately $6.05 billion.
As you may be aware, there is litigation pending against ETE with respect to the Merger Agreement. The trial is scheduled for June 20 and June 21, 2016. The Williams Board is unanimously committed to enforcing Williams’ rights under the Merger Agreement. Details of the litigation are included in the proxy statement.
VOTE “FOR” THE MERGER AGREEMENT ON THE ENCLOSED WHITE PROXY CARD TODAY
The Board encourages you to use the enclosed WHITE proxy card to vote “FOR” the Merger Agreement today – by telephone, by Internet, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. This letter should be read in conjunction with the proxy statement mailed to you and other documents filed by Williams with the SEC in connection with the proposed transaction.
On behalf of your Board of Directors, I thank you for your continued support. Over the last several months, the Board’s number one priority has been to protect the interests of Williams stockholders. The Board looks forward to completing the transaction and to delivering its many benefits to our stockholders.
Sincerely,
Frank T. MacInnis
Chairman of the Board
YOUR VOTE IS IMPORTANT!
If you have questions or need assistance in voting your shares,
please contact our proxy solicitor:
Mackenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
eastunder
9年前
FTC Gives Williams-ETE Merger Green Light, But Hurdles Remain
By Amey Stone
The U.S. Federal Trade Commission gave approval, with conditions, for the merger of Williams Cos. (WMB) and Energy Transfer Equity (ETE) to proceed.
After the merger closes — which seems more theoretical than likely at this point — the two companies agreed to sell some assets, including a natural gas pipeline in Florida, to preserve competition.
The FTC was never the most serious hurdle to the merger closing. There are now lawsuits between the two companies as Williams accuses ETE of trying to scuttle the deal.
The companies will be back in court to fight over those issues starting June 20. Plus, Williams shareholders still need to approve the transaction in a vote scheduled for June 27. On Wednesday, Williams told shareholders that it may have to cut its dividend if deal doesn’t go through.
Phil Adams of Gimme Credit notes this was “obviously intended.” to get shareholders vote for the merger. However, he thinks Williams would have to cut its payout if the deal doesn’t happen. He wrote Thursday:
We’re inclined to think this is just the natural result of the limits of the C-corp/MLP structure. Williams Partners (WPZ) needs its cash flow to finance its growth project slate — however much trimmed by recent market weakness. Since WMB is reliant upon distributions from WPZ to service its debt and dividends, retention by WPZ of greater amounts of DCF means less cash for WMB to distribute. And, while we don’t think it will happen, if the Delaware Chancery Court rules in favor of ETE and awards the $1.48 billion termination fee, WMB will need to divert cash from dividends to debt service.
Energy Transfer fell 4% to $13.53 on Thursday, while Williams’ stock rose 10 cents to $23.28.
Here’s how Energy Transfer sums up the legal issues in its press release Thursday:
Completion of the proposed acquisition remains subject to the approval of WMB stockholders and other closing conditions, including the receipt by Energy Transfer Corp. LP (“ETC”) and Williams of a tax opinion from Latham & Watkins LLP (“Latham”) that the contribution of Williams’ assets by ETC to ETE should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies. Latham has advised ETE that it would not be able to deliver this tax opinion were the opinion requested as of the date of the proxy statement/prospectus mailed to Williams stockholders. ETE believes that there is a substantial risk that the closing condition relating to this tax opinion will not be met, and that it is unlikely that ETC would waive the closing condition. Williams believes that the contribution should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies, and would be willing to waive the condition to closing that Williams receive this tax opinion. Williams has filed a lawsuit against ETE in the Delaware Court of Chancery seeking, among other remedies, a declaratory judgment and injunction preventing ETE from terminating or otherwise avoiding its obligations under the merger agreement due to any failure of Latham to deliver the 721 tax opinion to ETC and Williams. ETE has filed its affirmative defenses and counterclaim and seeks, among other things, a declaratory judgment that, in the event Latham fails to deliver the 721 tax opinion prior to the outside date of June 28, 2016 set forth in the merger agreement, ETE will be entitled to terminate the merger agreement without liability due to the failure of a closing condition. The parties have agreed to expedited proceedings, with a trial scheduled to be held June 20 and June 21, 2016. Williams’ stockholders are encouraged to read the proxy statement/prospectus in its entirety, including the section entitled “Recent Developments,” for additional information regarding the foregoing
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