10/17/11: A Day for Deals
Over the weekend Kinder Morgan Inc (NYSE: KMI) announced the purchase of El Paso Corp (NYSE: EP) for $37.8 billion in stock, cash and assumed debt. That deal will directly impact Kinder Morgan Energy Partners LP (NYSE: KMP), as general partner Kinder Morgan Inc could drop down 40,000 miles of pipelines and related infrastructure.
Adding assets is the formula for cash flow and distribution growth at master limited partnerships (MLP). Kinder’s debt burden from the deal will be reduced from the planned sale of El Paso’s oil and gas production assets. And there are numerous opportunities for growth as well by extending and expanding the combination’s 80,000 mile-plus pipeline network, which reaches every major shale-producing region in the country.
Kinder Morgan Inc and El Paso anticipate closing the deal in the second quarter of 2012. It will need to win shareholder approvals and US antitrust clearance as well as the OK of the Federal Energy Regulatory Commission (FERC). None are expected to present a major challenge, and the transaction is expected to be immediately accretive for distributions per unit at Kinder Morgan Energy Partners.
Kinder Morgan Energy Partners’ target cash flow growth rate will rise to 7 percent from the current 5 percent. There’s also the possibility that Kinder Morgan Energy Partners and El Paso Energy Partners LP (NYSE: EPB) may be combined, creating further savings and synergies, though management states that’s not on its immediate agenda. Importantly, Kinder Morgan Energy Partners’ target annual distribution growth rate will rise to 9 percent.
Not surprisingly, the deal has already won a favorable reception in the market place, with prices of Kinder Morgan Inc, Kinder Morgan Energy Partners and El Paso Corp rising this morning. That’s rare, as acquirers have tended to drop sharply in recent years following deal announcements. Kinder Morgan Energy Partners remains a solid holding and a buy up to 75 for those who don’t already own it.
Another beneficiary from this deal is Income Portfolio Conservative Holding El Paso Corp 4.75 Percent Preferred C (NYSE: EP C). The preferred, also up this morning, is convertible into 1.2022 shares of El Paso Corp. The current mid-40s price is still well above conversion of value of $32.30, based on a takeover price of $26.87 per share in this deal. That’s a value of $14.65 in cash, 0.4187 in Kinder Morgan Inc shares and 0.64 in Kinder Morgan Inc warrants.
The preferred, however, is also callable at a price of $50 per share. Should new owner Kinder Morgan Inc elect to call, that would produce a windfall gain of about 15 percent from the current price. Meanwhile, the preferred should get a ratings boost from its current B+ level, as Kinder Morgan Inc’s credit rating is BBB. El Paso Corp 4.75 Percent Preferred C is still a buy up to 44 for those who don’t already own it.
The other deal announced today involves two UF Income Portfolio Aggressive Holdings. AmeriGas Partners LP (NYSE: APU) will buy the propane operations of Energy Transfer Partners LP (NYSE: ETP) for roughly $2.9 billion. AmeriGas will pay $1.5 billion in cash, $1.3 billion in common units and assume $71 million in debt in the transaction, which is expected to close by early 2012 pending antitrust approval. No shareholder approvals are needed.
On the conclusion of this deal Energy Transfer will own 34 percent of AmeriGas’ common units, leaving it as big an owner as general partner UGI Corp (NYSE: UGI). It’s agreed to hold them at least until 2013.
The deal completes Energy Transfer Partners’ transition to a pure midstream energy company. It will provide badly needed cash to finance the company’s pending $2 billion purchase of Florida Gas Transmission. The need to come up with $3 billion to $3.5 billion in equity to finance that deal–as well as the MLP’s growth in natural gas liquids infrastructure–has hung over its unit price for some months.
This deal dramatically reduces financing/distribution risks, and Energy Transfer will still realize a healthy chunk of cash from propane by owning 34 percent of AmeriGas. Moody’s has already called the propane operations sale positive for credit.
The market has responded positively to the announcement, pushing up Energy Transfer Partners’ share price this morning. It’s done the same for AmeriGas, which adds 1 million retail propane customers and 500 million gallons of annual business with the transaction. Propane is a scale business, and this deal adds it for the company at minimal financial cost. And AmeriGas plans a 3 percent distribution boost at the close of what should be an immediately accretive deal.
That’s win-win for both companies. AmeriGas Partners remains a solid buy up to 45. Much cheaper Energy Transfer Partners is a buy all the way up to 50 for those who don’t already own it.
Finally, Atlantic Power Corp (TSX: ATP, NYSE: AT) today announced the financing of another big chunk of its takeover of Capital Power LP. As reported in the Friday Utility Forecaster Weekly, the company has announced a stock sale that covers 80 to 85 percent of expected equity needs. Today, the company nailed down the debt portion with an offer for USD460 million in senior notes due 2018 to qualified institutional buyers.
Coupled with the equity offering’s proceeds, that should permanently finance either all or virtually all of this deal. That removes a major overhang to the stock, which is also up today. The current yield of 8 percent-plus will be raised 5 percent when the Capital merger closes, which should occur following the special shareholder meeting on Nov. 1. Now is the time to buy Atlantic Power if you haven’t already, up to 16.
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