Vote Yes and Ask for Cash
At 9 this morning in the sleepy town of Georgetown, Delaware, the chief executives of Energy Transfer Equity (NYSE: ETE) and Williams (NYSE: WMB) will go to the opposite ends of a small central park known as the Georgetown Circle. There they will mount donkeys and ride toward each other brandishing sections of small-bore gas pipe. And whoever gets knocked off his ass will become personally liable for the mounting financial toll of their star-crossed merger dalliance.
Send in the donkeys.
This is, of course, is merely an appealing fantasy. In reality, the disputants have dispatched rival platoons of legal mercenaries to the Delaware Chancery Court for Monday’s start of a two-day trial over Williams’ claims that Energy Transfer reneged on the deal and is trying to cheat Williams shareholders.
The law itself is an ass often enough that it’s difficult to predict with much certainty what the presiding judge, Vice Chancellor Sam Glasscock III, will conclude about this convoluted and more than a little pathetic soap opera.
But insofar as he’s a highly respected jurist with an interest in preserving his court’s reputation for upholding plainly worded business contracts, I’m going to go out on the limb and guess that Glasscock will see merit in Williams’ assertion that “defendants have been sabotaging the proposed transaction for nearly five months.”
At which point Williams’ shareholders just might get to vote on the original deal, deciding whether $6 billion in cash and roughly half the merged company is worth the risk of losing their distributions for the next two years.
Source: Williams prospectus
That’s what Energy Transfer has threatened to do if forced to close the merger on its stated terms, piling insult on the potential injury by protecting its founder from the pain of a distribution cut.
Williams, in turn , has threatened to cut its own dividend if shareholders reject the merger. Although both scenarios are clearly attempts to sway the vote, they’re fairly credible ones. Given the disposition of the credit rating agencies there’s decent likelihood that if Energy Transfer is forced to pay out the $6 billion that it promised, it will be the only money former Williams shareholders see for a couple of years.
The special meeting of Williams shareholders has been set for the morning of June 27, the day before the merger deadline beyond which either party may walk away without penalty. That makes Thursday June 23 the effective deadline for casting a proxy vote on the merger via your broker. Thursday is also the day by which Williams shareholders must tell their broker whether they’d prefer all cash, all equity or a combination of the two from the buyout.
Source: Williams prospectus
Unless you work for Williams or live in Tulsa where it’s headquartered (and which Energy Transfer has threatened to abandon), voting in favor of the merger is the proverbial no-brainer. The payoff per WMB share is $8 in cash and the same interest in the merged company as a current owner of ETE units worth nearly $20.
In contrast, even if Williams is bluffing about cutting its dividend (and it’s probably not) it would distribute only a little more than $5 per share over the next two years based on its current payout.
Every Williams shareholder ought to select the all-cash compensation option, because cash is the merger consideration that hasn’t been devalued, in contrast with Energy Transfer’s equity. As a practical matter, Energy Transfer is only on the hook for $6.05 billion in cash, or $8 per share if everyone demands their fair share, with ETC shares in a new shell company making up the balance. But some small portion of shareholders will ask only for stock while others won’t register their choice, and cash that might have gone to them will be reallocated to the shareholders who asked for cash only. You want that to be you.
All of which might prove irrelevant because the court might still conceivably let Energy Transfer off the hook, though I view that outcome as unlikely. But even of the original terms are enforced, that will only set the stage for one last negotiation to replace the cash portion of the buyout with stock as an alternative to a potentially destabilizing distribution cut. Those talks would proceed only if Williams wishes it and mostly on its terms, however, should it prevail in court.
Regardless, it’s important to be prepared and to vote and choose in your self-interest. The CEOs will not be jousting on donkeys any time soon. They also have all their bases covered and their interests looked after. Be sure to attend to yours.
Stock Talk
Laurenda Faucett
What are your thoughts on the Item 2 in the proxy vote:
TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATORY ARRANGEMENTS BETWEEN WMB AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT
Does this effect the cash available for settlement? Does the settlement for executive officers come from the 6B in cash first -effecting cash available for the common shares? Best I can tell, these officers get accelerated options settled in cash. Relevant pages in the proxy are 9-10, 101, 176, 187, 201, 210.
I’m inclined to vote against if it effects cash available to settle our shares.
Igor Greenwald
You can definitely feel free to vote against it but the money won’t come out of merger compensation if there is a merger, and this is routine stuff I expect to pass.
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jasbo92
What happens to ETE if the deal goes through without change? You have it as #1 on best buy list, Why?
Igor Greenwald
If that were to happen I think they cut distribution for two years as threatened, and I think it’s largely baked into the stock at recent prices. We have it rated as the #1 Best Buy because whatever happens with Williams and the distribution in the near term, ETE’s long-term earnings power from top-shelf assets at affiliates has been severely discounted relative to market comparables. So it’s a top-ranked Best Buy despite the fact that price could conceivably go to 10 tomorrow. It could also conceivably go to 20, and medium term 20 is far likelier than 10.
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