ETE CEO Kelsey Warren Says Williams Merger “Can’t Close”
Last year midstream giant Energy Transfer Equity and its CEO Kelsy Warren pursued Williams, for months, and finally got Williams to agree to a deal to sell itself to Warren for $38 billion (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). Over the following months, the gas market tanked price-wise, and Warren got cold feet (see ETE Wants Out of Williams Merger/Takeover, Offering $2B Breakup Fee). Then he wanted to change the deal, making it an all stock-swap deal instead of having to pony up billions in cash–because of tax implications. Along the way Warren got his board to issue a sweetheart stock deal to himself and other top managers/investors as a hedge against the deal, which enraged Williams (see Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren). On a quarterly earnings call yesterday, ETE’s top brass addressed the Williams merger controversy. CEO Kelsy Warren said point blank: “I’d like to be really direct about this. We can’t close. We don’t have a transaction that can close. So I want to be very clear: We can’t close this transaction … So, absent a substantial restructuring of this transaction — which Energy Transfer has … been very willing and … actually desiring to do — absent that, we don’t have a deal.” Apparently the deal as proposed by Warren, with a cash component, will be taxable in ways he didn’t plan–so he either wants Williams to accept a stock swap, or bail from the deal. Here’s what was said on yesterday’s phone conference…
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We knew that corporate raider Carl Icahn’s protege, Keith “Mini-Me” Meister, had been meddling in Williams since 2013 (see 
The partners in the Constitution Pipeline, including Williams and Cabot Oil & Gas, have come roaring back against Gov. Cuomo and his pusillanimous Dept. of Environmental Conservation (DEC) after the DEC lied last Friday in announcing they would not grant stream crossing permits for the pipeline project. Yesterday Cabot, along with Williams, issued a STRONGLY worded rebuttal that says, in part that the DEC’s “stated rationale for the denial includes flagrant misstatements and inaccurate allegations, and appears to be driven more by New York State politics than by environmental science.” Flagrant misstatements is another way of saying the DEC lied, which is exactly what we said yesterday (see 
You can’t see we didn’t predict this outcome: New York Gov. Andrew Cuomo has made the political decision to not grant the Constitution Pipeline stream crossing permits, temporarily stopping the project from advancing. Cuomo’s lackeys at the totally humiliated and discredited Dept. of Environmental Conservation (DEC) made the announcement on Friday, so-called Earth Day. Virulent anti-drillers erupted in spontaneous (and multiple) orgasms at the news. The DEC claims Williams, the builder of the Constitution, did not provide detailed information about pipe burial that the DEC had requested. This is a blatant, 100% lie. Gov. Cuomo is corrupt and is being led, as our friend Tom Shepstone points out, by the nose by Rockefeller money. Prosecutor Preet Bharara–are you paying attention? MDN now calls on the Federal Energy Regulatory Commission (FERC) to bypass New York State, as is its right under the U.S. Constitution. FERC has the power to bypass Cuomo and the DEC and authorize the pipeline without NY’s stream crossing permits. Yes, hoops will need to be jumped through with various courts, but now is the time to permanently remove NY from such decision-making. The state has proven it is incapable of making independent, science-based decisions on the topic of oil and gas drilling and pipelines. Time to overrule the state and move on. Below we have the DEC’s pathetic political cover-up, along with various responses to the news…
Talk about media bias. Yesterday over 200 people crowded into a meeting room at the Binghamton Holiday Inn for a rally supporting the Constitution Pipeline–a $683 million, 124-mile pipeline due to run from Susquehanna County, PA to Schoharie County, NY carrying Marcellus gas. The “newspaper of record” for Binghamton, the Press & Sun-Bulletin (P&SB), is so biased they didn’t run a single word covering the event in today’s edition. The P&SB’s so-called reporter who covers the drilling issue (actually an anti-drilling propagandist), Tom Wilber, apparently couldn’t be bothered to cover a major news story under his nose and part of his beat. The P&SB couldn’t even send an intern. Yes, the P&SB is completely in the anti-drilling tank and not in any way an actual news organization–they’re simply Democrat hacks towing the party line. Here’s what happened at yesterday’s meeting, from real news organizations that did show up…
Two shale industry members of last year’s ill-fated Pennsylvania Pipeline Task Force have pulled the curtain back to reveal what went on behind the scenes. The sausage-making. And it’s not pretty. Two important facts emerge for their disclosures: (1) most of the members of the task force didn’t (and still don’t) know their heads from their rear-ends when it comes to how the natural gas industry actually works, and (2) nothing useful will come from the 658-page report and its 184 recommendations. We previously predicted that outcome when we said, “Silly libs–they never learn. This initiative was never about actually getting anything done. It was always about the optics–to show that radical leftist Tom Wolf (and his lackey John Quigley) actually care about the hoi polloi” (see 
The proposed takeover/merger of Williams by Energy Transfer Equity (ETE) is better than a daytime soap opera. It was a long courting period before ETE finally cajoled, harangued, and eventually forced the board of Williams to agree to a merger/takeover. ETE’s billionaire CEO Kelsy Warren revealed he had been propositioning Williams for over six months–offering Williams $64 per share to buy the company, totaling $48 billion (see 
Somehow this bit of news escaped us a few weeks ago–perhaps because most of the impacts will happen in Oklahoma. Williams, the midstream giant that is currently being half-heartedly pursued by Energy Transfer Equity in a buyout/merger, is preparing for the eventual merger by laying off 10% of its workforce. Williams says they layoffs are due to “current market forces” and not because of the impending merger. Sorry–we don’t buy it. We suspect the layoffs have a great deal to do with trimming down before the company is eventually sold. Williams employs 6,700 people in North America and in late March they began dumping 10% (~670) of them. Some 100 of those layoffs are happening in the company’s Tulsa, OK headquarters. The others will come from across the country–including here in the Marcellus/Utica region…
Last week MDN brought you the fantastic news that the Federal Energy Regulatory Commission (FERC) had approved Williams’ Transco Pipeline project called the Garden State Expansion–a pipeline project to connect gas that will come through the yet-to-be-built PennEast Pipeline to a yet-to-be-built pipeline in New Jersey called the Southern Reliability Link pipeline (see 
A Delaware court has granted a motion by Williams to hurry-it-up with their recently filed lawsuit against Energy Transfer Equity (ETE)–the company trying to buy Williams. No, Williams is not trying to fend off the purchase. They’re trying to ensure Williams stockholders (and the managers of Williams) get the agreed-to price. Last week Williams sued ETE and its CEO Kelsy Warren for issuing private shares of stock to select investors to help finance the deal (see 
The Constitution Pipeline is a badly needed natural gas pipeline that would run ~125 miles from the gas fields of Susquehanna County, PA up into New York–all the way to Schoharie County, NY–where it would intersect with the Iroquois Pipeline and the Tennessee Gas Pipeline. The $683 million project would pump 650 million cubic feet per day (MMcf/d) of PA shale gas to markets throughout the northeast and potentially into New England. The Federal Energy Regulatory Commission (FERC) approved the project in 2014. Pennsylvania cleared the way for the pipeline in 2015. New York is holding it up–the tail wagging the dog–by not issuing stream and swamp crossing permits. We have repeatedly called on Williams, the main sponsor of the project, to take New York to court to strip them of their right to have any say in the matter since Cuomo is intentionally stopping the project for political reasons (see