M&A

Last week three former CEOs of the Williams Companies sent a letter to Williams shareholders outlining their reasons for voting against the proposed merger with Energy Transfer Equity (copy of the letter embedded below). The CEOs urge all shareholders to “strongly consider” voting against the deal. The CEOs say the deal would give Williams shareholders a permanent second class status. The mayor of Tulsa, Oklahoma–where Williams is headquartered–is also voicing his opposition to the proposed merger. Mayor Dewey Bartlett Jr. said in his own letter that the merger has no “economic merit” and would be “tragic” for both the city shareholders. MDN told you yesterday we’re dubious the deal will actually happen, based on all of the legal posturing we see (see ETE & Williams Engage in More Posturing Before June 24 Deadline). Will the letter from the CEOs and Tulsa mayor have any effect on the deal?…
Read More “Tulsa Mayor, 3 Former Williams CEOs Blast ETE Merger Deal”

The ongoing soap opera of whether or not Energy Transfer Equity really will buy Williams continues to play out. Yesterday ETE (and Williams) issued press releases announcing that Williams shareholders have until 5 pm on June 24 to provide their official voting documentation on the merger. ETE is careful to point out that Williams shareholders should hold on to their shares–not turn them in–until the merger is official and completed. ETE also says once they’ve voted on the merger, Williams shareholders can’t turn around and sell their Williams shares of stock until the final merger is either declared a “go” or a “no go.” The elaborate ands, ifs & buts in the ETE statement still leaves us wondering whether or not this is all just kabuki theater–a show–with no real intention of closing on the merger. Case in point: here’s what ETE’s lawyers said in yesterday’s announcement…
Read More “ETE & Williams Engage in More Posturing Before June 24 Deadline”

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…
Read More “ETE CEO Kelsey Warren Says Williams Merger “Can’t Close””

We knew that corporate raider Carl Icahn’s protege, Keith “Mini-Me” Meister, had been meddling in Williams since 2013 (see Bad News: Corporate Raiders Take Aim at Williams and Evil Corporate Raiders Double Investment (& Control) in Williams). What we didn’t know, until now, is that Mini-Me Meister was the puppet-master behind Williams’ decision to cave and accept Energy Transfer Equity’s “indecent proposal” (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). It seems that Mini-Me Meister doesn’t have quite the same touch that Godfather Carl does, because the ETE/Williams deal is falling apart and Mini-Me Meister has gotten burned on his investment in Williams. He’s lost a LOT of money…
Read More “Carl Icahn Protege Gets Burned from Meddling in ETE/Williams Deal”

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 Energy Transfer Makes “Indecent Proposal” to Buy Williams for $48B). Williams resisted, but eventually they caved and agreed to the deal–although the deal price went down $10 billion by the time they accepted (see Williams Accepts ETE’s “Indecent Proposal” – Price Went Down $10B). But things changed. Prices for natural gas (and oil) went into the basement, and ETE/Kelsy Warren had second thoughts (see ETE Wants Out of Williams Merger/Takeover, Offering $2B Breakup Fee). Williams, however, isn’t backing down. “You wanted us? You’re going to take us.” That’s the sentiment. So ETE has been doing funky things to scuttle the deal, like issuing private shares to insiders so they come out on top. Williams took note and sued (see Merger Turns Sour: Williams Sues ETE/CEO Kelcy Warren). The latest action taken by ETE to disrupt the deal is by filing a document with the Securities and Exchange Commission that says if the closing stays on schedule the whole thing may be taxable, when before it was thought they would qualify for exemptions. Williams once again disagrees…
Read More “ETE Tries New Tactic to Scuttle Williams Takeover Deal”