After the street watched Targa fleece Cohen they probably figure the buyout will be about $4 less than the unit price trades for any given day.
The ATLS part of the sale is definitely taxable - I called the company and they confirmed, TRGP is a C corp and its simply a sale of ATLS (what will be left of it) to TRGP at a set price of units and cash - the final value won't be known until the deal consummates. I did not ask about APL unit holders as I own much less APL units.
You can spin it however you want. Distributions going down after a deal is a bad deal. Period. I couldn't care less what the price of the MLP trades at on a given day. The purpose of owning an MLP is the deferred income. NGLS will have to attain more than 35% Distribution growth just to get me back to even on the APL units and I have forgotten what is needed for TRGP - BUT ITS EVEN MORE!!!!!!!!!!!!!!! And that is BEFORE MY TAX BILL!!!!!!!!!!!!!!!!!!! And ATLS had the high IDR's after another 7 cents on APL!!!!!!!!!!!!!!!!!!!!! And PXD partnership growth committed to!!!!!!!!!!!!!!!!! Total BS.
And the worst part is that we PAY COHEN A FEW MILLION A YEAR TO DO THIS!!!!!!!!!!!!!!!!!!!!!
Just another example of America's broken corporate governance system - where mediocrity is institutionally protected and rewarded.
I think the real issue is that APL has agreed upon growth for the next two years with PXD and they have certainly implied there is more to come.
Unless there are unsolvable issues in Texas this is a giveaway. PXD is forecasted to have 20+% growth for a good long while. And they are financially in pretty good shape so this isn't pie in the sky type thing. That combination is worth a premium. It just is.
For long time APL holders it seems every time we get in a good situation Cohen does something to muck it up. We had three solid gathering systems - had to sell two because junior was allowed to play with the toys and pretend to know how to hedge.
Then we hire Dubay and he turns it into a decent organization and we kind of luck into partnering with PXD and things move in the right direction.
Now the purpose of an MLP is deferred income - again unless something went terribly wrong - we have solid distributions and guaranteed growth with PXD for at least the next 2-3 years and implied much longer. Now why would we want to sell at reduced price (compared to the previous 12 month stock price), for a LOWER distribution going forward????
I can't come up with one good reason UNLESS SOMETHING GOT SCREWED UP AND THEY AREN"T TELLING US!
Anyways - I'm sure the deal will be approved and I'll own some NGLS units and some TRGP shares. And I'll cut a damn big check to the government and have a lower income next year. But hey, if Cohen says then..... well I'll leave it there.
If you listen carefully - he starts to say HE"D buy them at these prices - then he seems to catch himself and shrugs and moves on.
The price of this acquisition is #$%$ - plain and simple.
I believe that its TRGP that may expand distributions by 35%. I didn't see anything about NGLS doing that - I thought it was something like 10 or 15%.
And I agree that the deal is a giveaway. APL unit holders that own 1000 units go from receiving $2,520 to $1,822. Plus you get the one time $1,260. PLUS you get the TAX BILL. Which for many long time holders WILL BE HUGE.
The filing posted may be incomplete - but the deal hasn't changed. We are being given away - I mean sold. You get .5486 shares of NGLS and buck 26.
If you own 1000 units you go from getting $2,520 distribution to getting $1,822 distributions.
Plus you have a one time $1,260.
Plus you get to pay capital gains taxes on the sale, PLUS you get to go back and pay normal income taxes on previous distributions depending on how long you've owned APL and at what price you purchased.
Basically, unit holders are getting hammered.
Did you look at the last acquisition ? there was an article on seeking alpha that compared the acreage we bought to another recent transaction - and it certainly didn't look good.
That is simply wrong. There are two transactions. One is APL and one is ATLS.
ATLS holders get cash and .18 shares. So if you have 100 shares of ATLS you will have 18 shares of TRGP when its all done.
And its probably going lower. I know a few traders that feel $70 might be seen later this year - and they expect that 2015 might be 80-90 as the norm. And that's assuming Middle East chaos. Demand is simply weak and production is higher than anyone expected a few years ago.
Is that 300 million each or is it just 300 million total.
If its 300 million each then I'll form an MLP for 300 million. Trust me, I'll only pay myself 2 million a year and hire my kid for another million. I'll put together lots of fancy presentations for you and chase whatever is hot at the moment.
In 10 years or so I can almost guarantee (because the pesky SEC doesn't allow me to guarantee) that there will be AT LEAST 50 million left!!!
Oh boy its on page 8 of their presentation!!! Well then it MUST be true.
2015.... oh wait. We were promised that in 2014. And initially they were talking 2013.
Talk is cheap - when its from Cohen its almost free!!!!!!
And that private funding business was raising just as much back during the financial crisis!! We kept hearing Cohen whisper 250MM - Could be a 'game changer". Just like he promised the "pick of the litter" in buying additional assets.....only to panic when NG prices went up and buy at a price that requires about $4.50 NG to be accretive!!!
You obviously haven't owned Atlas entities for a long time. I won't even start with the hedging fiasco or Alaskian pipeline or the numerous other blunders.
Our best hope is that we find someone like Dubay to run ARP for Cohen. He saved APL from them and turned it into at least a competent organization. We need the same for our E&P business.
Given the Atlas transaction no one knows exactly what the heck is going on. That means a lot of funds will sell now and ask questions later. Throw on top of that plunging oil prices - questionable recent acquisitions - no known GP going forward - mediocre management - hedge fund involvement - and who knows where this could end up.
Mark if that is the case then Cohen should be fired.
Investors care about results. The reason we had low valuation is that Cohen kept promising and not delivering. And given the previous history (possibly the worst hedging the industry has ever seen plus other boneheaded deals) there was a discount.
The way to fix that discount was to execute and grow the distributions and the coverage. Investors would have followed.
And while TRGP's tax rate may be lower next year - UNITHOLDER's Taxes are going UP!!!
Seems to me that we didn't get much of a premium (especially considering the tax impact on unitholders).
Tells me that 1. South Texas was turning into a huge issue we couldn't address. 2. Funding was drying up - though I don't know why that would happen. 3. Cohen willing to sell because he basically wasn't running the joint - and Dubay was outperforming him!! 4. PXD indicated they didn't want to continue to partner with us.
IMO the price was too low. PXD seems to have their act together and losing that planned growth (and the high IDR's that went with it) isn't priced in.
Means you'll get some targa shares, some cash, and probably a new GP stock similar to ATLS.
But basically you've lost about 10-20% at today's prices
jjaf2005 - the div. reinvestment should have purchase prices associated with them. What you have to take into account is the distributions you've received against each unit - its likely some of your units are actually at zero cost basis. You should have paid long term capital gains taxes on anything received after zero cost basis - and now you will pay the difference between your normal tax rate and the 15% you already paid on those distributions - depending on your tax bracket that may be zero. Most of the $2.50 in distributions from your original purchase will be paid at normal income rates (I say most because APL sold assets after you bought and we paid taxes on that gain) - But the real question is the capital gain on the $31 from Targa. I ASSUME that the new GP (what they are spinning off) will be done in a tax friendly way and it will be a one for one.
So that's why I would WAIT for all information. If you sell you pay taxes on the whole amount of the sale - if the spinoff is tax friendly then you avoid part of the taxes and own the new GP (assuming you want to own it).
Also, keep in mind that APL sold assets back when we exited the Marcellus so you paid some taxes against that via ATLS - and that increased your capital level.
I'm hopeful that the 12pm con call will cover the subject. From what I've read in the press release this is not a merger - it is an acquisition and we'll have to pony up the taxes on the shares and cash. Hope that helps.
gmax, Since its a sale you will pay taxes on the entire amount of the same (including the stock you receive). The reason there is cash involved is to help people pay some of the taxes that will be due.
Need more information than what they have provided - but depending on when you bought and how much you've got in distributions you may actually have to come up with some cash (over the 9 bucks).