The 721-Latham clause was clearly written in the contract and WMB agreed to it. All Warren did was use a perfectly legal loophole to protect ETE shareholders. Was it aggressive? Sure, but that's his job.
It makes a lot of sense to offer such a plan to everyone, giving us the chance to forego cash distributions in exchange for common units at a discount. Would simply conserve a decent amount of cash for ETP's use without actually cutting the dividend. I'd sign up for it.
They already have a publicly traded MLP subsidiary, Dominion Midstream Partners. They could merge that into WPZ and be just like Duke / Specta and keep dropping down their other midstream assets.
No way that would pass anti-trust regulators... KMI's Tenneco pipeline overlaps Transco, no way regulators would let one company own both.
They already tried that... before they signed the deal with ETE, they shopped the company around and there were no takers. Maybe a PE firm might be interested in taking them out now that share price is ~$20 and take it public again in a couple of years if cash flow has improved and energy markets have recovered.
Correct me if I'm wrong, but even if WMB wins an appeal, if it comes after June 28 and the deal hasn't closed, ETE can't be forced to complete the deal. At that point, the only point of an appeal would be monetary damages. My impression is that the June 28 deadline is a hard deadline, if it doesn't close by then everything is off. (Unless there is some way they can get a Supreme Court to rule by June 28, which seems unlikely...)
I would think even if ETE lost an appeal, the monetary damages would be somewhere between the break-up fee specified in the merger agreement and the amount of "synergies" that WMB estimated in their latest statements.
WMB shareholders have no reason at all to sue ETE... their own board agreed to the deal, so any damages to WMB shareholders should go to them, especially if ETE wins this suit and no misconduct on their part is proved. No one forced WMB into this deal... I suspect they did it to mask their own cash flow difficulties (which was the point of the WPZ roll-up that preceded the ETE deal) which are now out in the open, but that has nothing to do with ETE, it has a lot more to do with overpaying for Access Midstream at the top of the market.
Although I hope the convertible deal *does* get canceled...
I assume the problem isn't Hanjin per se -- which is a small customer -- but the possibility that it is just the canary in the coal mine. What happens if a larger customer has similar distress OR if SSW reworks Hanjin's lease, wants *their* terms renegotiated also? I'm sure that accounts for the very strong tone of Wang's public comments on Hanjin.All of their customers are competitors of each other and they're all in some degree of pain in this market, so I can't imagine any of them will be pleased if one of them gets their deal reworked on better terms.
If the market thinks the deal will go through, WMB isn't going to rise -- ETE stock will collapse to $10 or below, that is how the large current premium will resolve itself. I hesitate to predict how low ETC stock will go once people start dumping it after the deal closes. I'm sure plenty of WMB folks will be selling their shares at a discount to prevent larger losses when ETC starts trading.
Nope, it's all the common units. See pg 25, where WMB discusses its impact on the merger:
"The WMB board has reviewed ETE's statement that it does not expect to make any cash distributions with respect to its common units following the close of the merger... The WMB board notes that a lack of distributions on ETE common units will lead to a lack of distributions on ETE Class E units, and therefore, on ETC common shares."
This is copied-and-pasted directly from page 23:
" However, ETE no longer expects to pay cash distributions with respect to its common units following the closing of the merger until the quarter ending March 31, 2018"
This has also been discussed a million times in different forums, it's not exactly news.
I've owned it since 2008 -- thought I'd seen everything with this stock, but obviously, what did I know...
This is clearly stated in the merger doc that was sent to shareholders.
ETE has already announced that the distribution will be cancelled when the WMB merger occurs. If the merger does not happen, there is still a chance -- 50-50? -- that the distribution will be reduced, but I doubt it would be eliminated completely.
Looks like new preferreds are priced at 8.2%, noticeably better than the ones they just redeemed, so a good data point.
So much for that theory...
Curious to see if these new preferreds will be cheaper or more expensive than what they just redeemed.
I think that is just keeping themselves from getting sued -- if WMB people vote down the merger because ETE has already announced they will eliminate the dividend, and then WMB immediately cuts it anyway, that's not going to look good. The fact that their own div is about to be cut is material info when deciding to vote for or against the merger.
ETE has already announced no div if the deal closes... if people vote the deal down for that reason, than WMB cuts their div anyway, they'd get sued out the wazoo.
As for amount of cut, it depends on the announced reason... if the main reason is just to true up the payout ratio with sustainable DCF, maybe it only gets cut to $2.00. If the main reason is to supply WPZ with capital for expansion, they'll do a Kinder Morgan thing and cut down to a token level.
but cash flow hasn't budged. DCP stake has evaporated, falling canadian $, giving away assets to DCP -- plus when it was $43, it was fundamentally overvalued @ 3% yield. Simply increasing the payout ratio shouldn't boost the stock price.