Pipeline-Milliardendeal: Energy Transfer Equity will Williams schlucken - 500 Beiträge pro Seite | Diskussion im Forum
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ISIN: US9694571004 · WKN: 855451 · Symbol: WMB
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In den Vereinigten Staaten steht bei Gas- und Ölpipelines eine Milliardenübernahme an. Das vom Pipeline-Magnat Kelcy Warren kontrollierte Unternehmen Energy Transfer Equity (ETE) zahle für den auf den Transport und die Weiterverarbeitung von Gas …
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komplizierte Kiste:
Anticipated Commercial Synergies Exceed $2 Billion of Incremental EBITDA by 2020
Up to $400 Million of Additional Cost Savings Expected from the Implementation of ETE’s Shared Service Model
Williams’ Stockholders Can Elect to Receive Shares Issued by New ETE C-corp and/or Cash, Subject to Proration If Either is Oversubscribed
Transaction is Immediately Accretive to Cash Flow and Distributions for Both ETE and WMB
Williams Partners L.P. (WPZ) to Retain Its Name and Remain Headquartered in Tulsa
DALLAS & TULSA, Okla.--(BUSINESS WIRE)--Sep. 28, 2015--
Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE”) and The Williams Companies, Inc. (NYSE:WMB) (“Williams” or “WMB”) today announced a business combination transaction valued at approximately $37.7 billion, including the assumption of debt and other liabilities. This announcement follows the termination of the previously agreed merger agreement between WMB and Williams Partners L.P. (“WPZ”). The business combination between ETE and WMB was approved by the Boards of Directors of both entities. The combination will create the third largest energy franchise in North America and one of the five largest global energy companies. The combination will also benefit customers by enabling further investments in capital projects and efficiencies that would not be achievable absent the transaction.
Under the terms of the transaction, Energy Transfer Corp LP (“ETC”), an affiliate of ETE, will acquire Williams at an implied current price of $43.50 per Williams share. Williams’ stockholders will have the right to elect to receive as merger consideration either ETC common shares, which would be publicly traded on the NYSE under the symbol “ETC”, and / or cash. Elections to receive ETC common shares and cash will be subject to proration. Cash elections will be prorated to the extent they exceed $6.05 billion in the aggregate and stock elections will be prorated to the extent the full $6.05 billion cash pool is not utilized.
Williams stockholders electing to receive stock consideration will receive a fixed exchange ratio of 1.8716 ETC common shares for each share of WMB common stock, before giving effect to proration. If all Williams’ stockholders elect to receive all cash or all stock, then each share of Williams common stock would receive $8.00 in cash and 1.5274 ETC common shares. In addition, WMB stockholders will be entitled to a special one-time dividend of $0.10 per WMB share to be paid immediately prior to the closing of the transaction. The special one-time dividend is in addition to the regularly scheduled WMB dividends to be paid before closing.
ETC will be treated as a corporation for U.S. federal income tax purposes, and holders of ETC common shares will therefore receive an IRS Form 1099, rather than a Schedule K-1, for federal income tax reporting. As part of this transaction, in exchange for the contribution by ETC to ETE of all of the assets and liabilities of WMB, ETE will issue to ETC a number of ETE Class E common units equal to the number of ETC common shares to be issued in the transaction. The Class E common units will be entitled to receive the same quarterly cash distribution per unit as the quarterly cash distribution per ETE common unit. As ETE has agreed to provide all administrative services to ETC and to indemnify ETC for all liabilities incurred by ETC, ETC is expected to distribute 100% of the after-tax cash distributions it receives from ETE to holders of ETC common shares on a quarterly basis as a cash dividend. ETC will benefit from a dividend equalization agreement through calendar 2018 with ETE that ensures that ETC shareholders will receive the identical cash dividend as an ETE unit holder.
To address any uncertainty as to how the newly listed ETC common shares, as a new security, will trade relative to ETE common units, ETE has agreed that, as part of the merger consideration, each ETC share will have attached to it one contingent consideration right (“CCR”). In the event the ETC common shares trade at a discount to the ETE common units on a daily volume-weighted average basis over the 23-month period following the 20th trading day after the closing of the transaction, ETC will make a one-time payment in an amount equal to such volume-weighted price differential (the “Shortfall Amount”). Any Shortfall Amount will be settled in ETC common shares (at the then current value) or cash at ETE’s election, and ETE will issue a proportionate amount of Class E common units to ETC. If ETC common shares trade at a premium to ETE common units over the same 23-month period, the CCR will expire with no value and a portion of the ETE Class E common units held by ETC will be cancelled based on the volume weighted average price differential, thereby reducing ETC’s ownership interest in ETE. There is also an automatic termination provision of the CCR if ETC trades above ETE on a daily VWAP basis for 20 consecutive trading days and there is no Shortfall Amount outstanding at the end of that 20 trading day period.
The transaction is expected to be tax-free to Williams’ stockholders, except with respect to any cash received. The parties believe that all stakeholders will benefit from the cash flow diversification associated with ownership in three large investment grade MLPs (Energy Transfer Partners, L.P. (“ETP”), Sunoco Logistics Partners L.P. (“SXL”) and WPZ). As a result, the combination creates a truly unique and diversified collection of compatible businesses that will drive greater near- and long-term value.
Kelcy Warren, ETE’s Chairman, said, “I am excited that we have now agreed to the terms of this merger with Williams. I believe that the combination of Williams and ETE will create substantial value for both companies’ stakeholders that would not be realized otherwise.”
Frank T. MacInnis, Chairman of the Williams Board of Directors, said, “After a comprehensive evaluation of strategic alternatives, including extensive discussions with numerous parties, the Williams Board of Directors concluded that a merger with Energy Transfer Equity is in the best interests of Williams’ stockholders and all of our other stakeholders. The merger provides Williams stockholders with compelling value today as well as the opportunity to benefit from enhanced growth projects.”
Alan Armstrong, President and Chief Executive Officer of Williams, said, “Williams’ intense focus on connecting the best natural gas supplies to the best natural gas markets will be a significant complement to the ETE family of diverse energy infrastructure. As a combined company, we will have enhanced prospects for growth, be better able to connect our customers to more diverse markets, and have more stability in an environment of low commodity prices. Importantly, Williams Partners will retain its current name and remain a publicly traded partnership headquartered in Tulsa, Oklahoma.”
During the course of its diligence process over the last ten weeks, the Energy Transfer family has identified significant commercial synergies. These synergies run across a broad spectrum, ranging from new revenue opportunities, improved operational efficiencies and performance, new capital opportunities and prioritization of existing capital projects. ETE expects that the anticipated EBITDA from these commercial synergies will exceed $2 billion per year by 2020 (or more than 20% of the estimated current pro forma EBITDA for the combined company) and will require overall incremental capital investment of more than $5 billion to achieve.
As part of the merger, WPZ will retain its current name and remain a publicly traded partnership headquartered with a meaningful ongoing presence in Tulsa, Oklahoma. Also as a result of this announcement, WMB and WPZ are withdrawing their financial guidance. ETE expects no impact from this transaction on the credit ratings of ETP, SXL, Sunoco L.P. (“SUN”) or WPZ.
ETE and Williams believe there are numerous meaningful benefits from a proposed combination:
ETE Stakeholders
At closing, the transaction will be immediately accretive to distributable cash flow and distributions per unit for ETE and is expected to be credit positive to ETE’s credit ratings;
ETE’s distribution growth rate is expected to remain at its current level;
as a result of diligence, the size of both the expected cost savings and the anticipated commercial synergies exceeds ETE’s previous expectations and will help ensure that the duration of ETE’s distribution growth rate will be longer as a result of the transaction;
the introduction of cash into the transaction consideration has reduced the ETC share issuance by over 260 million shares (or approximately 18.5% of the overall ETC share issuance);
the number of possible opportunities to migrate assets within the Energy Transfer family and find additional commercial opportunities, not currently quantified, within the expanded asset base will increase significantly, thereby creating more value for ETP, SXL, WPZ and SUN, which in turn will result in increased cash flow growth for ETE;
the ability of ETE to broaden its overall shareholder base through the ETC structure; and
the creation of ETC will result in increased liquidity for ETE unitholders because of the option for ETE unitholders to exchange ETE common units for ETC common shares.
WMB Stakeholders
A compelling transaction that provides Williams’ stockholders with:
an attractive premium to the implied trading price of WMB assuming WMB traded in line with either the Alerian index or its midstream peers since the date of ETE’s initial offer;
a pro forma level of dividend per ETC common shares received that will exceed the 2016 dividend per WMB share that Williams had forecast on a pro forma basis for the Williams/WPZ merger;
ETC dividend growth superior to that of Williams on a pro forma basis for the proposed Williams/WPZ merger;
the option to elect cash in the transaction will allow Williams’ stockholders to monetize, on a taxable basis, all or some of their investment in WMB, subject only to the aggregate $6.05 billion pool of cash consideration being fully utilized;
the exchange of WMB shares for ETC common shares is expected to be tax free to WMB stockholders, except with respect to cash received;
for each outstanding ETC common share, ETC will receive from ETE the same cash distribution per quarter as ETE distributes with respect to each ETE common unit;
ETC will benefit from a dividend equalization agreement through calendar 2018 that ensures that ETC shareholders will receive the identical cash dividend as an ETE unitholder;
the CCR is intended to address any trading price differences between ETC and ETE during the two-year period following closing;
ETE will become co-obligor of Williams’ existing debt and Williams’ credit facility will be terminated at closing; and
ETC common shares are expected to have tremendous liquidity, a strong growth profile and the potential for inclusion in the S&P 500 index (similar to WMB’s current inclusion in that index).
WPZ Stakeholders
There is no expected impact to WPZ’s credit ratings as a result of the ETE/Williams combination;
WPZ unitholders will have greater distributable cash flow from material cost savings and synergies of up to $400 million per annum with WPZ joining the Energy Transfer shared service model;
the combination will create new commercial opportunities for WPZ, including the potential to acquire assets from the overall Energy Transfer group, that will improve WPZ’s business outlook, cash flow growth and overall financial profile;
WPZ unitholders will benefit from having a general partner, ETE, that, based on the unique intrinsic financial and strategic optionality in the Energy Transfer family, will be in a position to help WPZ fully realize its long-term growth potential;
and WPZ will receive a $428 million break-up fee for the termination of its merger agreement with WMB payable to all outstanding limited partnership units of WPZ including WMB’s approximate 60 percent ownership.
Regulatory Process and Transaction Timing
The closing of the transaction is subject to customary conditions, including the receipt of approval of the merger from Williams’ stockholders and all required regulatory approvals, including approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”). ETE and Williams anticipate that the transaction will be completed in the first half of 2016. There is no requirement for an ETE unitholder vote, providing additional deal certainty to Williams’ stockholders. The parties intend to commence the integration planning process immediately following receipt of HSR clearance to ensure that the implementation of the shared service model between Energy Transfer and WMB/WPZ is fully effective and functioning at completion of the merger.
Anticipated Commercial Synergies Exceed $2 Billion of Incremental EBITDA by 2020
Up to $400 Million of Additional Cost Savings Expected from the Implementation of ETE’s Shared Service Model
Williams’ Stockholders Can Elect to Receive Shares Issued by New ETE C-corp and/or Cash, Subject to Proration If Either is Oversubscribed
Transaction is Immediately Accretive to Cash Flow and Distributions for Both ETE and WMB
Williams Partners L.P. (WPZ) to Retain Its Name and Remain Headquartered in Tulsa
DALLAS & TULSA, Okla.--(BUSINESS WIRE)--Sep. 28, 2015--
Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE”) and The Williams Companies, Inc. (NYSE:WMB) (“Williams” or “WMB”) today announced a business combination transaction valued at approximately $37.7 billion, including the assumption of debt and other liabilities. This announcement follows the termination of the previously agreed merger agreement between WMB and Williams Partners L.P. (“WPZ”). The business combination between ETE and WMB was approved by the Boards of Directors of both entities. The combination will create the third largest energy franchise in North America and one of the five largest global energy companies. The combination will also benefit customers by enabling further investments in capital projects and efficiencies that would not be achievable absent the transaction.
Under the terms of the transaction, Energy Transfer Corp LP (“ETC”), an affiliate of ETE, will acquire Williams at an implied current price of $43.50 per Williams share. Williams’ stockholders will have the right to elect to receive as merger consideration either ETC common shares, which would be publicly traded on the NYSE under the symbol “ETC”, and / or cash. Elections to receive ETC common shares and cash will be subject to proration. Cash elections will be prorated to the extent they exceed $6.05 billion in the aggregate and stock elections will be prorated to the extent the full $6.05 billion cash pool is not utilized.
Williams stockholders electing to receive stock consideration will receive a fixed exchange ratio of 1.8716 ETC common shares for each share of WMB common stock, before giving effect to proration. If all Williams’ stockholders elect to receive all cash or all stock, then each share of Williams common stock would receive $8.00 in cash and 1.5274 ETC common shares. In addition, WMB stockholders will be entitled to a special one-time dividend of $0.10 per WMB share to be paid immediately prior to the closing of the transaction. The special one-time dividend is in addition to the regularly scheduled WMB dividends to be paid before closing.
ETC will be treated as a corporation for U.S. federal income tax purposes, and holders of ETC common shares will therefore receive an IRS Form 1099, rather than a Schedule K-1, for federal income tax reporting. As part of this transaction, in exchange for the contribution by ETC to ETE of all of the assets and liabilities of WMB, ETE will issue to ETC a number of ETE Class E common units equal to the number of ETC common shares to be issued in the transaction. The Class E common units will be entitled to receive the same quarterly cash distribution per unit as the quarterly cash distribution per ETE common unit. As ETE has agreed to provide all administrative services to ETC and to indemnify ETC for all liabilities incurred by ETC, ETC is expected to distribute 100% of the after-tax cash distributions it receives from ETE to holders of ETC common shares on a quarterly basis as a cash dividend. ETC will benefit from a dividend equalization agreement through calendar 2018 with ETE that ensures that ETC shareholders will receive the identical cash dividend as an ETE unit holder.
To address any uncertainty as to how the newly listed ETC common shares, as a new security, will trade relative to ETE common units, ETE has agreed that, as part of the merger consideration, each ETC share will have attached to it one contingent consideration right (“CCR”). In the event the ETC common shares trade at a discount to the ETE common units on a daily volume-weighted average basis over the 23-month period following the 20th trading day after the closing of the transaction, ETC will make a one-time payment in an amount equal to such volume-weighted price differential (the “Shortfall Amount”). Any Shortfall Amount will be settled in ETC common shares (at the then current value) or cash at ETE’s election, and ETE will issue a proportionate amount of Class E common units to ETC. If ETC common shares trade at a premium to ETE common units over the same 23-month period, the CCR will expire with no value and a portion of the ETE Class E common units held by ETC will be cancelled based on the volume weighted average price differential, thereby reducing ETC’s ownership interest in ETE. There is also an automatic termination provision of the CCR if ETC trades above ETE on a daily VWAP basis for 20 consecutive trading days and there is no Shortfall Amount outstanding at the end of that 20 trading day period.
The transaction is expected to be tax-free to Williams’ stockholders, except with respect to any cash received. The parties believe that all stakeholders will benefit from the cash flow diversification associated with ownership in three large investment grade MLPs (Energy Transfer Partners, L.P. (“ETP”), Sunoco Logistics Partners L.P. (“SXL”) and WPZ). As a result, the combination creates a truly unique and diversified collection of compatible businesses that will drive greater near- and long-term value.
Kelcy Warren, ETE’s Chairman, said, “I am excited that we have now agreed to the terms of this merger with Williams. I believe that the combination of Williams and ETE will create substantial value for both companies’ stakeholders that would not be realized otherwise.”
Frank T. MacInnis, Chairman of the Williams Board of Directors, said, “After a comprehensive evaluation of strategic alternatives, including extensive discussions with numerous parties, the Williams Board of Directors concluded that a merger with Energy Transfer Equity is in the best interests of Williams’ stockholders and all of our other stakeholders. The merger provides Williams stockholders with compelling value today as well as the opportunity to benefit from enhanced growth projects.”
Alan Armstrong, President and Chief Executive Officer of Williams, said, “Williams’ intense focus on connecting the best natural gas supplies to the best natural gas markets will be a significant complement to the ETE family of diverse energy infrastructure. As a combined company, we will have enhanced prospects for growth, be better able to connect our customers to more diverse markets, and have more stability in an environment of low commodity prices. Importantly, Williams Partners will retain its current name and remain a publicly traded partnership headquartered in Tulsa, Oklahoma.”
During the course of its diligence process over the last ten weeks, the Energy Transfer family has identified significant commercial synergies. These synergies run across a broad spectrum, ranging from new revenue opportunities, improved operational efficiencies and performance, new capital opportunities and prioritization of existing capital projects. ETE expects that the anticipated EBITDA from these commercial synergies will exceed $2 billion per year by 2020 (or more than 20% of the estimated current pro forma EBITDA for the combined company) and will require overall incremental capital investment of more than $5 billion to achieve.
As part of the merger, WPZ will retain its current name and remain a publicly traded partnership headquartered with a meaningful ongoing presence in Tulsa, Oklahoma. Also as a result of this announcement, WMB and WPZ are withdrawing their financial guidance. ETE expects no impact from this transaction on the credit ratings of ETP, SXL, Sunoco L.P. (“SUN”) or WPZ.
ETE and Williams believe there are numerous meaningful benefits from a proposed combination:
ETE Stakeholders
At closing, the transaction will be immediately accretive to distributable cash flow and distributions per unit for ETE and is expected to be credit positive to ETE’s credit ratings;
ETE’s distribution growth rate is expected to remain at its current level;
as a result of diligence, the size of both the expected cost savings and the anticipated commercial synergies exceeds ETE’s previous expectations and will help ensure that the duration of ETE’s distribution growth rate will be longer as a result of the transaction;
the introduction of cash into the transaction consideration has reduced the ETC share issuance by over 260 million shares (or approximately 18.5% of the overall ETC share issuance);
the number of possible opportunities to migrate assets within the Energy Transfer family and find additional commercial opportunities, not currently quantified, within the expanded asset base will increase significantly, thereby creating more value for ETP, SXL, WPZ and SUN, which in turn will result in increased cash flow growth for ETE;
the ability of ETE to broaden its overall shareholder base through the ETC structure; and
the creation of ETC will result in increased liquidity for ETE unitholders because of the option for ETE unitholders to exchange ETE common units for ETC common shares.
WMB Stakeholders
A compelling transaction that provides Williams’ stockholders with:
an attractive premium to the implied trading price of WMB assuming WMB traded in line with either the Alerian index or its midstream peers since the date of ETE’s initial offer;
a pro forma level of dividend per ETC common shares received that will exceed the 2016 dividend per WMB share that Williams had forecast on a pro forma basis for the Williams/WPZ merger;
ETC dividend growth superior to that of Williams on a pro forma basis for the proposed Williams/WPZ merger;
the option to elect cash in the transaction will allow Williams’ stockholders to monetize, on a taxable basis, all or some of their investment in WMB, subject only to the aggregate $6.05 billion pool of cash consideration being fully utilized;
the exchange of WMB shares for ETC common shares is expected to be tax free to WMB stockholders, except with respect to cash received;
for each outstanding ETC common share, ETC will receive from ETE the same cash distribution per quarter as ETE distributes with respect to each ETE common unit;
ETC will benefit from a dividend equalization agreement through calendar 2018 that ensures that ETC shareholders will receive the identical cash dividend as an ETE unitholder;
the CCR is intended to address any trading price differences between ETC and ETE during the two-year period following closing;
ETE will become co-obligor of Williams’ existing debt and Williams’ credit facility will be terminated at closing; and
ETC common shares are expected to have tremendous liquidity, a strong growth profile and the potential for inclusion in the S&P 500 index (similar to WMB’s current inclusion in that index).
WPZ Stakeholders
There is no expected impact to WPZ’s credit ratings as a result of the ETE/Williams combination;
WPZ unitholders will have greater distributable cash flow from material cost savings and synergies of up to $400 million per annum with WPZ joining the Energy Transfer shared service model;
the combination will create new commercial opportunities for WPZ, including the potential to acquire assets from the overall Energy Transfer group, that will improve WPZ’s business outlook, cash flow growth and overall financial profile;
WPZ unitholders will benefit from having a general partner, ETE, that, based on the unique intrinsic financial and strategic optionality in the Energy Transfer family, will be in a position to help WPZ fully realize its long-term growth potential;
and WPZ will receive a $428 million break-up fee for the termination of its merger agreement with WMB payable to all outstanding limited partnership units of WPZ including WMB’s approximate 60 percent ownership.
Regulatory Process and Transaction Timing
The closing of the transaction is subject to customary conditions, including the receipt of approval of the merger from Williams’ stockholders and all required regulatory approvals, including approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”). ETE and Williams anticipate that the transaction will be completed in the first half of 2016. There is no requirement for an ETE unitholder vote, providing additional deal certainty to Williams’ stockholders. The parties intend to commence the integration planning process immediately following receipt of HSR clearance to ensure that the implementation of the shared service model between Energy Transfer and WMB/WPZ is fully effective and functioning at completion of the merger.
Ist Willams übernommen worden oder ist der Deal geplatzt???
Williams Cos.Inc nun wieder über 20 Dollar
Trading Spotlight
Aktuell steht der (Brief-)Kurs bei rund 25,60 USD.
Lohnt jetzt noch ein Kauf? Alte Höhen (August 2015 rund 62,90 USD) wird dieser Wert m. M. n. wohl nicht wieder erreichen.
Lohnt jetzt noch ein Kauf? Alte Höhen (August 2015 rund 62,90 USD) wird dieser Wert m. M. n. wohl nicht wieder erreichen.
Antwort auf Beitrag Nr.: 52.998.859 von holgi-w am 05.08.16 15:46:48heute ein paar Ansichtsstücke geholt
Antwort auf Beitrag Nr.: 54.890.363 von R-BgO am 08.05.17 13:40:25Tach!
Ist ja schon eine Weile her, dass dieses Thema aktuell war.
@R-BgO: Warum heute bzw. jetzt? Was schwebt Dir vor?
Ist ja schon eine Weile her, dass dieses Thema aktuell war.
@R-BgO: Warum heute bzw. jetzt? Was schwebt Dir vor?
Antwort auf Beitrag Nr.: 54.890.642 von holgi-w am 08.05.17 14:06:44
Deswegen "getauscht"; Timing hat nix mit der Aktie zu tun.
Bigger picture:
Interessiere mich sehr für NatGas und insbesondere LNG; verfolge deswegen u.a. auch Cheniere, EPD, Santos, Oil Search, Liquefied Natural Gas (AUS), LNG-Importeure (Gas Natural, SDG, Klaipedos Nafta,...) und so ziemlich alles LNG-bezogene das schwimmt.
heute,
weil ich im Rahmen der Wiedervorlage bei Williams Partners angekommen war; mit denen will ich aber aufgrund der MLP-Problematik nix mehr zu tun haben.Deswegen "getauscht"; Timing hat nix mit der Aktie zu tun.
Bigger picture:
Interessiere mich sehr für NatGas und insbesondere LNG; verfolge deswegen u.a. auch Cheniere, EPD, Santos, Oil Search, Liquefied Natural Gas (AUS), LNG-Importeure (Gas Natural, SDG, Klaipedos Nafta,...) und so ziemlich alles LNG-bezogene das schwimmt.
OK, danke für Deine Antwort.
gestern kamen Zahlen
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Pipeline-Milliardendeal: Energy Transfer Equity will Williams schlucken
