The Tulsa Forum by TulsaNow

They've retained Barclays to essentially find more bidders:
http://www.wsj.com/articles/williams-cos-rejects-48-billion-buyout-offer-1434930560

The conventional wisdom is that Williams sector is due for serious mergers. If Williams is a loser in the merging, very bad news.

You would think Williams would be big enough to be the one buying other companies and not the other way around.

I really hope Williams goes on the offensive and does some acquiring.  If they are the one bought out, might as well start sending a fleet of moving vans to Houston.

ETE is based in Dallas.  ;)

Do you know much about where ETE's other major offices are at? Their HQ in Oak Lawn is tiny. I did see an article that said he would let Williams keep the name and HQ in Tulsa, so not sure if that was mean the WTZ (Williams Partners) that is merging into Williams or if ETE would become Williams and just ran by ETE management with the company staying HQ'ed in Tulsa?

Seems like a lot of analyst agree that this is just a stepping stone for Williams to get more $$$$ especially when you hire a broker (Barclays). Seems like money mangers are agreeing with the analysts too since Williams stock shot up to over $60.00 today.

Do you know much about where ETE's other major offices are at? Their HQ in Oak Lawn is tiny. I did see an article that said he would let Williams keep the name and HQ in Tulsa, so not sure if that was mean the WTZ (Williams Partners) that is merging into Williams or if ETE would become Williams and just ran by ETE management with the company staying HQ'ed in Tulsa?

Seems like a lot of analyst agree that this is just a stepping stone for Williams to get more $$$$ especially when you hire a broker (Barclays). Seems like money mangers are agreeing with the analysts too since Williams stock shot up to over $60.00 today.

Where are most of the Access Midstream employees working, OKC or Tulsa?  I've heard they kept their OKC office mostly intact but wasn't sure if some positions moved to Tulsa after they were acquired last year.

Interestingly, Williams saw a massive stock bump and ETE saw a drop. Williams market cap is now 45bil and ETE is 35bil.

Would be fun to see a turnaround in the bidding. :)

The market seems to be cooling to the deal today. Williams is well off the prices seen yesterday.

But in this deal who is buying who? This is an all equity deal, and ETE has a market cap right now of $34B and is offering $48B for WMB and I read they may go as high as $70 per share or about $53B. That would give Williams shareholders something like 60% of the resulting company. Wouldn't the board members from the Williams side control the company?

Samson filed Chapter 11.

http://www.tulsaworld.com/business/energy/samson-resources-files-bankruptcy-as-shale-bet-sours/article_660adca0-505a-5919-9e16-5ca21fef402e.html (http://www.tulsaworld.com/business/energy/samson-resources-files-bankruptcy-as-shale-bet-sours/article_660adca0-505a-5919-9e16-5ca21fef402e.html)

Dallas-based Energy Transfer Equity announced Monday morning that it would buy Tulsa-based Williams Cos. in a $37.7 billion merger deal.

Energy Transfer Equity LP will pay $43.50 per share, a 4.6 percent premium to Williams' Friday closing price of $41.60. Williams' stockholders can choose shares of Energy Transfer Equity affiliate Energy Transfer Corp., cash or a combination of both....

In a statement Monday, Mike Neal, president and CEO of the Tulsa Regional Chamber, urged the community to support the merger and praised the decision to keep Williams Partners headquartered in Tulsa.

Expect most have already heard, but here's the deal:

http://www.tulsaworld.com/business/williams-ete-announce-acquisition-in-billion-deal/article_9b556de8-0257-5986-9ac3-990ce8fedf74.html

What is Mike Neal talking about?

What is the main difference between Williams Cos. (WMB) and Williams Partners LP (WPZ)?  Obviously WMB is the larger entity and parent company of WPZ but how many people does each employ, do they share management/accounting or other business functions?  Just curious what having WPZ still HQ'd in Tulsa really means.  

I would be interested to see what impact ETE buying Sunoco and Southern Resources had on those companies locations in their respective cities.  That might be a harbinger of what's to come for Tulsa.  Best case scenario is just top level execs and some redundant positions move to the Dallas HQ and the bulk of operations, including the back office accountants, analysts, etc stay in Tulsa and operate Williams as an independent subsidiary, and things stay business as usual for WPZ.  The larger, more stable company is then able to actually create more jobs in Tulsa.  Again best case scenario..

The word I'm getting is that this is unlikely to bring a visit from the Governor or much from the Tulsa Mayor.

Come on, this is no proposed sidewalk in need of canceling. What do you expect? The mayor can't be everywhere.

Come on, this is no proposed sidewalk in need of canceling. What do you expect? The mayor can't be everywhere.

Curiously, the media release characterizes the purchase as a "merger" when it is nothing of the sort. The board is trying to make it more palatable to Williams shareholders, I suppose. And the respite for Williams Partners, LLP, is illusory. ETE will own 60% of WP, e.g. controlling interest. Once the "merger" is complete and Williams Cos no longer exists, what would stop ETE from "merging" with Williams Partners, just as Williams Cos was going to do? What is Mike Neal talking about?

The usual rules apply. Mergers and acquisitions only make sense if the costs of the resulting larger entity are lower than the costs were for the separate entities before the closing of the transaction. Revenues never increase as a result of a merger or acquisition. It is always costs that are forced to decrease, usually through layoffs of redundant personnel and closing of surplus facilities.

Williams has a history of some pretty stupid if not corrupt decisions. Williams Communications comes to mind. My brother lost a large piece of his life savings in that fiasco. Then there was the outsourcing to IBM of key IT functions that resulted in higher costs to the company and lower performance of those functions. They ended up re-insourcing some of the outsourced departments. Smart people.

Merger is an oxymoron

I was speaking with a few TU students last night, one of whom has been interviewing for summer internships. I ask him if he had any interviews and he said an interview with Williams Companies went well. BUT...

When they called back after the interview, which was about a week after the sale was announced, he was told that all internships for the summer have been canceled.

Ouch. So there goes 100 young people from across the nation that would have spent a summer in Tulsa. The effect was much sooner than I thought... (unless it is unrelated)

I heard the Denver office was just shut down. My wife has a relative that's been there 26 years and is just hoping to make to the end of the year.

“Having the CFO leave before the deal closes, maybe before the financing deal closes, looks pretty bad,” said Jay Rhame, who co-manages $2.5 billion in utilities and energy infrastructure at Reaves Asset Management, a Williams shareholder. “So I think people are looking at a pretty low probability on the deal actually closing. I think it probably points to bigger problems than what’s publicly known right now.”

Wall Street Journal is on board now, not calling the deal dead itself, but quoting hedge fund managers assuming the deal is dead:
http://blogs.wsj.com/cfo/2016/02/08/cfo-departure-at-energy-transfer-equity-rattles-investors-raises-merger-questions/

If the deal fails, it is probably good news for Tulsa in the long run. The bad news is that it is a reflection of how bad the energy sector is right now. William's largest client (and outstanding line of credit) is reported to be Chesapeake - who has been fighting of rumors of bankruptcy and seen their stock slip below $2 (peaked at $67 in 2008, flirted with $30 in 2014). I know it is a boom or bust cycle, but with the same people involved 3 times in the same lifetime - you'd think, well, sheesh!

WPX had the Denver office, not WMB.  WPX split off from WMB a few years ago.  Totally different company.

WPX just shut down their OKC office.

Apparently, they had trickled down to 80 jobs from what I read.  

OKC is starting into tough times not unlike the early/mid 1980’s.  Optimism is way off.  According to my son-in-law who works as a rep for a construction supply company, OKC’s building permits are off by roughly 1/2- year over year.  Tulsa is still plodding along at near the same rate.

You start sloughing off that much fall off industry like construction and it’s an indicator of all the other business that is likely suffering or will.

Seems odd since OKC has so much government-based jobs between being the seat of state government and all the federal jobs with Tinker, FAA, etc.

I’m simply glad I sell steam and hot water in my day job.  It never goes out of style.

Apparently, they had trickled down to 80 jobs from what I read.  

OKC is starting into tough times not unlike the early/mid 1980’s.  Optimism is way off.  According to my son-in-law who works as a rep for a construction supply company, OKC’s building permits are off by roughly 1/2- year over year.  Tulsa is still plodding along at near the same rate.

You start sloughing off that much fall off industry like construction and it’s an indicator of all the other business that is likely suffering or will.

Seems odd since OKC has so much government-based jobs between being the seat of state government and all the federal jobs with Tinker, FAA, etc.

I’m simply glad I sell steam and hot water in my day job.  It never goes out of style.

Devon Energy Corp. said Tuesday it will lay off about 1,000 employees, including 700 in Oklahoma City.

The Oklahoma City layoffs are expected to complete by Thursday, the company said.

The Oklahoma City oil and natural gas company said it will reduce its workforce by 20 percent in the first quarter of 2016, marking a total cut of about 25 percent over the past 12 months. A Devon spokesman said the company had 5,000 employees as of the end of 2015.

"Devon has taken these and other cost-reduction actions primarily as a result of the current commodity price environment," the company said in a statement Tuesday. "The company must reduce expenses across the entire organization to maintain its financial flexibility and competitiveness."

Another 600 employees will be affected by the sale of non-core upstream assets, the company said. Most of those cuts will be field-level positions.

"In most cases, we expect these individuals will go work for the acquiring companies," the company said.

Also Tuesday, Devon said it had a net loss of $4.5 billion, or $11.12 cents a share, in the fourth quarter, driven largely by a non-cash, asset impairment charge of $5.3 billion. In the year-ago quarter, Devon recorded a loss of $408 million, or $1.01 a share.

Adjusted for the accounting charge, the company posted core earnings of $319 million, or 77 cents a share. Core earnings for the year were $1.04 billion, or $2.52 a share.

Lets build a great big tower....Instead saving our money for leaner times.....!!!!

As much as I agree with the curse of the sky scrapper (see, e.g., Wililiams, WilTel, MidCon, City Services...), it almost certainly would make the same move even if it had whatever cash it spent on that tower in reserve. The tower cost about $750mil, or about $5mil a month on a 15 year note. They lost $5.2 Billion last quarter, so pretending that the tower was a bad investment (I have no knowledge either way) and pretending it is a complete sunk cost (that is, they didn't have to pay rent if they didn't have this tower) - it accounted for 1/3 of 1% of their losses.

All that said, 700 energy jobs out the window really hurts. Will also essentially abandon 10-20 floors of that new shiny building. Hope the bleeding doesn't get too bad.

Lets build a great big tower....Instead saving our money for leaner times.....!!!!

The Tower could be a more solid recession-resistant sources of positive cash flow during tough times for oil & gas, depending on how much they lease out. Especially considering they don't have to rent prime downtown office space which could come at more of a premium than owning. It is certainly a risk, it is  nice when companies put such large investments into building nice headquarters in our downtowns. That really changed the skyline and vibe of downtown OKC (without it, the downtown was small and very dated looking).

> Also Tuesday, Devon said it had a net loss of $4.5 billion, or $11.12 cents a share, in the fourth quarter, driven largely by a non-cash, asset impairment charge of $5.3 billion. In the year-ago quarter, Devon recorded a loss of $408 million, or $1.01 a share.

This  math didn't make sense - 11.12 cents a share would mean billions of shares. The net loss was $11.12 dollars per share.

I hate to say this, even WITH the tower, it's still pretty dated looking.  Tulsa's isn't a lot better but there is some symmetry to the Tulsa Skyline.  Not so much so now with Devon Tower and OKC.

I hate to say this, even WITH the tower, it's still pretty dated looking.  Tulsa's isn't a lot better but there is some symmetry to the Tulsa Skyline.  Not so much so now with Devon Tower and OKC.

Tulsa's skyline is indeed dated, other than WilTel and Cimarex there haven't been any high rises added in the past 30 years, and neither of those are skyline-altering.  That being said Tulsa has a very nice skyline and punches well above its weight.  The skyline viewed with the river from the pedestrian bridge is fantastic.  Add a couple more modern glass towers (NOT like Devon but maybe in the 400-600 ft range) and you would have a pretty impressive skyline and a better one than many larger cities.

Honestly, between 1960-1990 the best use of prime downtown land was reverting to prairie?. 

In terms of corporate HQ, Devon’s tower makes more sense than Chesapeake’s sprawling campus in Nichols Hills.  It’s only a matter of time before Chesapeake hits the auction block or BK's.  It’s long been managed with a wildcatter mentality.

I just bought CHK stock. I don't have much but I had a sense that they had bottomed out. We will see.

I paid $1.60 a share on Thursday and it closed today (the following Wednesday) at $1.88. I don't expect much more gain in the short term and it is all still at risk, but I have a target sell price and am very happy with my quick results. If they keep rising and can deal with some debt, I think they are still a solid investment for me.

If it keeps up this momentum, it is good for Oklahoma.

I just bought CHK stock. I don't have much but I had a sense that they had bottomed out. We will see.

I paid $1.60 a share on Thursday and it closed today (the following Wednesday) at $1.88. I don't expect much more gain in the short term and it is all still at risk, but I have a target sell price and am very happy with my quick results. If they keep rising and can deal with some debt, I think they are still a solid investment for me.

If it keeps up this momentum, it is good for Oklahoma.

I just bought CHK stock. I don't have much but I had a sense that they had bottomed out. We will see.

I paid $1.60 a share on Thursday and it closed today (the following Wednesday) at $1.88. I don't expect much more gain in the short term and it is all still at risk, but I have a target sell price and am very happy with my quick results. If they keep rising and can deal with some debt, I think they are still a solid investment for me.

If it keeps up this momentum, it is good for Oklahoma.

Up another ten cents yesterday to $1.98. That is 30% in a week. I suspect flattening out for the following week, but still optimistic for the stock to get to $2.50 in 2016. Then I will sell.

Chesapeake stock going crazy today. It is at $2.47 with three hours till close of trading.

The stock is up over over 50% in less than ten days.

I am a genius.

Chesapeake stock going crazy today. It is at $2.47 with three hours till close of trading.

The stock is up over over 50% in less than ten days.

I am a genius.

You should take your $79 and run.....

http://www.nytimes.com/2016/02/26/business/dealbook/once-a-coup-energy-transfer-deal-becomes-a-nightmare.html?ref=business&_r=0 (http://www.nytimes.com/2016/02/26/business/dealbook/once-a-coup-energy-transfer-deal-becomes-a-nightmare.html?ref=business&_r=0)

$6 billion in cash is hard to turn away from.

Sold my Chesapeake shares with an automated trade at $3.00 The stock went up another 40 cents today, but I am glad I got out before it got too weird.

At $3.96 this morning.  With oil prices starting to move northward again, it’s only a matter of time before energy stocks rebound.

Blood Money.....!!

Closed at $4.29

Lots of money to be made out there.

Yeah, but 10,000 shares sure cost a lot more than they did two weeks ago.  ;D

There’s still the possibility they could go BK in spite of their protestations otherwise.  If Aubrey had still been at the helm, it would be quite a bit less likely they will survive intact.

Heard 10% layoffs at Williams by the end of the month.  Almost 700 people.

Heard 10% layoffs at Williams by the end of the month.  Almost 700 people.

Ouch, that's a big ol' punch in the face for Tulsa.

I'm sure the Chamber, the mayor and the governor have a plan though

(http://www.skiptoncareers.com/img/hero-telephone-call-taker.jpg)

At least someone made some money, right?  Can the BOK Tower be converted into one of the new high end lofts that nobody can afford?

New filing by ETE today and it's not good news.

ETE and WMB have also been analyzing other steps to reduce general and administrative expenses. ETE has determined that it will be necessary to consolidate corporate offices and headquarters of ETE and WMB in Dallas, Texas in order to achieve the appropriate overall reduction in general and administrative costs for the combined company and headquarters and, as a result, the current presence of WMB in Tulsa, Oklahoma and Oklahoma City, Oklahoma will need to be significantly reduced, particularly with respect to the finance, accounting, engineering and construction, legal, human resources and information technology functions, or potentially eliminated. 


http://www.sec.gov/Archives/edgar/data/1648098/000119312516514627/d80568ds4a.htm 

According people I know there, this was always going to be what happened. This isn't actually new.

But, also it's less and less likely the deal happens.

I had read somewhere that they were beyond the point of no return, that ETE would rather get out of this but cannot at this point.  I mentioned that to a friend today and he said shareholders have not signed off yet.

Anyone know if that’s the case?

I had read somewhere that they were beyond the point of no return, that ETE would rather get out of this but cannot at this point.  I mentioned that to a friend today and he said shareholders have not signed off yet.

Anyone know if that’s the case?

They were eliminating a competitor, pure and simple. Ill conceived at this point, but enough people obviously thought it was worth it.

Correct. Shareholders still have to vote. If they vote no, which several major shareholders have voiced they will be voting no (that doesn't happen often on mergers/acquisitions) Williams would then be on the hook for $50 million + in expenses to ETE.

The biggest question still remains - where is ETE going to raise $6 billion in cash at this point to complete the deal? The equity/debt markets are f***** for energy businesses and ETE's market cap now is about $7 billion. They just did a public offering to help raise cash and barely raised $200 million. They looked into selling Sunoco (which they did the same thing with Sunoco they will do with Williams - moving the staff to Dallas and keeping the legal headquarters elsewhere), but Sunoco was only valued at $2 billion.  

This entire thing is just mind blowing in how horrible the deal is for both companies and they are just driving the ship straight into the iceberg. A few people on Williams board are about to get very wealthy from the cash buyout portion. ETE/Williams will likely be on the auction block in bankruptcy in by the end of 2018 if the deal isn't redone or cancelled somehow.

WPZ will retain it's headquarters address in Tulsa. WMB however will be gutted. This means probably 80%-90% of the Oklahoma staff will be gone so ~700 in Tulsa is my guess.

Just another mind blowing thing is ETE will OWN Williams Center... meaning no lease payments. But hey, let consolidate, pay people to move to Dallas, and lease $30-40 per sq. ft. office space in Dallas.... brilliant business move when you're trying to save money. Over 10 year for 100,000 sq. ft. is about $40-50 million in lease costs!! They could consolidate the Houston, OKC, Pittsburg offices into Tulsa and save probably $200 million in lease costs by having everyone in a property they ALREADY OWN! Dumb, dumb, dumb... and Tulsa is down another Fortune 500 company, just sickening.

OH! And another interest tid-bit. That $2 billion in synergy & savings they raved about in this deal? Well now they're saying it will only be about $150-200 million in savings... What? Talk about fraud.

I have a funny feeling that ETE is trying to make Williams pull the plug so they don't have to do it themselves.  Hence, a bombshell about destroying the Tulsa office knowing that it'll create a buzz to push them towards cancelling the deal.  Both sides are cowards and need to admit they screwed up and agree to a mutual walk-away.

I have a funny feeling that ETE is trying to make Williams pull the plug so they don't have to do it themselves.  Hence, a bombshell about destroying the Tulsa office knowing that it'll create a buzz to push them towards cancelling the deal.  Both sides are cowards and need to admit they screwed up and agree to a mutual walk-away.

How do board members and hedge funds have this much power over the economy of a city? I feel like a community should have legal ground to stop something like this if it's going to hurt their economy on such a large scale.

This is the deal, if Williams kills the deal they owe ETE $1.48 billion, if ETE kills the deal they owe Williams a couple of billion dollars and from what I have read ETE doesn't have that much cash. This is now all about who pays who to kill the deal.

I agree ETE may just be hoping that Williams shareholders kill it outright so they don't owe Williams billions of dollars and that's the reason for this filing.

 

Oklahoma Gov. Mary Fallin, Tulsa Mayor Dewey Bartlett Jr. and Tulsa Regional Chamber President Mike Neal are headed to New York City on Friday to try to persuade the Williams Cos. to stay in Tulsa

They plan to visit with Frank MacInnis, chairman of the Williams Cos. board of directors.
Fallin announced the trip during a speech at a Tulsa Regional Chamber forum Tuesday night and said the same to the World in an interview afterward.
Her announcement comes after Williams’ continued presence in Tulsa was cast into doubt by a Securities and Exchange Commission filing from Energy Transfer Equity, a Dallas-based midstream company that is trying to merge with Williams and form one of the largest pipeline companies in the world.
The filing said that if the merger goes through, most of Williams’ Tulsa operations will be cut or moved to Dallas.
“On Friday I’m going to go up with a group of business leaders and the mayor to talk to the chairman of the board of the Williams Cos. and tell them how much we appreciate Williams being in Tulsa. … We want to keep our jobs. We want to keep their investment here. We want them to know that it’s important for them to stay in Tulsa,” she said after her speech.
When asked by the World if any sort of incentives or economic development tools would be offered to keep Williams in Tulsa, Fallin said, “I think going there personally with some of our top business leaders, mayor and governor coming to the chairman of the board of Williams Cos. and saying, ‘Don’t leave. We want you here. What can we do to help?’ ”
MacInnis was among the eight Williams directors who voted in favor of the merger agreement that was announced Sept. 28.
Five board members, including Williams CEO Alan Armstrong, who is based in Tulsa, voted against the deal.

http://www.tulsaworld.com/business/employment/n-y-or-bust-governor-tulsa-leaders-heading-to-new/article_f452e551-dab6-5570-90b5-de28d5a5c899.html

http://www.tulsaworld.com/business/employment/n-y-or-bust-governor-tulsa-leaders-heading-to-new/article_f452e551-dab6-5570-90b5-de28d5a5c899.html

Dewey seems like someone who would be rude to the flight crew and would constantly be kicking the back of your seat. Fallin seems like she would be sticky if you accidentally bumped into her and probably smells like a combo of old lady perfume and self-righteousness.

Maybe good ‘ol Mary will give the chairman the "trooper treatment”.

LOL, complaining about them going to try to talk the chairmen of the board out of it?
Would you rather they do nothing?

I'm for them doing whatever the hell they can to stop this deal.

LOL, complaining about them going to try to talk the chairmen of the board out of it?
Would you rather they do nothing?

I'm for them doing whatever the hell they can to stop this deal.

I suspect doing nothing by the people making the trip would be much more effective.... And is that an expense paid by taxpayers trip to New York for a few days of expense account hotel and dining??   At the same time we are in a billion and a half dollar hole??

What I'm saying is I sure hope Williams doesn't use this as an excuse to pull a Citgo and demand payola.

I'm sure they flew commercial  ::)

Speaking of, does Williams still keep their two jets here in Tulsa? I used to work across from their hangar.

That was my thought. 

That and the mayor calling the governor and saying, "Hey there lover...when was the last time you saw New York?"

LOL, complaining about them going to try to talk the chairmen of the board out of it?
Would you rather they do nothing?

I'm for them doing whatever the hell they can to stop this deal.

They are likely going to file bankruptcy.....

Stock at $6 share now. Good call. 👍

Tell me how meeting with the Chairman of the Board of Director for WILLIAMS will make ETE keep jobs in Tulsa? It is a smoke and mirror show for the press that if/when the deal closes and ETE lay's off 1,000 people in Tulsa and 400 in OKC the Mayor and Governor can go remember we flew to NYC and did everything we could.

Why are they not in Dallas talking to the people who said they want to close the Oklahoma operations? Why? Well they're busy flying to NYC to talk to someone who has no influence on that. That is why this pisses me off. If Williams manages to get out of this merger, any job losses will be more up to the price of oil than them not wanting to be in Tulsa. Alan Armstrong the CEO is one of the biggest corporate Tulsa cheerleaders we have, why would he significantly downsize Williams in Tulsa unless it was the only way to stay afloat. Again they are wasting tax payers money on this trip to make it look like they are attempting to do something.

Hey Fallin, Bartlett - GO TO DALLAS AND TALK WITH ETE ABOUT KEEPING JOBS IN OKLAHOMA!!!! That would be productive.

It sounds like you don't know much about their CEO and the history of this deal.
Their HQ is actually in Houston.

I think the point is to work toward the deal not happening vs just keeping jobs in Tulsa.

Once a merger is complete it's the acquired companies sites that lose jobs. That's the nature of a merger/acquisition.

Uh what? Energy Transfer Partners HQ is in Oak Lawn - 3738 Oak Lawn Ave, Dallas, TX 75219 to be exact. They also have a significant office presence in the North Park area (they just moved most of the Sunoco operations there which raided Sunoco's Houston and Philly staff). They also have a significant office presence in the Preston Center area.

Link 1: http://www.bizjournals.com/dallas/news/2016/02/16/behind-sunocos-headquarters-relocation-to-dallas.html
Link 2: http://www.philly.com/philly/blogs/inq-phillydeals/Sunoco-LP-moving-to-Texas.html

The Williams board can not change their stance even if they want to now unless you think them paying $2 billion in break up fees is a smart business move. Talking to the Chairman for Williams means nothing, besides maybe if the current lawsuit is ruled a violation of the merger agreement which might allow Williams board to get out of the deal. Otherwise any future staffing decision will be up to ETE - not anyone related to Williams. Even a violation of the merger agreement doesn't mean Williams will have any option out other than to pay the enormous breakup fee. ETE has no way to break up the deal the way the merger agreement was structured. It's even been called one of the most iron clad merger agreements written. The odds of this merger happening are significantly more than it dissolving, even as horrible as most investors think it is.

Kelcy Warren lives in Preston Hallow. You know, the CEO of ETE. Preston Hallow is a neighborhood in Dallas by the way, not Houston.

So yes, I know nothing about this deal  ::)

The odds of this merger happening are significantly more than it dissolving, even as horrible as most investors think it is.

The world of investors disagrees with you. They put the odds of the deal happening at less than 50%. Hence, Williams trading at $18 when the bid is $43.50. If the deal was seen as likely to go through, there is no reason NOT to hold $43.50 worth of stock you can buy for $18. Buy, hold, deal closes, sell. POOF 150% profit. But most investors seem to think the deal doesn't go through.  Hence, $18 and falling.

Several sources have hinted that ETE is trying to scuttle the deal by making Williams Shareholders vote it down. They have reduced the predicted synergy savings from $2bil to a few hundred million (with $6Bil in new debt they may not be able to raise). They violated the BOD by offering convertible shares (effectively diluting William's shareholder value by 7%). They have made public plans to gut most of their white collar jobs (Williams employs more than ETE, and they are gutting Williams white collar jobs) who are almost all shareholders to some extent.  After unnecessarily filing plans to gut Tulsa and OKC they announced plans to incentive ETE management to stay on - when the industry is tanking, where are they going to go?

The only way out where no one has to pay is if the shareholders vote it down. Williams Board is utterly powerless, if they even suggest to shareholders they should vote it down they owe $1.4B. If ETE backed out they owe a few hundred million and look weak (remember, their founder runs it and has an ego). Williams could play chicken and call ETEs ability to raise the $6bil, causing them to breach and trying to collect breach fees. OR... the companies could put adults in the room and decide this doesn't work anymore.

/wishful thinking?

Yea, my bad on big D. Too many Houston folks involved...
Sunoco is actually PA I believe though.

Either way, as mentioned in the lawsuit, Warren doesn't want anyone telling him how to run his business and didn't even listen to his former CFO who put the deal together when he said it wasn't going to work under current market conditions. I doubt he would even give the governor and the mayor the time of day.

This is a bit overstated. Yes there is a spread between the value of the original offering and where both are trading now - which does signal that most investors are shying away from this merger. However, the main reason Williams stock is $18 is the decline in oil prices, not the merger. Every oil/gas company has lost similar value in their stock since. The spread is actually only about -10%, but most mergers you see the opposite - you can't pin the entire decline of the stock on that, it's 90% because of crude prices.

If investors believed the deal was going through, the price of crude would be irrelevant. Who cares if the new company can't make money? Who cares if ETEs debt structure is unmanageable? If you are getting $43.50 worth of cash and equity for your share of Williams, what happens after doesn't matter at all.  As long as I cash out before the bankruptcy, I'm golden.

Energy prices matter because investors no longer think the deal makes sense, that it can be financed, and are losing faith that it will happen. Hence, the share price is reflecting the value of the company + risk. It isn't reflecting the but out bid.

Halliburton is merging/buying Baker Hughes in another huge energy infrastructure deal. The variance between bid price and current share price is 40% and that is the second highest spread on the board right now.  The variance on the Williams deal is 160%. Both are heavily dependent on energy prices, and while both indicate significant risk --- only one is monstrously out of whack.

There are entire groups of investors inside the big houses who specialize in merger arbitration (http://marketrealist.com/2014/06/merger-arbitrage/) (risk arbitration). Spreads of 5-10% are fairly common. Spread above that indicate risk. In 2007 only 5% of deals that closed had spreads above 15% (http://www.analysisgroup.com/uploadedfiles/content/insights/publishing/jetley_and_ji_shrinking_merger_arbitrage_spread.pdf) (p. 57, 2007 represents the most recent data in the publication).  Larger spreads in the 40 and even 50% range were seen in the 95% end of the scale during the 1990s, but nothing like 160%.  Successful deals see the spread narrow, failed deals see the spread gap further. 

If someone thinks a deal is going to happen, they buy the stock at the 10% discount, wait for the close, and cash out. Easy 10% short term gain. In the Williams case, you could net a 160% gain in a matter of months if this thing closes. Yet investment houses aren't jumping it.

Sunoco is actually PA I believe though.

Maybe i'm confused, but are you saying that the only reason their stocks have decline is solely on the merger? If so, that's just not true. The stocks have declined because of oil prices. Which in turn means their incomes/revenue decline. That makes a merger less than ideal, because as oil prices remain low - the synergies and ability to maintain Williams by ETE becomes more complicated. Not to mention the financing of the $6 billion in cash that you mention (which I still have no idea how they will do given the current equities market for oil/gas). I assume some bank will be stupid enough to finance it, but it will likely be at an astronomical interest rate. Now some have questioned the true synergies the companies would create, but again that is not the reason for the huge discount/spread that has been created - it's because of oil prices.

In the same sense, your saying that if it was a good deal then the stock prices should have rose? Even as oil prices declined. That just doesn't make sense to me, but I might be misunderstanding what you are saying.

Warren made a huge bet - he thought he was getting Williams on the cheap and that oil prices would rebound back to $75+ by this year, well they didn't. Because of that, and the likelyhood oil will be $40 through 2016 and probably 2017... his ego could be the undoing of his empire. The investment houses know this, and it's the same reason any other oil/gas mergers have similar spreads.

It certainly used to be in Philadelphia, PA.  Our family moved to Oklahoma from near Philly because of the "merger" with SunRay DX.

The one where Sunoco bought Sunray DX and took over - not much of a merger.  Then really did a number on it.  More of a rape and pillage event.  Problem is they had a lot of very good people in both Tulsa and Philly doing the work, with idiots at the top level running the show.  I bet your Dad was one of the good ones.  His bosses, bosses, bosses were idiots.  As were my Dad's....


Who in the world would ever think that getting out of exploration and production, at a time of massive crude price uncertainty, was a good idea...??   You can't go to the open market and pay $4.00 a gallon for crude from your competitors....


Red, don't know if you have found this before, but it's kind of interesting early history of DX.

http://www.oldgas.com/shoptalk/ubb/Forum4/HTML/001829.html

I have two generations of that company in my family.  My grandfather worked for them from around 1948 to his retirement in the early 80s.  My dad worked for them from 1980 until his retirement in 2000 or so.  It was very nearly three generations as I was interviewed but ultimately found better work.  During those times my dad and grandfather both worked for them (and actually my grandmother worked as a part time nurse for them also) they were a great organization to work for.  In the later years, not so much I guess.

Than you erfalf.

I'm not sure how I can be more clear. If Williams company announced it was no longer producing anything, it should have a minimal effect on their stock price because they are under a contract with ETE saying everyone who owns Williams stock gets $43.50 a share. As long as people think the contract is going to be executed, the piece of paper is worth $43.50 regardless of how worthless the underlying company now is.

Let me try an analogy:

I am the proud owner of the photography book Tulsa, by Larry Clark. My copy is a signed copy worth about $50 new, lets say it is worth $43.50 used. I sell it to you for $43.50 and you write me a check (we could make this more complicated and say I agree to give you the book at a late date, but it is not necessary to illustrate the point). Instead of going to the bank and cashing the check, I decide to sign it over to someone else.

If you write me a check for $43.50 and everyone thinks you have $43.50 in the bank, people are willing to pay pretty darn close to $43.50 for me to sign that check over to them (with a slight risk arbitration factor because there is some hassle, some delay, and some risk it won't clear). Only if they think the consummating transaction isn't going to happen (that is, the check won't clear) would I be unable to find a buyer somewhere above the $30 mark.  Once you write the check (sign the contract) no one gives a damn if the book I sold you is really worth $43.50. It's only weather or not the check will clear.

So if you write me a check for $43.50 and I can't find someone to pay $20 for it - it is a reflection NOT on the value of the DVD I sold set I sold you, but rather on the fact that people don't think that check is going to clear. If Larry Clark starting giving away that book by the truckload, your check should still be worth close to $43.50 if people thought you had the money in the bank to cover it.

Ergo, int he Williams transaction - the underlying value of the Williams stock is only relevant in so far as it may be a reflection that the deal will not happen. Energy prices are only relevant in so much as they are a reflection that the deal won't happen. By signing the contract to buy Williams shares for $43.50 each, ETE has written a check. People just don't think it is going to clear.

From what I understand of the merger agreement is that it was valued at $43.50 - doesn't mean that is the value of it today. ETE agreed to purchase Williams at $6 billion in cash with a ratio of 1.5274 per share. As 63% of the total value of this merger agreement is based on a ratio of the stock, your analogy isn't the same. The only way that would be similar is if ETE was purchasing Williams for 100% cash/check/etc. If I tried to purchase your album with $8 in cash and 1.5 shares of ETE stock valued at $35.50 - people wouldn't be falling over themselves because it's guaranteed to stay at that amount. They would look at the fundamentals of ETE, it's long term profitability, market factors, etc. and say they is not that great of a deal because oil prices have tanked and are not recovering. While I originally purchased that album for $43.50, since the transaction took say a year - I'm now only purchasing it for approximately half the value due to the extreme market conditions in the oil industry between when we agreed on this purchase and today.

So today if it works out even, $6 billion cash and equal ETC stock. Each Williams shareholder will get $8.01 in cash, and $14.08 in ETC common stock (at the 1.5274 ratio - as it is hooked to ETE stock value, and guaranteed for 2 years only). Meaning that the true value of this deal isn't $43.50 per share, it's really only $22.09 per share at the moment. Because it's a variable based on the value of ETE stock - that means the value of this deal is very dependent on oil prices. Declining revenues in ETE because of suppressed oil prices is where the majority of the risk of this merger is coming from. The spread comparison from $43.50 to me is misleading, and not a true representation of the current value of the deal.

http://www.streetinsider.com/Corporate+News/Energy+Transfer+Equity+(ETE),+Williams+(WMB)+Enter+$37.7B+Merger+Agreement/10923029.html (http://www.streetinsider.com/Corporate+News/Energy+Transfer+Equity+(ETE),+Williams+(WMB)+Enter+$37.7B+Merger+Agreement/10923029.html)

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.

There is obviously the chance of some variation depending on how much cash people request, the exchange ratio of ETC could go up/down some from the 1.5274.

Edit: I'll add that as the value of the current deal is about $22.09 (cash/ETC stock) as Williams is currently trading $17.79 - that is only 80.5% of the value of the merger agreement. So I'm not doubting that investors see this as a bad deal - but it's not a 160% spread.

From what I understand of the merger agreement is that it was valued at $43.50 - doesn't mean that is the value of it today. ETE agreed to purchase Williams at $6 billion in cash with a ratio of 1.5274 per share. As 63% of the total value of this merger agreement is based on a ratio of the stock, your analogy isn't the same. The only way that would be similar is if ETE was purchasing Williams for 100% cash/check/etc. If I tried to purchase your album with $8 in cash and 1.5 shares of ETE stock valued at $35.50 - people wouldn't be falling over themselves because it's guaranteed to stay at that amount. They would look at the fundamentals of ETE, it's long term profitability, market factors, etc. and say they is not that great of a deal because oil prices have tanked and are not recovering. While I originally purchased that album for $43.50, since the transaction took say a year - I'm now only purchasing it for approximately half the value due to the extreme market conditions in the oil industry between when we agreed on this purchase and today.

So today if it works out even, $6 billion cash and equal ETC stock. Each Williams shareholder will get $8.01 in cash, and $14.08 in ETC common stock (at the 1.5274 ratio - as it is hooked to ETE stock value, and guaranteed for 2 years only). Meaning that the true value of this deal isn't $43.50 per share, it's really only $22.09 per share at the moment. Because it's a variable based on the value of ETE stock - that means the value of this deal is very dependent on oil prices. Declining revenues in ETE because of suppressed oil prices is where the majority of the risk of this merger is coming from. The spread comparison from $43.50 to me is misleading, and not a true representation of the current value of the deal.

http://www.streetinsider.com/Corporate+News/Energy+Transfer+Equity+(ETE),+Williams+(WMB)+Enter+$37.7B+Merger+Agreement/10923029.html (http://www.streetinsider.com/Corporate+News/Energy+Transfer+Equity+(ETE),+Williams+(WMB)+Enter+$37.7B+Merger+Agreement/10923029.html)

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.

There is obviously the chance of some variation depending on how much cash people request, the exchange ratio of ETC could go up/down some from the 1.5274.

Edit: I'll add that as the value of the current deal is about $22.09 (cash/ETC stock) as Williams is currently trading $17.79 - that is only 80.5% of the value of the merger agreement. So I'm not doubting that investors see this as a bad deal - but it's not a 160% spread.

This was too good of a picture...

(http://s23.postimg.org/aosqbf4gb/Slide1.jpg)

She's damned if she doesn't go and looks like a Democrat big spender if she does. Tough spot. Oklahoma is rudderless.

She's not talking to sleeping with the right people.

I am sure the local population has a more favorable memory of  SunRay DX than anyone from Sunoco associated with the merger with DX.  It starts with those A$$holes from the east don't know anything about pipelines, completely neglecting the fact that petroleum pipelines existed east of the Mississippi River before anything in Oklahoma.

My memory of DX gasoline was that it gummed up my carburetor.  My dad worked for Sunoco/Sunray DX but I bought Texaco gasoline on a my dad's credit card for my car.  DX gasoline was crap.

From what I understand of the merger agreement is that it was valued at $43.50 - doesn't mean that is the value of it today. ETE agreed to purchase Williams at $6 billion in cash with a ratio of 1.5274 per share.
. . .
Edit: I'll add that as the value of the current deal is about $22.09 (cash/ETC stock) as Williams is currently trading $17.79 - that is only 80.5% of the value of the merger agreement. So I'm not doubting that investors see this as a bad deal - but it's not a 160% spread.

Williams Cos. (NYSE:WMB) shareholders just got another dose of merger torture.

The stock tumbled 13% in 15 minutes on Monday after its merger partner Energy Transfer (NYSE:ETE) announced what appears to be its latest gambit to get out of the deal--its lawyers may not be able to deliver a 721 Opinion that the securities transfers involved would not be a taxable event. The opinion is required for the deal to close.

Williams, which is already in court with Energy Transfer over another merger issue, said it disagreed with the interpretation. Its stock recovered by the close but still was down 5% for the day.

ETE shares surged on hopes the merger would be canceled. The chart shows the symmetry of the reactions.

Energy Transfer's CEO said yesterday that they "Can't close the William's deal." He blamed it on the tax opinion, but later said he would close the deal if William's dropped the demand for $6 Billion in cash. I feel the need to point out that I would close on almost any negotiated deal if the other party agreed to drop the price $6Bil. An all stock deal might also enable the mysteriously stuck tax opinion to be freed up from Energy Transfer's law firm.

http://www.nytimes.com/2016/05/06/business/dealbook/energy-transfer-sees-a-way-out-of-its-williams-pipeline-deal.html?_r=0
http://www.reuters.com/article/us-williams-m-a-idUSKCN0XW1G8

Both stocks are up on news of the deal taking a step closer to death.

I have very limited knowledge of such things, but how difficult is it for an employee-led buyout of a company like Williams?  I’d love to see the future of Williams secured here in Tulsa and board members who favored this transaction removed.

ETE seeks court ruling to allow termination of Williams merger

Related story: Williams gets SEC approval needed to mail ballots for merger vote

Related story: Date announced for Williams shareholder vote on ETE merger

Energy Transfer Equity announced Thursday that it is seeking a court decision that Williams has breached the merger agreement the companies made on Sept. 28 and that for that reason ETE is entitled to terminate the agreement.

The request for the declaratory judgement is part of an affirmative defense and counterclaim that ETE has filed in response to the lawsuit brought by The Williams Cos. Inc. in the Delaware Court of Chancery on May 13. The counterclaim documents were filed under seal on May 20.

According to the press release issued Thursday, the counterclaim alleges that Williams has breached the merger agreement entered into with ETE on September 28, 2015, by, among other things:

the Williams board of directors modifying or qualifying its approval and recommendation of the merger by, among other things, (i) modifying, qualifying or disclaiming the fundamental bases for its original recommendation of the merger, including by concluding that the fairness opinions obtained by the Williams board of directors are no longer reliable and declining to obtain new fairness opinions, (ii) refusing to reconfirm its recommendation of the merger that was made on September 28, 2015 in the face of such disclaimers, and (iii) consistently making public statements implying that the Williams Board supports enforcing the merger agreement as opposed to completing the merger;
refusing to cooperate with ETE’s efforts to finance the merger;
failing to use reasonable best efforts to complete the merger; and
suing Kelcy Warren, the chairman of the board of directors of ETE’s general partner, personally in Dallas County, Texas, in violation of a mandatory forum selection provision in the merger agreement.
ETE also announced Thursday that earlier this week the District Court of Dallas County, Texas, granted its motion to dismiss the lawsuit brought by Williams against Kelcy Warren in April.

ETE announced that while the litigation is pending, the company intends to continue to comply with all of its obligations under the merger agreement.

The parties have agreed to expedited proceedings with respect to the lawsuit in the Delaware Court of Chancery, with a trial scheduled to be held June 20 and June 21.

casey.smith@tulsaworld.com

A judge in the Delaware Court of Chancery has ruled in favor of Energy Transfer Equity in the Dallas company's court battle with would-be merger partner Williams Cos.
In a 62-page opinion, Delaware Judge Sam Glasscock denied Tulsa-based Williams Cos.' request for the court to prevent ETE from terminating the proposed merger due to the lack of a needed tax opinion.
"The Tulsa Regional Chamber and its Board of Directors are extremely pleased with the judge's ruling today," said Mike Neal, president and CEO of the chamber. "We anticipate this ruling will effectively end this merger attempt, but we would still encourage shareholders to vote 'no' on Monday."

Glasscock's decision follows a two-day trial earlier this week. The Delaware court agreed to an expedited trial after the companies filed litigation against each other in mid-May, just six weeks before the deadline for Williams shareholders to vote on the merger proposal.

Williams filed a lawsuit on May 13 accusing ETE of violating the merger agreement “through a pattern of delay and obstruction designed to allow ETE to avoid its contractual commitments.” ETE filed a counterclaim alleging that Williams is the party that has violated the merger agreement.

Integral to Williams' lawsuit and to Glasscock's decision was ETE's announcement that its tax attorneys Latham & Watkins LLP could not issue a tax opinion needed for the merger to go forward.
The needed "721 Opinion, named for the section of the Internal Revenue Code from which it comes, would have stated that the merger between Williams and ETE should be treated by authorities as a tax-free exchange. At present Latham has said it is unable to issue such an opinoin, a situation that under the terms of the merger agreement between the parties would allow ETE to terminate the deal the companies forged in September.
Williams claimed that ETE materially breached its contractual obligations by failing to use “commercially reasonable efforts” to secure the required 721 Opinion. Williams claimed that as a result ETE should be stopped from terminating the agreement.

Glasscock wrote in his opinion Friday that it is clear to him that leadership at Energy Transfer Equity had a change of heart about the merger after the deal was signed and that it would be in the best interest of ETE if the transaction didn't take place. However, Glasscock said, motive to avoid a deal can't be used to establish guilt.

"Just as motive alone cannot establish criminal guilt, however, motive to avoid a deal does not demonstrate lack of a contractual right to do so," Glasscock wrote. "If a man formerly desperate for cash and without prospects is suddenly flush, that may arouse our suspicions. Nonetheless, even a desperate man can be an honest winner of the lottery."
He concluded that Latham, as of the time of trial, could not in good faith issue an opinion that tax authorities should treat the merger as tax free and that Williams failed to demonstrate that ETE has materially breached its contractual obligation to undertake commercially reasonable efforts to receive such an opinion.

"I find that the Partnership is contractually entitled to terminate the Merger Agreement, assuming Latham’s opinion does not change before the end of the merger period, June 28," Glasscock wrote.
In a statement issued in response to the day's events, Williams Cos. said that it appreciated the court's consideration but that it does not believe ETE has the right to terminate the merger agreement.
"ETE has breached the Merger Agreement by failing to cooperate and use necessary efforts to satisfy the conditions to closing, including delivery of Latham & Watkins LLP’s Section 721(a) tax opinion," the company's statement reads.

"Williams remains committed to closing the merger under the Merger Agreement entered into with ETE on September 28, 2015. If ETE attempts to terminate the Merger Agreement, Williams will take appropriate actions to enforce its rights under the Merger Agreement and deliver its benefits to Williams’ stockholders."

The company said that the special meeting during which Williams stockholders will vote on whether or not to merge with ETE is still being held at 9:00 a.m. Monday at the company's headquarters in Tulsa.
The Williams Board said Friday that it continues to recommend that stockholders vote in favor of the merger agreement with ETE because "the cash and stock transaction with ETE will provide Williams stockholders a significant premium, meaningful participation in the upside of combined company and value certainty through the cash component."

ETE closed at $13.83 per unit Friday, down half a percent from the day’s open. Williams stock closed at $21.31 on Friday, down 2 percent.

My favorite part was where Dewey spoke at a chamber press conference and patted himself and Mary Fallin on the back for their hard work fighting the merger.  As though they had anything to do with a legal technicality over a tax opinion.  They met with Williams board members in NYC and the board members are the ones still fighting like heck to try and get the deal to close.  Looks like they'll lose, but it's pretty clear they'll sell again when prices are back up and the opportunity arises.  Tulsa's only hope is that they go into a growth mode and look to be the acquirer going forward and not the acquiree. 

Typical local politics.

Should have seen the round-table/debate Fox23 just did for Bynum and Dooey.  Dooey looked like a train wreck.  Stuttering and stammering.  I expect he'll tell the campaign to double down on the negative ads tonight.  I was impressed with Bynum's composure.

Here's a question. Is Williams leaving potentially better for Tulsa in the long run?

Two part follow up...

1. What if the high paying workers stay and form their own ventures?

2. Between this and the early 2000's debacle, doesn't it somewhat hold our city hostage?

The Wall Street Journal reported that shareholders were not really voting to approve the merger, they were voting on what kind of compensation they would prefer. 62% said they'd take as much cash as possible (which is what ETE doesn't want to/can't do).

http://www.wsj.com/articles/williams-shareholders-opt-for-ete-deal-1467036532

in that the judge made a factual determination, seems like a desperate measure. Maybe a gambit to try and get out with some ETE cash?

HEY DEWEY! You were congratulating yourself on talking the Williams Board into losing their lawsuit (or whatever), are you going to issue a retracting now that it is Williams who is doing all they can to try and kill the company?

I don't think Williams is trying to kill the company, or sell it. They are trying to put themselves in the best position to sue ETE for damages. Williams is out close to a billion dollars on the killed merger with their subsidiary company alone.

The Wall Street Journal reported that shareholders were not really voting to approve the merger, they were voting on what kind of compensation they would prefer. 62% said they'd take as much cash as possible (which is what ETE doesn't want to/can't do).

http://www.wsj.com/articles/williams-shareholders-opt-for-ete-deal-1467036532

Not true.  On both counts.  The WSJ did not say what you are reporting and the shareholders were really voting to approve the merger...

The Wall Street Journal reported that shareholders were not really voting to approve the merger, they were voting on what kind of compensation they would prefer

Last September, Energy Transfer agreed to buy Williams in a deal that valued Williams at $43.50 a share. Williams shareholders could elect to receive that compensation in cash and/or Energy Transfer stock, subject to proration. Williams said Monday that 62.3% of shareholders elected to receive it all in cash, 3.2% voted to get just Energy Transfer stock, 2.9% wanted a mix of cash and stock, and 31.6% failed to make a valid election.
. . .
Corrections & Amplifications:
Williams Cos. shareholders chose the form of compensation they would receive from the deal with rival Energy Transfer Equity LP. An earlier version of this article incorrectly stated that Williams shareholders had approved the deal.

To imply that I was fabricating something is a bit insulting.

Dallas-based Energy Transfer Equity announced in a filing just after midnight Wednesday that the company is calling off its merger with Williams Cos.
ETE said that it is basing the breakup in part on the inability of the company's tax attorneys to provide the proposed merger with a needed tax opinion.
A Delaware judge ruled Friday that ETE, one of the master limited partnerships in the group of energy companies helmed by Texas billionaire Kelcy Warren, could legally use the tax opinion as a basis for canceling its merger with Williams.
The relationship between ETE and Williams has grown contentious in the months since the energy companies agreed to the terms of an acquisition in September. While Warren has made no secret of his desire to call off the deal, the Williams Cos. Board of Directors had pledged to go through with it.
On Monday shareholders of the Williams company overwhelmingly voted in favor of closing the deal and combining with ETE.
Given the judge in the Delaware Court of Chancery's decision last week, ETE's announcement Wednesday that it is ending the merger is not unexpected as it has become clear that the deal is no longer financially palatable. 
However, Williams also announced Monday that it is filing an appeal in the Delaware Supreme Court of the Delaware Court of Chancery’s ruling last week relating to the merger agreement between the two energy companies. It is unclear at this time what the impact of that appeals process will be on Energy Transfer Corp., the new company being created by the transaction.
The merger period ended June 28 according to the agreement the companies signed in September.

FWIW, the judges ruling appears to be heavily fact based. Basically, that the tax opinion is in doubt because of market forces - not because of shenanigans by ETE trying to weasel out of the deal (though he did say "a desperate man can win the lottery" in acknowledging them trying to get away).  That matters because factual determination are very hard to overturn on appeal.

http://www.tulsaworld.com/business/energy/ete-cancels-merger-with-williams-cos/article_9ee6f9a6-dd8d-56fb-b51a-f0e43515c1f1.html (http://www.tulsaworld.com/business/energy/ete-cancels-merger-with-williams-cos/article_9ee6f9a6-dd8d-56fb-b51a-f0e43515c1f1.html)

hey allowed Williams to be completely taken advantage of, and the biggest kicker is Williams has to pay a break up fee to it's MLP and to think that in the agreement there was no contingency - say if ETE didn't close for any reason they would at least have to refund that merger cancellation fee back?

I thought that ETE had to reimburse WMB on the WPZ merger cancellation fee? Around $420M.

Yes, that was part of the merger agreement that ETE was to reimburse them when the deal closed. Since ETE walked away, I believe Williams is now out that money as well. This is a complete and utter failure by a good portion of Williams board - which as monetarily damaging as this has been for the company, they should be replaced. Yesterday.

The Chamber holds another press conference today thanking Mary Fallin and Dewey Bartlett.  What, again, did they do to ensure that a tax opinion technicality would kill the deal?  They met with Williams folks, and Williams pressed vigorously to close the deal.  I'm still not understanding why anyone gets credit for a tax technicality that killed this merger.

The Chamber holds another press conference today thanking Mary Fallin and Dewey Bartlett.  What, again, did they do to ensure that a tax opinion technicality would kill the deal?

Well, you see, Fallin cause the oil crisis because she used her power to cover up the link between injection wells and earthquakes, so we drilled more and more wells. Which gave us a robust amount of domestic oil. Thereby increasing the worldwide supply curve while simultaneously undertaking economic policies that contributed to economic depression in the Sooner State, which reduced demand.  The combination of reduced demand and a glut of supply led to an oil bust. The oil bust led to a residual decrease in market value for many oil and gas companies, including mid-stream companies like Williams.  By decreasing the market value the ETE deal could be seen as a gain on sale instead of a mere swap of stock, which caused the non-issuance of the tax opinion.

Dewey, on the other hand, is an old oil man from an old oil man family. He was well aware of this ploy and played Carl Rove to Fallin's Bush. Wait, no. Well, you know what I mean. We must assume that he was the mastermind orchestrating the entire thing and advising ETE to structure the deal in such a way that they could only cancel it without penalty if the tax provision failed.  As he had already set that plan in motion visa vis falling, it was just a matter of time. This is the super secret information he was delivering to the Williams CEO in NYC. Letting him know that his plan was well under way and all was going smoothly.

Implying that Fallin and Bartlette are taking credit because they merely talked to the powerless target of the takeover (yeah yeah, merger) who then continued to push for it would be ridiculous! 

[if anyone's internet sarcasm meter didn't catch that, it should be adjusted immediately]

Here is what I said:
Here is what the Wall Street Journal said:
http://www.wsj.com/articles/williams-shareholders-opt-for-ete-deal-1467036532

Now, I'm not saying the report is accurate or not. I don't really know. Which is why I said "the Wall Street Journal is reporting...." But in what way did I misstate the article?  To imply that I was fabricating something is a bit insulting.

Apparently I'm not the only one who thought the board needed to be cleaned out. 6 of 13 stepped down this afternoon. AFTER they tried to oust Alan Armstrong and failed.

http://www.tulsaworld.com/business/energy/cnbc-almost-half-of-williams-board-quits-after-failed-attempt/article_b16eb54b-5e17-5c8d-bc9c-121d94e62ac5.html

One of the ones who stepped down. The guy Dewey/Failin/the Chamber all wasted taxpayer money on going to talk to. Oh and they definitely saved Williams by doing such visits... how bout another press conference guys? Pat yourselves on the back some more for doing nothing and talking to the wrong people. No one our regions had such amazing job growth in recent years...n ::)

This is the best possible news for the company and the city. The people that pushed this terrible and one sided merger are gone.

Good analysis of the entire merger and how it fell apart by the NYT:
http://www.nytimes.com/2016/07/01/business/dealbook/williams-faces-uphill-battle-in-fight-with-energy-transfer.html?_r=0
(please note, I did not write the article. Any errors or misleading statements in the article belong entirely to the New York Times and do not represent an attempt by me to make things up or state things which are not true.)

Regarding the board - best possible news for Tulsa. Probably for Williams too. A bunch of marauders clawed their way onto the board for the purpose of making a quick buck. The fastest way to do that was to kill the company. So they marched down that road. When they failed, they quit.

Hilarious that the Chamber and Dewey are still bragging about saving Williams after talking to MacInnis, who was firmly behind the sellout. So much so that when the gambit failed he quit.  But talking to him totes saved the day.

heironymouspasparagus -
The CEO fought against the merger. The Chairman (MacInnis) was in favor of it. Those that quit were all in favor of the merger.
http://www.wsj.com/articles/nearly-half-of-williams-directors-resign-1467324568
(unless the Wall Street Journal is wrong, in which case I feel the need to point out to Oil Capital that I did not write the article and am merely passing along reporting done by others)

NPR said that the ex Chairman fought the merger - one of those resigning.  Am presuming the others resigned were also against it, since they tried to dump CEO.  Sounds like the CEO was just out for his golden parachute....  Sounds like the "C" suite is where the cleanup-on-aisle-4 is needed.

None of this makes any sense.  You have it backwards.

MacInnis most definitely voted "for" the merger, as were the other outgoing members.

Secondly, how is the CEO "out for his golden parachute" when he consistently voted *against* the merger? If he were "out for his golden parachute" he would have been voting *for* the merger. And that aside, what has management done to need cleanup?  This whole thing happened because of activist shareholders on the BOARD.

As a further aside, I certainly understand skepticism about the C-suite or the executives of large companies or whatever... and you can say I'm biased if you like... but I do know this -- Alan (CEO) cares deeply about Williams (he's worked here his entire career), its employees and -- yes -- the Tulsa community.  That's probably why he fought so hard against the merger.

Point being -- any vitriol about this whole thing should be pointed directly at the Board... and specifically those outgoing members who were the ones pushing for this unnecessary and pointless merger.

heironymouspasparagus -
The CEO fought against the merger. The Chairman (MacInnis) was in favor of it. Those that quit were all in favor of the merger.
http://www.wsj.com/articles/nearly-half-of-williams-directors-resign-1467324568
(unless the Wall Street Journal is wrong, in which case I feel the need to point out to Oil Capital that I did not write the article and am merely passing along reporting done by others)

None of this makes any sense.  You have it backwards.

MacInnis most definitely voted "for" the merger, as were the other outgoing members.

Secondly, how is the CEO "out for his golden parachute" when he consistently voted *against* the merger? If he were "out for his golden parachute" he would have been voting *for* the merger. And that aside, what has management done to need cleanup?  This whole thing happened because of activist shareholders on the BOARD.

As a further aside, I certainly understand skepticism about the C-suite or the executives of large companies or whatever... and you can say I'm biased if you like... but I do know this -- Alan (CEO) cares deeply about Williams (he's worked here his entire career), its employees and -- yes -- the Tulsa community.  That's probably why he fought so hard against the merger.

Point being -- any vitriol about this whole thing should be pointed directly at the Board... and specifically those outgoing members who were the ones pushing for this unnecessary and pointless merger.

That makes more sense.



Wasn't putting any real vitriol into it at this point, 'cause it just wasn't adding up, so who to point it at...?   Let's hope the current "C's" and a new board can keep it together and strengthen the company - just the turmoil in general oil/gas market is enough challenge without having this merger kind of nonsense to deal with.

None of this makes any sense.  You have it backwards.

MacInnis most definitely voted "for" the merger, as were the other outgoing members.

Secondly, how is the CEO "out for his golden parachute" when he consistently voted *against* the merger? If he were "out for his golden parachute" he would have been voting *for* the merger. And that aside, what has management done to need cleanup?  This whole thing happened because of activist shareholders on the BOARD.

As a further aside, I certainly understand skepticism about the C-suite or the executives of large companies or whatever... and you can say I'm biased if you like... but I do know this -- Alan (CEO) cares deeply about Williams (he's worked here his entire career), its employees and -- yes -- the Tulsa community.  That's probably why he fought so hard against the merger.

Point being -- any vitriol about this whole thing should be pointed directly at the Board... and specifically those outgoing members who were the ones pushing for this unnecessary and pointless merger.