As Williams Turns

When last we tuned into the Williams (NYSE: WMB) soap opera a month ago, someone had just leaked Enterprise Products Partners’ (NYSE: EPD) merger approach to the press. Williams’ share price, on fire ever since it was left standing at the altar by Energy Transfer Equity (NYSE: ETE) earlier in the summer, marched higher still on reports of a new suitor.

Meanwhile, a hedge fund manager who resigned from the Williams board in June (along with six colleagues, after narrowly failing to oust the entrenched CEO) entered a proxy contest to replace the entire Williams board. Only instead of the “world class” directors he argues Williams deserves, he had to nominate 10 of his fund’s employees as placeholders for a slate to be named later.

The CEO loyalists in control at Williams responded by naming three additional members of their own, including two chief executives of large companies ( a utility and a shale driller) and someone with midstream energy experience.

The hedge fund manager seeking to oust the board promptly published an open letter to the newcomers urging them to initiate their own strategic review and consider the benefits of a merger with Enterprise and others.

Keith Meister of Corvex Management argued that even without a big nominal premium in an equity swap, a merger with Enterprise would offer William shareholders a compelling dividend boost, one that by his calculation would revalue Williams at $39 a share.

This certainly involves some optimistic assumptions, like the willingness of credit agencies not to downgrade the combined company, which would be much more leveraged than Enterprise is today (and Enterprise today is considerably more leveraged than it was two years ago.) Would the much more leveraged merged company run by the traditionally conservative Enterprise crew really provide the nearly 6% yield Enterprise now pays? All’s fair in love and proxy battles.

The prospect certainly didn’t help Enterprise’s recently lagging unit price, and that was one of the factors Enterprise cited on Sept. 8 in confirming recent talks with Williams but saying it had “withdrawn its indication of interest.” The kicker was the assertion that because of “the lack of engagement by Williams” Enterprise “determined that there is no actionable path forward toward an agreement.”

This is not an accusation a board engaged in a proxy battle wants to face, and Williams responded that it was “surprised” by Enterprise’s claim, reportedly because the last Enterprise proposal had been submitted less than two weeks earlier and was getting all due consideration by the newly expanded Williams board.

Which pretty much brings us up to speed.

The Enterprise complaint about the purported cold shoulder from Williams seems to be an attempt to sway the proxy fight and, therefore, a sign of its continuing interest in a deal.

The remaining questions are whether the current Williams board is as hostile to a merger as Enterprise and Meister make it sound, and whether it might be booted in favor of Meister’s slate via the proxy contest running through Nov. 23.

Even though Meister and Corvex have nominated placeholders to the Williams board, shareholders know exactly what to expect if they win: an aggressive effort to sell the company or otherwise maximize its short-term value. The current board’s intentions are much murkier.

On that basis alone, our advice is to vote in favor of the Corvex slate with any Williams shares held after we recommended selling half your stake last month.

The company’s shareholder base is largely institutional but fragmented, so Meister has a lot of campaigning ahead among the traditionally conservative managers of mutual funds. The recommendations of the proxy advisory firms could affect the outcome.

But Williams shares appear to already be pricing in pretty good odds of a merger eventually. It would be hard to justify their current price otherwise. I continue to be struck by how expensive they look relative to, say, Energy Transfer Equity, which is much less leveraged on a standalone basis and much better positioned to reap a windfall of incentives from growth at its affiliates.

So we’re advising a cautious Hold on any Williams shares you still hold. This melodrama still seems far from a satisfying conclusion.

 

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