Red Wedding for the King of Pipelines

Once upon a time, like a few months ago, a merger between Energy Transfer Equity (NYSE: ETE) and Williams (NYSE: WMB) would have been cause for a celebration. On Monday the crime was punished with a public whipping, ETE units and WMB shares losing more than 12% apiece while the MLP sector as a whole shed 6% en route to a new bear-market low.

Bigger is not better at the moment in a midstream sector most investors are either boycotting or continuing to flee amid slumping energy prices. Promises of billions in long-term cost savings and the reputation of Energy Transfer chief Kelcy Warren as a shrewd dealmaker meant little to a market plainly preoccupied with worst-case scenarios.

The good news is that the worst case for Williams is by now widely known, so perhaps priced in. It involves a sharp and prolonged decline in U.S. energy production that has not yet taken place, but is sure to come if overseas demand doesn’t perk up and prices don’t recover. The pipeline operator has already had to renegotiate at least one gas gathering agreement to provide a retrenching producer with short-term cost savings, and other customers are likely clamoring for similar relief.

The slump explains how an Energy Transfer offer worth $48 billion when it was first publicized in early July was valued at less than $33 billion as of yesterday. The proposed equity exchange ratio didn’t change, but the merger partners’ respective valuations have since tumbled.   

Even so, Williams was able to extract important improvements on the original Energy Transfer offer. One is that it’s now willing to pay up to $6.05 billion of the aggregate purchase price in cash, rather than equity. That works out to a likely split of $8 in cash and 1.5274 of newly issued shares tracking ETE units for each WMB share.

The new ETC common shares will pay common dividends equal to ETE distributions, and will in fact be backed by ETE units held by an incorporated ETE subsidiary. Because the common dividends are unlikely to have the same tax deferral benefits as the underlying units, Energy Transfer will also issue a “contingent consideration right” entitling ETC shareholders to compensation for the potential discount on ETC shares relative to ETE units over a two-year period following the closing of the deal, currently expected in the first half of 2016. Energy Transfer has also committed to paying ETC dividends equal to ETE distributions through 2018.  

To merge with Energy Transfer, Williams had to abandon its prior plan to absorb its Williams Partners (NYSE: WPZ) MLP, which will now remain a publicly traded affiliate of Energy Transfer’s. WPZ unitholders will instead receive a $428 million breakup fee, though 60% of that will never leave corporate coffers as a result of Williams’ equity interest in its MLP.

The exchange of WMB shares for ETC stock will not trigger capital gains taxes, though these will still apply to any cash payments received under the buyout.

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Source: Energy Transfer presentation

Though the market is in mood now to appraise the deal’s upside, it is considerable for what would be, by far, the largest U.S. midstream company and one of the world’s largest energy concerns, marrying Energy Transfer’s Gulf Coast concentration and continental reach to Williams’ strategic footprint stretching from the Marcellus in the Northeast all the way down the Atlantic Seaboard.

Energy Transfer estimates $300 million to $400 million in annual cost savings as a result of the deal by 2017. It also expects the transaction to be immediately accretive to its cash flow and distributions, which is simply a byproduct of the $6 billion in new borrowing it will undertake to finance the cash component of the buyout. ETE distributions are expected to continue increasing at the current pace of more than 30%-plus annually, and the hope is for longer now that it can profit from selling Williams assets to WPZ as well as its other MLP affiliates.

Portfolio Update

Betting on Warren, Buying Williams

This is another big gamble by Warren, who’s quickly built Energy Transfer into a giant by taking advantage of market dislocations and might have once again bought low. The domestic oil and gas production is not going away, and is very cost-competitive against overseas alternatives for meeting the world’s still growing energy demand. The low prices that currently obscure these facts are likely to head higher over time, which should make this deal look great for Energy Transfer eventually.

We remain enthusiastic fans of #2 Best Buy ETE below $37, and after a timely recommendation to halve your WMB position at $60 a share now recommend buying back any shares sold to exchange into ETC next year. Buy WMB below $55.

Stock Talk

Ronald S Resnick

Ronald S Resnick

Dear Igor,

Why do you expect ETE distributions to increase “at the current pace of more than 30%-plus annually” when we know that that in this environment WMB will have to renegotiate and take discounts on more contracts?

Thank you.

Igor Greenwald

Igor Greenwald

Because ETE has plenty of transmission and distribution profit streams not dependent on gas gathering, because the bulk of iits affiliates’ gathering revenue isn’t going anywhere either, and lastly because a significant decrease in US energy output, which would be needed to meaningfully affect those revenues, would be followed in short order by a big upturn in energy prices, I believe. Williams even claims its renegotiated gathering terms will boost profits in the near-term, though I’m pretty skeptical about that: http://investor.williams.com/press-release/williams/williams-and-chesapeake-energy-execute-expansion-gas-gathering-services-and-a

Ronald S Resnick

Ronald S Resnick

What do you make of the increasingly repeated and vocal argument that the prices of even midstream MLPs are collapsing because people are finally waking up to the realization that, since distributions from the MLPs are funded by new stock issuances and debt borrowings, the cash generated internally by the MLPs’ operating business is not nearly sufficient to fund capital expenditures and distributions. As a result investors are beginning to treat MLPs more as operating companies and value them based not on unlimited future issuance of debt and equity but as operating businesses worth only the distributions which their internally generated cash can support?

Thank you.

Igor Greenwald

Igor Greenwald

I think you may be referencing this Barron’s blog http://www.barrons.com/articles/why-the-mlp-business-model-may-be-a-goner-1443476002 which in turn quoted this guy http://valuentumbrian.tumblr.com/post/130073604290/warning-the-mlp-business-model-may-not-survive , who I think has only popped up in the last year. More credible MLP bears (Kevin Kaiser, for one) made similar criticisms earlier. I think saying that MLPs rely on outside capital to finance their investments and then return that capital via distributions is like saying water is wet — that’s the model for any limited partnership, it’s why it exists: to bring in outside capital. Those that finance a lot of their investment out of retained profits, notably Entterprise Products, are certainly not getting any extra credit for it, now or previously. It’s true that during the shale boom the financing needs for all the midstream construction were so huge that a lot of equity got sold. And it’s true that some of that selling was motivated by the prospect of ever-larger incentive distribution rights to the general partners. I’ve covered these issues a lot over the last three years, and happy to provide the relevant links if you’d find them useful. Now the environment has changed, investment needs at least for the short term have been significantly reduced and the equity issuance spigot effectively shut for the moment. But that doesn’t mean we don’t need midstream processing; we do, and likely still in significantly higher volumes than presently. So as long as there are profits to be made backed by commitments we can trust, whether from consumers (utilities) or energy producers, someone’s going to finance that infrastructure. Rates are still as low as ever in recent past, and the prospect of a dramatic increase accompanied by global economic uplift seems as remote as ever. So lots of unrewarded savings sloshing around in a growth-starved world. I’m not worried that 300 million Americans will need less heat, light or fuel in the near future, or that even if they do the financing won’t be available to deliver it.

Bob Cecchini

Bob Cecchini

Please tell me how you think this deal impacts WPZ especially as it relates to distribution safety and future distribution growth.

Igor Greenwald

Igor Greenwald

I don’t really see an impact one way or the other, since ETE will have the same incentives to sell assets into WPZ (increasing distributions but also debt and its own incentives) as WMB would have before its buyout bid. To the degree that ETE is larger and better managed than WMB, the change in sponsor is a very modest long-term positive, but WPZ (as with ETP) is best seen strictly as a yield vehicle. The GP will skim any and all of the long-term value it builds.

Ronald S Resnick

Ronald S Resnick

Thank you for your speedy and informative replies, Igor. I appreciate it!

Eric Ely

Eric Ely

Hi I am just getting involved in this space. Can you explain how an MLP like ETP , with a PE of 58 is not an externally high risk investment?

Thank you

Igor Greenwald

Igor Greenwald

Sure. As with most other industries, earnings, whether as reported or GAAP, are not the valuation metric you’re looking for, because no one uses it. As with many other industries, cash flow is often more telling for MLPs, but the “distributable cash flow” most of them report can be misleading if management so wishes. One big disparity between reported earnings and cash flow is that the earnings subtract non-cash depreciation and amortization, while the latter does not. Depreciation imposes real long-term costs but these aren’t necessarily accurately reflected in depreciation accounting, where for example simply buying an asset can dramatically increase its annual depreciation non-cash cost based on the purchase price.
The best gauges of profitability and sustainability for MLPs remain cash flow, overall debt level, debt relative to cash flow and the trends in distribution growth and distribution coverage. If you’ve just joined us, welcome, and please check out our annual compendium of key metrics for all the MLPs and stocks we were recommending at the time: http://www.investingdaily.com/mlp-profits/articles/22423/in-rude-health/

Richard Wolfson

Richard Wolfson

What is your opinion of the prospects for WPZ going forward?

Igor Greenwald

Igor Greenwald

Energy Transfer is as solid a general partner as you could hope for, and I expect WPZ to rally with the rest of the sector sometime next year. Over the longer term, though, expect the distributions to account for the bulk of your returns, with growth gains ultimately accruing at ETE/ETC thanks to the general partner’s incentive distribution rights. The yield is now huge, of course. One notable risk making it so is the potential liquidity crunch at key customer Chesapeake if commodity pricing doesn’t meaningfully improve over the next 18 months or so.

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