Williams No Turkey After Failed Coup

In some sufficiently dysfunctional marriages, divorce might be best for all concerned, even for the children.

That’s basically where Williams (NYSE: WMB) found itself late last month when its attempt to enforce its merger agreement with Energy Transfer (NYSE: ETE) got stuffed in Delaware Chancery Court on a damning technicality.

Energy Transfer’s lawyers acted in good faith, a judge rules, in declining at the last moment to provide a required opinion on the deal’s tax status.

Stood up at the altar, Williams’ directors promptly convened and decided they couldn’t live with each other any longer. Six of the 13 resigned after failing to oust the incumbent CEO.

As it happens, six directors — very likely the same six who are now ex-directors – also voted back in September in favor of accepting Energy Transfer’s offer. Seven voted against, but after chewing over their two hedge-fund colleagues’ threats to seek their ouster from the board over dinner, two of the naysayers changed their minds and voted in favor of the ill-fated deal.

With a buyout now off the table, the turncoats seem to have swung their support back to the CEO who’d consistently voted against the merger. The frustrated hedge-fund investors, in turn, are threatening to lead a shareholder revolt against the CEO and his crew.

This sort of infighting at the tail end of a merger pursuit gone bad looks terrible for any business, especially one that’s warned it might have to significantly reduce the dividend in the event no deal materialized. But appearances can be deceiving.

After bottoming near $20 a share in late June and again on July 5, Williams has rallied 25% in a little more than two weeks. Those gains have been fueled in part by a Reuters report that the Canadian pipeline assets the company has shopped for month could fetch at least $1 billion and perhaps as much as $2 billion from one of seven interested bidders.

Perhaps proxy campaigning has unofficially begun. And while incumbent management remains in activist sights chances are it will want to behave in the most shareholder-friendly manner possible.

In fact, I’m going to go out on a limb and guess that the odds of a big dividend cut are low. During the first quarter that marked the nadir for the energy slump, Williams covered 89% of a dividend rapidly ramped in anticipation of the merger with Energy Transfer. The rebound since, alongside a busy slate of new projects coming online, should boost the cash flow closer to full dividend coverage. Management has previously focused primarily on assets sales to work of debt leverage that remains uncomfortably high.

The company recently scheduled an annual shareholder meeting for Nov. 23, and even more recently extended the deadline for nominating director candidates until Aug. 25. It’s not clear yet whether board critics will propose a slate of their own.

In the meantime, Williams will report second-quarter earnings on Aug. 1, and should provide more clarity on its dividend plans and any corporate restructuring initiatives.

At its current annualized yield of 10.2%, Williams wouldn’t save any money by taking over its Williams Partners (NYSE: WPZ) affiliate, as it proposed doing last year when it was yielding less than half as much.

Williams Partners now yields a mere 9.1% despite being encumbered by incentive distribution rights to Williams. The fact that it’s yielding less than its growth-incented sponsor is evidence of a potential  market disconnect and opportunity for Williams shareholders.

The combined companies’ growth footprint in the heart of Appalachia’s shale boom and throughout the rapidly growing and increasingly gas-hungry Southeast U.S. remains unmatched, and the only question is what Williams will sacrifice to finance its investments: whether assets, dividends or some combination of the two.

We’ll know more after Aug. 1 and that’s when we’ll next review the Hold rating placed on the Aggressive recommendation after the merger fell through. But we’re long-term bulls on this story and expect the stock to fetch meaningfully more in a year or two no matter who’s calling the boardroom shots.

 

Stock Talk

StanZ

StanZ

a little bit of luck never hurts. Stan Z

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