Williams Being Acquired?

[DowntownDan]

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.

[Conan71]

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 should be thanking the law firm who could not issue the proper tax opinion.

[cannon_fodder]

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]

[heironymouspasparagus]

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]

Caught it easily!  And it was very entertaining!


Could also be true under different circumstances....

[davideinstein]

Politicians are a joke.

[Oil Capital]

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.

I can see how that might have been confusing to one not experienced in mergers and such (and the "Corrections and Amplifications" could surely have been written to cause less confusion).   But for the record, the article (the current, corrected article) says three times that the shareholders approved the merger.  It never says that the shareholders were not really voting to approve the merger (as you claimed it to say). What it says (in the Corrections and Amplifications is that they had earlier incorrectly reported that the shareholders "had" approved the merger.  The confusion comes about because the shareholders' choices of consideration had to be made by last Friday, while the merger vote took place on Monday.  Apparently, the earlier version of the story reported on those Friday results and inaccurately (at the time) reported those results as approval of the merger.

By the time you relayed the information to us here at Tulsa Now, the story had apparently been further updated, to include Monday's results approving the merger.  The Wall Street Journal clearly and repeatedly reported that the shareholders approved the merger.  They never reported that the shareholders did not really approve the merger.http://www.wsj.com/articles/williams-shareholders-opt-for-ete-deal-1467036532

By the way, I did not imply that you fabricated anything.  I presumed (and it turns out, rightly) that you were somehow confused (after all, it's not the first time this merger has gotten you confused).  ;-)

EDIT:  I found the earlier, pre- "Corrected and Amplified" version of the story.  The earlier version of the story had indeed incorrectly reported Friday's consideration-choice results as if the merger had been approved. That is the error that was being corrected.  (The earlier version of the story reporting the approval came out 8 minutes after the scheduled start of Monday's shareholder meeting, obviously too early to report Monday's vote results.)

[LandArchPoke]

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

[swake]

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.

[heironymouspasparagus]

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

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.

[cannon_fodder]

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)

[Oil Capital]

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)

Great info.  Thanks for sharing.

You'll have no problem with me as long as you don't misunderstand the article and tell us it says things it does not say.

[Jeff P]

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.

[swake]

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.

Thanks Jeff. I hope Williams is able to win a couple of billion in damages from ETE over this.

[heironymouspasparagus]

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)

Sounds more likely - what I thought I heard didn't make sense from the history of this deal.  Either CEO or Chairman would benefit either way, but guess MacInnis saw a way to get even more from it.

[heironymouspasparagus]

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.