Williams Companies’ (WMB.N) board of directors is preparing to meet as early as this week to consider a sale to oil and gas pipeline peer Energy Transfer Equity LP (ETE.N) after the latter revised its offer, according to people familiar with the matter.
Energy Transfer has offered to tweak its all-stock offer for Williams, which is currently worth about $34 billion, and pay for around 15 percent of the deal with cash, the people said on Wednesday, cautioning that the exact amount of cash offered is still being negotiated.
Williams’ board will meet to decide whether the company will enter final negotiations with Energy Transfer, the people said. If it decides to do so, it will later hold another board meeting to approve the deal, the people added. The deal would rank as one of this year’s largest mergers.
The sources asked not to be identified because the negotiations are confidential. Energy Transfer declined to comment, while Williams did not immediately respond to a request for comment.
Williams began exploring an outright sale in June after it rejected an acquisition proposal from Energy Transfer. At the time, the bid was worth $48 billion. That offer was contingent upon Williams’ canceling its plans to acquire the portion of its pipeline subsidiary Williams Partners LP (WPZ.N) that it does not already own for $14 billion.
Energy Transfer and William’s share prices have dropped since then, alongside plummeting oil prices. Energy Transfer prevailed in the auction for Williams and has been trying to convince Williams to agree to a deal.
Under Energy Transfer’s new offer, Tulsa, Oklahoma-based Williams shareholders would be able to elect newly issued Energy Transfer shares, or a combination of those shares and a cash consideration, the people said.
Deals in the energy sector, especially oil and gas pipeline and processing companies, are turning to a more traditional corporate structure as advantages associated with a master limited partnership (MLP) wane over time.
Energy Transfer would be the latest MLP to propose using a C-corporation as a way to maximize tax advantages, increase cash flows and broaden institutional interest.
The sector had previously embraced the MLP structure because the tax burden is passed through to investors who receive fat yields. Because the partnership pays no taxes, it has a lower cost of capital.
(Reporting by Mike Stone and Greg Roumeliotis in New York; Editing by Andrew Hay)