Williams, 2002 Case Study

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Fin. 5312—100 Corporate Finance
Professor Megginson
February 17, 2013
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Case 2: Williams, 2002

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Introduction
In 2001, the Tulsa, Oklahoma, Williams Company was in financial distress. The primarily energy-industry company was struggling with a shrinking energy trading market, which was marked by distressed entities such as Enron’s broadband unit and Global Crossing. Williams also suffered internally with a floundering telecommunications division and a plummeting stock price. These issues led credit rating agencies Moody’s and Standard & Poor’s to downgrade the credit rating of Williams’ bonds to the level of non-investment-grade junk bonds. Amidst all of this uncertainty, the company on January 21, 2002, announced a new CEO, Steven J. Malcolm. Malcolm realized one of the most important functions for Williams moving forward would be raising capital. Malcolm’s four-pronged plan to achieve this goal involved selling assets, reaching a resolution for its energy and trading book, managing and monitoring cash and businesses and “right-sizing” Williams to reflect the new scope of operations. However, Williams had a substantial amount of short-term and long-term debt maturing in the second half of 2002. In addition, its credit and commercial paper facilities needed to be renewed about the same time. With approximately $450 million dollars of cash on hand and only one undrawn revolving credit facility, Williams sought external financing to help meet its current cash flow needs. One group of investors led by Warren Buffett’s Berkshire Hathaway along with Lehman Brothers offered Williams a solution with a one-year $900 million loan. Under the terms of the agreement, each lender would loan $450 million to Williams Production RMT, a Williams subsidiary, whose major assets included natural gas properties in the Rocky Mountains. In addition to the repayment of the principal in one year, Williams would pay 5.8 percent interest quarterly and an additional 14 percent of the principal at maturity plus a “deferred setup fee.” The deferred setup fee would be equivalent to the greater of 15 percent of the principal or 21 percent of the purchase price less RMT’s indebtedness. This would be influenced by any further asset liquidation by RMT. The loan, guaranteed by Williams Company as well as certain subsidiaries, also contained several covenants that Williams must meet to avoid breach of contract. The positive covenants included maintaining an interest coverage ratio of greater than 1.5 to 1 and maintaining a fixed charge coverage ratio of at least 1.15 to 1. Negative covenants limited restrictive payments (including redemption of capital stock) and capital expenditures in excess of $300 million. Thorough evaluation of the terms and lending scenario reveals this loan would create a beneficial scenario not just for the lenders, but for the borrower as well. For Williams, the loan provided temporary relief from multiple short-term debt security maturations and enhanced the company’s ability to secure a credit facility of $700 million. This would likely be followed by favorable market reactions in the form of increased stock price as a result of decreased uncertainty of future cash flows. Also, any Buffett investments in Williams would signal a strong endorsement of the company’s future prospects, likely leading to increases in Williams’ stock price. Likewise, for Berkshire Hathaway and Lehman Brothers, this deal should supply high returns on investment. Assuming the loan would be held to maturity, the lenders would divide returns of approximately 34% on this loan. Given that Williams guaranteed the loan, backing it with asset and capital stock, such returns on this risk would be a huge win for both lenders. Although the...
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