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Williams 2002

Submitted By Group 4

Ankit Kumar 195 | Gyathri R 228 | Shraddha Shrikhande 240 | Surbhi Kothari 248 | Sandeep
Bhat 290

Contents
1) Evaluate the terms of the proposed $900 million financing from the perspective of both
parties. How would you calculate the return to investors in this transaction? If you need more
information, what information do you need?...................................................................2
Q2) What is the purpose of each of the terms of the proposed financing..................................3
Q3) Conduct an analysis of Williams sources and uses of funds during the first half of 2002. How
do you expect these numbers to evolve over the second half of 2002? What is the problem facing
Williams? How did it get into this situation? How has it tried to address the problem it is facing?..3
Q4)Some might describe Williams as financially distressed. What evidence is there that
Williams business may be compromised as a result of its previous financial decisions?..............5
Q5) Tough times demand tough decisions. As the CEO of Williams, would you recommend
accepting the proposed $900 million financing offer? If not, what alternatives would you pursue?. 6

Roll Number
Ankit Kumar
R Gayathri
Shraddha Shrikhande
Surbhi Kothari
Sandeep Bhat

PERCENTAGE CONTRIBUTION
Name(PGP/17/)
Percentage Contribution
195
20%
228
20%
240
20%
248
20%
290
20%

1) Evaluate the terms of the proposed $900 million financing from the perspective
of both parties. How would you calculate the return to investors in this
transaction? If you need more information, what information do you need?

Evaluation from Berkshire Hathaway and Lehmann Brothers Perspective

Williams was known for its solid assets, strong demand for its products and a

reputation for excellent service.


Its market value for Equity as compared to its competitors was as follows:

The Williams Companies


13,152

Dynegy
6,105

Dominion Resources
15,792

Murphy Oil
3,808

The increase in revenue was by $1.4 billion despite the economic downturn
due to higher gas and electric power trading margins, higher natural gas

revenues and higher natural gas sales prices


The company showed long term potentials due to its strong assets
The loan was secured by a collateral in the form of Barrett Resources
Corporation which would make up for a default in the worst case scenario

Evaluation from the perspective of Williams

Being under extreme financial stress, this was deal would give Williams a greater

chance to secure a credit facility of $700 million


The financing was not cheap and required payment of principal plus 4% per annum

cash interest and a deferred set up fee.


The deal would also require maintaining a ratio of 1.5 to 1 interest coverage and fixed

charge coverage ratio


It would limit capital expenditures in excess of $300million and a maintenance of

liquidity of at least $600 million up to $ 750 million


However accepting the deal would help restore liquidity

Return to Investment
The return to investment in this case would be the interest of 5.8% per annum plus 15% of
deferred set up fee.
However this would change depending upon the sale of RMTs assets. Hence information
about the probability of sale of RMTs assets and the gains from it are required

Q2) What is the purpose of each of the terms of the proposed financing
The covenants providing floor values for interest Coverage ratios and fixed charge coverage
ratio helps in maintenance of Williams ability in meeting the financing expenses
satisfactorily and would prevent any further downgrade from credit rating companies which
would make refinancing and restructuring expensive. Since lenders Lehman Brothers and
Berkshire Hathaway due to heavy investment by the lenders in Williams directly and via
other companies, hence certain restricted payments on equity is required to maintain the value
of investments. It also contributes to restriction in capital outflow from the company. Similar
purpose is served by the restriction on capital expenditure. Access to all board meetings and
other meetings of the committee will help ensure that the decisions taken are favourable to
shareholders and agency problem is reduced. The covenant on the requirement of liquidity
indicates preservation of ability to meet the maturing short term and long term debt and
working capital requirements. Default provisions are always required to make sure the
amount invested is recovered fully.
Q3) Conduct an analysis of Williams sources and uses of funds during the first half of
2002. How do you expect these numbers to evolve over the second half of 2002? What is
the problem facing Williams? How did it get into this situation? How has it tried to
address the problem it is facing?
Reasons for financial distress and problems Williams is facing
a) Write-off of investment in WCG
During the Tech Bubble, the whole telecom market that WCG was involved in suffered a lot
of problems due mainly to a large oversupply, as indicated by an estimated 2% to 5% of the
fiber- optic lines which were only carrying traffic. The revenue of WCG eventually
plummeted, wherein prices of the lines decreased by more than 90% from 1998 and 2002.
In July 2002, the telecommunications sector was experiencing a lot of problems. WCG itself
also began to experience a lot of financial stress, and in hopes of supporting it, Williams
converted notes to shares, providing credit support of $1.4 billion of WCGs debt (which
Williams listed as an off-balance sheet item). In the end, Williams took a one-time accounting
charge of $1.3 billion of guarantees and payment obligations. The problems with WCG ended
up affecting Williams as well, causing Williams net income after extraordinary items to
plummet.
b) Unforeseeable market conditions for energy trading

Because of the collapse of Enron, the market condition for energy trading became very
unclear. This led to most competitors in the industry choosing to switch focus or scale back.
In addition, Williams Energy Marketing and Trading also experienced its first loss in 3 years.
Williams was suffering from deteriorating credit ratings and increasing yields, and it provided
a huge risk on the companys ability to participate in the market and raise funds.
c) Ongoing inquiries from regulators about reporting and energy trading
Williams was also facing an Investigation by the SEC concerning the collapse of WCG and
its financial reporting. This further worsened the situation.
Williams had a receivable of $ 2.15 billion from WCG. It had an obligation on $1.4 billion
worth of WCG Trust Notes and paid $754 million for the WCG lease agreement. Burdened
with $363 million of previous receivable, WCGs debt burden was already high to raise new
funds from the market. Some operations that it is running are sapping money from the rest of
the company and even had to sell off Williams Communication group. Credit has dried up
and there is a lack of investment in the energy sector because of recent problems in the
energy company (with companies including Enron). There is also a curve shift and the
write off of certain assets is definitely not helping the situation. Williams was also reeling
from WCGs debt burden. It got into this situation because of problems in its asset-based
businesses and the energy market as a whole.
Measures to address the problem and Sources and uses of funds in 2002
For the turnaround of the company, Williams had a four pronged plan. This would be plan to
sell assets, reaching a resolution for energy and trading book, managing and monitoring cash
businesses and righ-sizing Williams planned to sell $250 million to $750 million in assets
during 2002. However it had sold $1.7 billion in assets and announced intention to sell an
additional $1.5 to $3 billion over next 12 months. Capex spending was planned to slash by
25%, a saving of $1 billion. Williams planned to issue equity linked security FELINE PACS,
Williams would be obliged to pay 9% per annum in quarterly payments. Williams sold
preferred stock to Berkshire Hathaway. Another would be to revive the marketing and trading
division to be worth $2.2 billion. Williams would cut its dividends by 95% which would save
the company $95million. Williams had a $2.2 billion commercial paper program that was
back by a short term credit facility.
If Status Quo, numbers evolving in second half of 2002

From the exhibits, we can see that $378.4 million of commercial paper was outstanding.
Williams inventories increased by approximately 100 million, from $813 million to $908
million. Earnings per share (EPS) dropped from .77 to .10. Investing income dropped from
$34 million to $16.1. If we analyse the OCF of the company, we find that these numbers
would worsen if status quo condition is maintained. Williams is facing a liquidity crisis and
until investor confidence doesnt return, Williams would continue remaining in financial
distress.
Q4)Some might describe Williams as financially distressed. What evidence is there
that Williams business may be compromised as a result of its previous financial
decisions?
Yes, Williams is in financial distress. This condition as explained in previous answer is due to
previous financial decisions. In 2002, due to failure in realization of due from WCG, it
incurred an estimated loss of $232 million. Another decision would be of Williams to make
payments of guarantees to WCG of $753.9 million. Another decision would be usage of more
cash in first quarter of 2002 compared to 2001, an increase in $791 million. With plummeting
stock price due to loss of investor confidence, Williams ended in financial distress. In
addition, Williams had preferred interest and debt obligations that had provisions requiring
accelerated payment of the obligation of the assets in the event of specified levels of declines
in Williams credit ratings. Williams rating was likely to fall due to its financial problems. If
its credit rating did in fact decline below investment grade, its ability to continue in energy
marketing and trading activity would be significantly limited. In May 2002 Williams faced
further trouble when Moodys Investor Services notified it that it would be reviewing
Williams to determine if a credit rating downgrade should be initiated. Hence, analyzing the
above explanation and that given in previous Question, we find sufficient evidence to claim
that Williams business maybe compromised as a result of its previous decisions.

Q5) Tough times demand tough decisions. As the CEO of Williams, would you
recommend accepting the proposed $900 million financing offer? If not, what
alternatives would you pursue?
As a group, we recommend accepting the proposed $900 million financing offer. Williams
was in the need of new financing and it had substantial amounts of short-term and long-term
debt maturing in the second half of 2002 and its credit and paper facilities (held in reserve to

raise additional short term financing) needed to be renewed later in the year. Though the
terms of the loan were rigorous, Williams should explore other options in future using
Berkshires $900 million financing as an example/leverage that their balance sheet would be
strong in 10-20 years. This would make other credit companies wonder if Buffett is putting
up this money, why shouldnt they. Buffett is known to target companies he believes are
undervalued and has skills in knowing when companies are not being given their fair credit.
On the flip side, Lehmans and Berkshires bid is no guarantee. Furthermore, Williams would
have to pay 5.8% interest quarterly, a 14% principal payment at maturity, and a deferred
setup fee of at least 15%. Also, it would be important for Williams to sell the Barrett assets
or the fee would drastically increase. Moreover, Williams would most likely be unable to find
a joint venture partner in its Energy Marketing and Trading division. In the next 5 years,
Williams has over $7 billion in debt coming due.
As an alternative approach to financing, Williams could go to regulators for funds contending
that its services are vital to the public and also ask for changes in the industry which would
help them survive. Equity investments from energy development corporations are another
option. An interesting alternative is for Williams to turn away from an excessive reliance on
mathematical models to predict the future. There are qualitative and judgment issues which
these capital models may not address. These risks can only be understood through intuitive
means. Also, there are underlying deficiencies in the financial systems ability to process,
view, trade, and analyze complex financial products (as shown by the recent financial crisis).
Finally, the cost of default and potential bankruptcy is far greater than the proposed financing
agreement and Berkshire and Lehman. Considering that the company has sound
fundamentals, it has the possibility to turn around the crisis once demand picks up again.
Therefore, it should accept the offer given desperate circumstances.