Energy Transfer Rejects Williams Request For Southern Assets

Williams Cos.' (WMB) months-long pursuit of fellow pipeline operator Southern Union Co. (SUG) ended with a failed bid for Southern's crumbs, according to a securities filing by successful bidder Energy Transfer Equity LP (ETE).

Energy Transfer said in the Tuesday filing that it and Southern ended discussions with Williams about selling some of Southern's assets after the merger, a $5.7 billion deal that would create the nation's largest pipeline company. A vote by Southern shareholders to approve the sale has yet to be scheduled.

Williams asked for those talks on Sept. 2, after losing a summer bidding war to Energy Transfer, the filing shows.

Southern's executives had been pondering strategic alternatives and entertaining offers for the company since 2008, but it was Energy Transfer's $4.2 billion offer in June that touched off the back-and-forth. In the end, the bidding added $1.5 billion to Southern's price tag.

Energy Transfer has agreed to pay $5.7 billion in a cash-and-stock deal. Meanwhile, Williams Cos' standing, unsolicited offer would pay Southern shareholders $44 per share in an all-cash deal valued at $5.6 billion.

Williams and Energy Transfer operate large interstate pipelines that transport natural gas from major energy fields. Southern is attractive to both companies because its lines offer inroads to big gas-consumption markets in Florida and the Midwest.

According to Tuesday's filing, Williams had expressed interest in buying several Southern assets if it couldn't have the whole company.

Among the assets Williams said it may want were lines that carry gas from north Texas and the Gulf Coast to Michigan and another that brings gas ashore from deep in the Gulf of Mexico.

But a month's worth of talks were fruitless, Energy Transfer said in the filing.

"After engaging in these discussions, (Energy Transfer) and Williams were unable to reach an agreement," Energy Transfer said in its filing.

Through representatives, Williams and Southern both declined to comment. An Energy Transfer spokeswoman wasn't immediately available for comment.

Selling Southern assets to Williams would make little financial sense, said Morningstar analyst Avi Feinberg. Although Energy Transfer may have to unload a few assets for the deal to meet regulatory approval, it would better suit the company to sell them to Energy Transfer Partners and Regency Energy Partners, two master limited partnerships associated with Energy Transfer Equity.

"If Energy Transfer sold them to Williams, it'd almost be counterproductive," Feinberg said.

Southern shares closed up Wednesday at 0.1% at $40.68.

-By Ben Lefebvre and Ryan Dezember, Dow Jones Newswires; 713-547-9201; [e-mail];