The announced $18.8 billion acquisition of Magellan Midstream Partners LP has investors doubting the wisdom of natural gas-focused Oneok Inc. taking on more debt and diluting its stock to buy a master limited partnership focused on transporting crude oil and refined products.
Raymond James & Associates called the deal a bold move that would expand Oneok's reach into oil at a time when natural gas prices are fading, but others said the deal ran counter to investor expectations of capital discipline by oil and gas companies.
Rob Thummel, managing director and senior portfolio manager for energy infrastructure investments at TortoiseEcofin, said the deal will be costly. "Our perspective is that this increases the debt of Oneok."
"Now, it's four times [debt/EBITDA], which is not outrageous, but [Oneok and Magellan] just went from the low end to the high end on a relative basis, and so that's kind of what the market is saying or is maybe not liking about this transaction," Thummel said.
What the deal does demonstrate is the undervalued nature of energy infrastructure heading into a future where it is getting more difficult to build new pipelines, Thummel said.
Shares of both fall
After gaining 13% on May 15 after the deal's announcement, Magellan units fell 2% in very heavy trading by midafternoon May 16. Oneok shares lost 9% after the announcement and continued to bleed May 16 with its share price down another 2% also on heavy trading volume.
Announced by the companies late May 14, the deal valued Magellan at $67.50 per unit, a 22% premium for Magellan unit holders based on May 12 closing prices. It would create a midstream company with an enterprise value of $60 billion and a 25,000-mile network of oil and gas midstream infrastructure stretching from North Dakota's Bakken Shale to the Gulf Coast.
'Eating the small guys'
Kyle Gatton, natural gas liquids analyst for S&P Global Commodity Insights, predicted that there will be more consolidation in the midstream sector, although the Oneok-Magellan tie-up might be unique because of the two companies' different market focus. Gatton said the deal is part of a larger shift from natural gas to higher-margin crude oil that is occurring with US oil and gas companies.
"The big guys are eating the small guys," Gatton said.
Truist Securities Inc. oil and gas analyst Neal Dingmann said the Oneok deal carried indicators that point to Plains All American Pipeline L.P. as another possible takeover target. "We note that Plains All American Pipeline has similar assets to [Oneok] and trades at an attractive multiple, potentially setting the company up as next to be bought," Dingmann said in a note to clients after the deal was announced.
Mizuho Securities USA LLC midstream analyst Gabriel Moreen told clients that Oneok's desire to push off its tax obligations to the future was a driver of this deal. "As of last week, [Oneok] expected to be a cash taxpayer in 2024 before stepping up to the full ~15% level stipulated by the alternative minimum tax in 2025 and beyond," Moreen wrote. "By pushing cash tax incidence to at least 2027, [Oneok] could save ~$3 billion in cash taxes through 2027, offering a ~$1.5 billion [net present value] benefit."
The differences between C-corps like Oneok and master limited partnerships (MLPs) like Magellan could be drivers of future midstream mergers, Moreen said. "We believe one of the primary lateral readthroughs from the [Oneok-Magellan] transaction announcement is a renewed focus on the value inherent in the low tax basis of most MLPs — and the ability to write these assets up in an acquisition to then be depreciated once again," Moreen said.
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