Energy companies Energy Transfer Equity, L.P. (“ETE”), and The Williams Companies, Inc., will divest Williams’ interest in an interstate natural gas pipeline to settle Federal Trade Commission charges that ETE’s proposed acquisition of Williams would likely harm competition in Florida.
According to the FTC’s complaint, the proposed merger, initially valued at $37.7 billion, would have reduced competition in the market for “firm” – i.e., guaranteed – pipeline capacity to deliver natural gas to points within the Florida peninsula.
In Florida, natural gas is extensively used for electric power generation, making competitive access to constant and reliable sources of supply critical. Florida’s electric power utilities are the state’s largest purchasers of natural gas. The state, however, has virtually no local sources of natural gas production and no natural gas storage, making utilities and other customers dependent on pipeline-transported supply. As the FTC’s complaint alleges, the combination of ETE and Williams, as proposed, likely would have increased the price of transporting natural gas to utilities and other customers.
According to the FTC’s complaint, Dallas-based ETE owns a 50 percent share in Florida Gas Transmission LLC (“FGT”), one of two interstate pipelines that serve the Florida peninsula. Tulsa-based Williams owns 50 percent of the other interstate pipeline – Gulfstream Natural Gas System L.L.C.. Absent a remedy, the acquisition would eliminate the competition between FGT and Gulfstream, which historically has enabled Florida customers to obtain lower transportation rates and better terms of service. It also would have resulted in a pipeline monopoly at many natural gas delivery points within the peninsula.
The proposed consent agreement preserves competition between FGT and Gulfstream by requiring the newly merged company – Energy Transfer Corp LP – to divest to a Commission-approved buyer its interest in Gulfstream within 180 days after the acquisition becomes final. Energy Transfer Corp is required under the order to maintain Gulfstream as a viable, competitive, and marketable asset until the divestiture has been completed.
The FTC’s complaint also alleges that the proposed merger likely would harm future competition from a new interstate pipeline, Sabal Trail Transmission LLC, which is scheduled to start transporting natural gas to parts of the Florida peninsula in May 2017. According to the complaint, Sabal Trail and its future customers will rely on leased access to a segment of the Transco Pipeline, a Williams-owned, large interstate pipeline, for natural gas supply. The complaint alleges that the newly merged company will have an incentive to deny Sabal Trail additional capacity expansions on Transco because ETE’s FGT pipeline is a closer competitor to Sabal Trail than was Williams’ Gulfstream pipeline.
The proposed consent agreement preserves that future competition from Sabal Trail by incorporating the terms of a capacity lease agreement that Sabal Trail had reached with Transco before Williams’ acquisition by ETE, and by requiring ETE to negotiate with Sabal Trail for certain additional expansions of the Transco segment.
More information about this proposed merger and the FTC’s consent agreement can be found in the analysis to aid public comment.
The Commission vote to issue a complaint and accept the proposed consent order for public comment was 3-0. The FTC will publish the consent agreement package in the Federal Register shortly. The agreement will be subject to public comment for 30 days, beginning today and continuing through July 11, 2016, after which the Commission will decide whether to make the proposed consent order final. Interested parties can submit written comments electronically or in paper form by following the instructions in the “Supplementary Information” section of the Federal Register notice.
NOTE: The Commission issues an administrative complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $16,000 per day.
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