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BOARDWALK PIPELINE PARTNERS LP

(BWP)
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TAM Capital Management : Responds to Loews's Failure to Address Complaints of Unfair Dealing with Boardwalk LP Minority Unitholders

05/11/2018 | 08:40am EST

TAM Capital Management, one of the largest minority shareholders in Boardwalk Pipeline Partners, LP (NYSE: BWP) released the following open letter to the Boards of Directors of Loews Corporation (NYSE: L)

May 11, 2018
Board of Directors
Loews Corporation

Dear Members of the Board of Directors:

I write once more to address Loews’s continued efforts to stonewall Boardwalk’s minority unitholders.

Yesterday, Loews responded to my May 8 letter by complaining that it was “unfair” to criticize it for causing a 16% drop in Boardwalk’s unit price, and claiming that the federal securities laws “oblig[ed]” it to disclose that it was “seriously considering” exercising a call to buy Boardwalk’s minority units. But Loews offered no explanation why it waited 6 weeks after the FERC announcement to make this “oblig[ed]” disclosure—particularly, when Boardwalk assured investors that FERC’s policy revisions would not materially impact revenues just 4 days after the guidance was issued. And more importantly, Loews has still utterly failed to address the consequences of its actions. By artificially depressing Boardwalk’s unit price, Loews is improperly threatening to deprive unitholders of the unaffected price that the MLP agreement entitles them to receive if the call is exercised. Loews’s silence on this point is deafening.

In truth, the only thing that is “unfair” in this situation is Loews’s continued mistreatment of Boardwalk’s minority unitholders. In the last few days, I have received an outpouring of support and concern from large and small unitholders alike. Among those who contacted me is an individual who has been living in fear that Loews’s actions will deplete his retirement savings. There is no justification for mistreating minority unitholders this way. If Loews needs time to evaluate its options, it should offer assurances to minority unitholders that each passing day will not be used to deprive them of their savings. Within the next week, Loews should publicly announce that, if it decides to exercise the call option, it will pay minority unitholders at least $13.15 based on the unaffected historical Boardwalk trading price as of April 30, 2018—the day that Loews began affecting the market. It should further commit that if it decides not to exercise the option, it will refrain from doing so in the future or convert the partnership into a C-Corporation to remove the overhang that it has created in the units.

To be clear, I am not asking Loews to forego exercising its option if it believes it is permissible to do so—even though it would be buying Boardwalk at a historically low price. I am only asking Loews to publicly commit not to profit on the back of minority unitholders from a decrease in Boardwalk’s stock price that Loews itself is responsible for creating.

Sincerely,

Tsachy Mishal
President
TAM Capital Management


ę Business Wire 2018
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Managers and Directors
Stanley C. Horton President, Chief Executive Officer & Director
Jamie L. Buskill Chief Financial Officer & Treasurer
Kenneth I. Siegel Chairman
Steven A. Barkauskas Chief Accounting Officer & Controller
Richard E. Keyser Senior VP-Operations, Engineering & Construction