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425
ENERGY TRANSFER CORP LP filed this Form 425 on 06/09/2016
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425

Filed By Energy Transfer Corp LP

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: The Williams Companies, Inc.

Commission File No.: 001-04174

Date: June 9, 2016

Energy Transfer Equity, L.P. issued the following press release on June 9, 2016:

 

LOGO

ETE AND WILLIAMS RECEIVE FTC CLEARANCE

FOR PROPOSED ACQUISITION

DALLAS, TEXAS — June 9, 2016 — Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the “Partnership”) today announced that the U.S. Federal Trade Commission (“FTC”) has cleared ETE’s proposed acquisition of The Williams Companies, Inc. (NYSE: WMB) (“WMB” or “Williams”).

The FTC’s clearance is subject to certain conditions which ETE and WMB have agreed to undertake, to be satisfied following a closing of ETE’s acquisition of WMB, including the sale of certain assets. The FTC decision is accessible via the following link:

https://www.ftc.gov/enforcement/cases-proceedings/151-0172/energy-transfer-equitythe-williams-companies-matter.

Completion of the proposed acquisition remains subject to the approval of WMB stockholders and other closing conditions, including the receipt by Energy Transfer Corp. LP (“ETC”) and Williams of a tax opinion from Latham & Watkins LLP (“Latham”) that the contribution of Williams’ assets by ETC to ETE should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies. Latham has advised ETE that it would not be able to deliver this tax opinion were the opinion requested as of the date of the proxy statement/prospectus mailed to Williams stockholders. ETE believes that there is a substantial risk that the closing condition relating to this tax opinion will not be met, and that it is unlikely that ETC would waive the closing condition. Williams believes that the contribution should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies, and would be willing to waive the condition to closing that Williams receive this tax opinion. Williams has filed a lawsuit against ETE in the Delaware Court of Chancery seeking, among other remedies, a declaratory judgment and injunction preventing ETE from terminating or otherwise avoiding its obligations under the merger agreement due to any failure of Latham to deliver the 721 tax opinion to ETC and Williams. ETE has filed its affirmative defenses and counterclaim and seeks, among other things, a declaratory judgment that, in the event Latham fails to deliver the 721 tax opinion prior to the outside date of June 28, 2016 set forth in the merger agreement, ETE will be entitled to terminate the merger agreement without liability due to the failure of a closing condition. The parties have agreed to expedited proceedings, with a trial scheduled to be held June 20 and June 21, 2016. Williams’ stockholders are encouraged to read the proxy statement/prospectus in its entirety, including the section entitled “Recent Developments,” for additional information regarding the foregoing.

Energy Transfer Equity, L.P. (NYSE:ETE) is a master limited partnership that owns the general partner and 100% of the incentive distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE: ETP) and Sunoco LP (NYSE: SUN). ETE also owns approximately 2.6 million ETP common units and approximately 81.0 million ETP Class H Units, which track 90% of the underlying economics of the general partner interest and IDRs of Sunoco Logistics Partners L.P. (NYSE: SXL). On a consolidated

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