DALLAS & TULSA, Okla.--(BUSINESS WIRE)--Dec. 14, 2015--
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) and The Williams
Companies, Inc. (NYSE: WMB) (“WMB” or “Williams”) announced today that
they have entered into an agreement (the “Timing Agreement”) with the
staff of the Federal Trade Commission (“FTC”) in connection with Energy
Transfer Corp LP’s proposed acquisition of WMB. As previously disclosed
in Energy Transfer Corp LP’s registration statement on Form S-4 filed on
November 24, 2015 with the Securities and Exchange Commission, ETE and
WMB received a request for additional information and documentary
material (the “Second Requests”) from the FTC pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
“HSR Act”). ETE and WMB are targeting compliance with the Second
Requests in January 2016.
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Under the terms of the Timing Agreement, ETE and WMB have agreed (1) not
to consummate the proposed acquisition prior to 60 days after
substantial compliance with the Second Requests, and (2) not to
consummate the proposed acquisition before March 18, 2016. ETE and WMB
continue to work cooperatively with the staff of the FTC as it conducts
its review of the proposed acquisition.
Completion of the proposed transaction remains subject to regulatory
review, including the approval of the proposed transaction by the
Federal Energy Regulatory Commission. Completion of the proposed
transaction also remains subject to the approval of WMB stockholders and
other customary closing conditions.
Energy Transfer Equity, L.P. (NYSE: ETE) is a master limited
partnership which 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), approximately 2.6 million ETP common units,
approximately 81.0 million ETP Class I Units, which track 90 percent of
the underlying economics of the general partner interest and IDRs of
Sunoco Logistics Partners L.P. (NYSE: SXL), and 100 ETP Class H Units.
On a consolidated basis, ETE’s family of companies owns and operates
approximately 71,000 miles of natural gas, natural gas liquids, refined
products, and crude oil pipelines.
WMB (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting North American natural gas and natural gas
products to growing demand for cleaner fuel and feedstocks.
Headquartered in Tulsa, Okla., WMB owns approximately 60 percent of
Williams Partners L.P. (NYSE: WPZ) (“Williams Partners”), including all
of the 2 percent general-partner interest. Williams Partners is an
industry-leading, large-cap master limited partnership with operations
across the natural gas value chain from gathering, processing and
interstate transportation of natural gas and natural gas liquids to
petchem production of ethylene, propylene and other olefins. With major
positions in top U.S. supply basins and also in Canada, Williams
Partners owns and operates more than 33,000 miles of pipelines system
wide – including the nation’s largest volume and fastest growing
pipeline – providing natural gas for clean-power generation, heating and
industrial use. Williams Partners’ operations touch approximately 30
percent of U.S. natural gas.
Forward-looking Statements
This communication may contain forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding the merger of ETE and WMB, the expected future performance of
the combined company (including expected results of operations and
financial guidance), and the combined company's future financial
condition, operating results, strategy and plans. Forward-looking
statements may be identified by the use of the words "anticipates,"
"expects," "intends," "plans," "should," "could," "would," "may,"
"will," "believes," "estimates," "potential," "target," "opportunity,"
"designed," "create," "predict," "project," "seek," "ongoing,"
"increases" or "continue" and variations or similar expressions. These
statements are based upon the current expectations and beliefs of
management and are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual results to
differ materially from those described in the forward-looking
statements. These assumptions, risks and uncertainties include, but are
not limited to, assumptions, risks and uncertainties discussed in the
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q
for each of ETE, Energy Transfer Partners, L.P. (“ETP”), Sunoco
Logistics Partners L.P. (“SXL”), Sunoco LP (“SUN”), WMB and Williams
Partners filed with the U.S. Securities and Exchange Commission (the
"SEC") and assumptions, risks and uncertainties relating to the proposed
transaction, as detailed from time to time in ETE’s, ETP’s, SXL’s,
SUN’s, WMB’s and Williams Partners’ filings with the SEC, which factors
are incorporated herein by reference. Important factors that could cause
actual results to differ materially from the forward-looking statements
we make in this communication are set forth in other reports or
documents that ETE, ETP, SXL, SUN, WMB and Williams Partners file from
time to time with the SEC include, but are not limited to: (1) the
ultimate outcome of any business combination transaction between ETE and
Energy Transfer Corp LP (“ETC”) and Williams; (2) the ultimate outcome
and results of integrating the operations of ETE and Williams, the
ultimate outcome of ETE’s operating strategy applied to Williams and the
ultimate ability to realize cost savings and synergies; (3) the effects
of the business combination transaction of ETE, ETC and Williams,
including the combined company's future financial condition, operating
results, strategy and plans; (4) the ability to obtain required
regulatory approvals and meet other closing conditions to the
transaction, including approval under the HSR Act and Williams
stockholder approval, on a timely basis or at all; (5) the reaction of
the companies’ stockholders, customers, employees and counterparties to
the proposed transaction; (6) diversion of management time on
transaction-related issues; (7) unpredictable economic conditions in the
United States and other markets, including fluctuations in the market
price of ETE common units and ETC common shares; (8) the ability to
obtain the intended tax treatment in connection with the issuance of ETC
common shares to Williams stockholders; and (9) the ability to maintain
Williams’, Williams Partners’, ETP’s, SXL’s and SUN’s current credit
ratings. All forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by this
cautionary statement. Readers are cautioned not to place undue reliance
on any of these forward-looking statements. These forward-looking
statements speak only as of the date hereof. Neither ETE nor WMB
undertakes no obligation to update any of these forward-looking
statements to reflect events or circumstances after the date of this
communication or to reflect actual outcomes.
Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended. This
communication relates to the entry by ETE and Williams into definitive
agreements for a combination of the two companies. In furtherance of
this proposal, ETC filed a prospectus on Form S-4 which includes a proxy
statement of Williams with the SEC on November 24, 2015 (as it may be
amended from time to time, the “Proxy Statement/Prospectus”). This
communication is not a substitute for the Proxy Statement/Prospectus.
INVESTORS AND SECURITY HOLDERS OF ETE AND WILLIAMS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED BUSINESS COMBINATION TRANSACTION. The Proxy
statement/Prospectus will be mailed to stockholders of Williams.
Investors and security holders may obtain free copies of these documents
and other documents filed with the SEC by ETE, ETC and Williams through
the web site maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by ETE and ETC with the SEC are available
free of charge on ETE’s website at www.energytransfer.com or
by contacting Investor Relations at 214-981-0700 and copies of the
documents filed by Williams with the SEC are available on Williams’
website at investor.williams.com.
ETE and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding the directors and officers of ETE’s general
partner is contained in ETE’s Annual Report on Form 10-K filed with the
SEC on March 2, 2015 (as it may be amended from time to time), as well
as the Proxy Statement/Prospectus. Investors should read the Proxy
Statement/Prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from ETE using
the sources indicated above.
Williams and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding the directors and officers of Williams is
contained in Williams’ Annual Report on Form 10-K filed with
the SEC on February 25, 2015 (as it may be amended from time to time),
as well as the Proxy Statement/Prospectus. Investors should read the
Proxy Statement/Prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of
these documents from Williams using the sources indicated above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151214005410/en/
Source: Energy Transfer Equity, L.P. and The Williams Companies, Inc.
Energy Transfer Equity, L.P.
Investor Relations:
Brent
Ratliff, 214-981-0795
or
Lyndsay Hannah, 214-840-5477
or
Media
Relations:
Granado Communications Group
Vicki Granado,
214-599-8785
mobile: 214-498-9272
or
Brunswick Group
Steve
Lipin, 212-333-3810
or
Mark Palmer, 214-254-3790
or
The
Williams Companies, Inc.
Investor Relations:
John
Porter, 918-573-0797
or
Brett Krieg, 918-573-4614
or
Media
Relations:
Lance Latham, 918-573-9675
or
Joele Frank,
Wilkinson Brimmer Katcher
Dan Katcher, Andrew Siegel or Dan Moore,
212-355-4449