Williams Schedules June 27, 2016 Special Meeting for Stockholders to
Vote on Pending Transaction
Merger Also Subject to Other Closing Conditions
DALLAS--(BUSINESS WIRE)--May 25, 2016--
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the “Partnership”)
today announced that, in connection with ETE’s pending acquisition of
The Williams Companies, Inc. (NYSE: WMB) (“Williams”), the registration
statement of Energy Transfer Corp LP (“ETC”) on Form S-4 has been
declared “effective” by the U.S. Securities and Exchange Commission
(“SEC”).
Williams separately today announced that it has scheduled a special
meeting of stockholders for Williams stockholders to vote on the
transaction with ETE. The special meeting of stockholders will be held
on June 27, 2016 at 9:00 a.m. (Central Daylight Time) at the Williams
Resource Center Theater, One Williams Center, Tulsa, Oklahoma. Williams’
stockholders of record as of the close of business on May 19, 2016 are
entitled to vote at the meeting.
The registration statement for ETC containing the proxy
statement/prospectus is available through the SEC’s website at www.sec.gov,
via Williams’ IR website at http://investor.williams.com/,
or via ETE’s IR website at www.energytransfer.com.
Williams announced that it expects to begin mailing the proxy
statement/prospectus to stockholders today. Investors holding shares in
brokerage accounts should receive proxy statements/prospectuses from
their broker. The proxy statement/prospectus provides important
information about the proposed transaction, as well as voting
instructions.
In addition to the receipt of Williams stockholder approval, the
transaction remains subject to a number of closing conditions, including
the receipt by 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. 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 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. For more information, visit the
Energy Transfer Equity, L.P. website at www.energytransfer.com.
Forward-looking Statements
This communication may contain forward-looking statements. These
forward-looking statements may include, but are not limited to,
statements regarding the merger of the Partnership and Williams, 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
Registration Statement on Form S-4, filed with the SEC on November 24,
2015, as amended on January 12, 2016, on March 7, 2016, on March 23,
2016, on April 18, 2016, on May 4, 2016 (two amendments), on May 16,
2016 and on May 24, 2016 (the “Form S-4”) and in the most recent Annual
Report on Form 10-K for each of the Partnership, Energy Transfer
Partners, L.P. (“ETP”), Sunoco Logistics Partners L.P. (“SXL”), Sunoco
LP (“SUN”), Williams and Williams Partners LP (“WPZ”) filed with the SEC
and assumptions, risks and uncertainties relating to the proposed
transaction, as detailed from time to time in the Form S-4 and in the
Partnership’s, ETP’s, SXL’s, SUN’s, Williams’ and WPZ’s 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 the Form S-4 and in other reports or documents that the Partnership,
ETP, SXL, SUN, Williams and WPZ file from time to time with the SEC
include, but are not limited to: (1) the ultimate outcome of any
business combination transaction between the Partnership, Energy
Transfer Corp, LP (“ETC”) and Williams; (2) the ultimate outcome and
results of integrating the operations of the Partnership and Williams,
the ultimate outcome of the Partnership’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 the
Partnership, 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
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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 the Partnership’s 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; (9) the ability to maintain the Partnership’s, ETP’s,
SXL’s, SUN’s, Williams’ and WPZ’s current credit ratings; and (10) the
outcome and impact of the lawsuits filed by Williams against the
Partnership and its management. All forward-looking statements
attributable to the Partnership or any person acting on the
Partnership’s 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 the Partnership nor
Williams undertakes any 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 a proposed business combination between the
Partnership and Williams. In furtherance of the proposed business
combination and subject to future developments, the Partnership, ETC and
Williams have filed a registration statement on Form S-4 with the SEC
and a proxy statement/prospectus of WMB and other documents related to
the proposed business combination. This communication is not a
substitute for any proxy statement, registration statement, prospectus
or other document the Partnership, ETC or Williams may file with the SEC
in connection with the proposed business combination. The registration
statement of ETC was declared effective by the SEC on May 25, 2016.
INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP AND WILLIAMS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. Definitive proxy statement(s) 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 the
Partnership, ETC and Williams through the website maintained by the SEC
at http://www.sec.gov.
Copies of the documents filed by the Partnership and ETC with the SEC
will be available free of charge on the Partnership’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 will be available on Williams’
website at investor.williams.com.
The Partnership 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 the Partnership’s
general partner is contained in the Partnership’s Annual Report on Form
10-K filed with the SEC on February 29, 2016 (as it may be amended from
time to time). Additional information regarding the interests of such
potential participants is included in the proxy statement / prospectus
and other relevant documents filed with the SEC. Investors should read
the proxy statement / prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents from
the Partnership 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 26, 2016 (as it may be amended from time to time). Additional
information regarding the interests of such potential participants is
included in the proxy statement / prospectus and other relevant
documents filed with the SEC. Investors should read the proxy statement
/ prospectus carefully 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/20160525006075/en/
Source: Energy Transfer Equity, L.P.
Investor Relations:
Energy Transfer Equity, L.P.
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