Believes Williams’ lawsuit is meritless and like its other lawsuits
will lead to delay
DALLAS--(BUSINESS WIRE)--May 15, 2016--
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the “Partnership”)
today released a statement from Kelcy Warren, the Chairman of the Board
of Directors of its general partner, in response to last Friday night’s
announcement by the Williams Companies, Inc. (NYSE: WMB) (“Williams”)
that it filed an action in the Delaware Court of Chancery seeking a
Declaratory Judgment and Injunction preventing the Partnership from
terminating or otherwise avoiding its obligations under the merger
agreement entered into with Williams on September 28, 2015.
Mr. Warren stated:
“ETE is disappointed that Williams, rather than seriously engaging in
discussions regarding the existing transaction, has chosen to file a
third separate lawsuit in the last six weeks regarding our pending
merger. The filing of these lawsuits has contributed materially to the
very delay in completing the Securities and Exchange Commission’s
(“SEC”) review of the proxy statement/prospectus and proceeding towards
a stockholder meeting that Williams complains about in its most recent
suit.
Before this suit was filed, we were making progress towards clearing all
SEC comments and believe we were close to finalizing the proxy
statement/prospectus for the Williams stockholder meeting to vote on the
merger. We further believe that ETE’s good faith efforts were reinforced
by our recent agreement with Williams to amend the merger agreement to
provide for a reduction of the time periods necessary for certain
administrative matters. This amendment essentially provided nearly an
additional month for the parties to finalize and mail the proxy
statement/prospectus than was contemplated in the original merger
agreement.
As we have previously informed Williams and as described in the Form
S-4, we believe that even if the Williams stockholders approve the
merger, the merger will still not be able to close due to a failure of a
material closing condition given the substantial risk that Latham &
Watkins LLP will not be able to deliver the 721(a) opinion. Accordingly,
we believe Williams’ latest lawsuit is an attempt to gain undue leverage
in and undermine future discussions regarding the pending merger and
will only result in further delay. We have made multiple attempts to
engage with Williams in a constructive dialog regarding a path forward
that would be in the best interest of both companies and their
respective equity holders. Before this most recent suit was filed, we
reached out to Williams requesting such discussions. Williams has
unfortunately taken steps to limit our communications with members of
its Board, and did not respond to our most recent request before filing
its third lawsuit.
In addition, despite material changes in circumstances since a majority
of the Williams Board of Directors approved the merger agreement on
September 28, 2015 and recommended that the Williams stockholders vote
to approve the adoption of the merger agreement, we understand that the
Williams Board of Directors has not updated its recommendation to take
into account the impact of these material changes. We are concerned with
the Williams Board of Directors’ decision in this regard, and believe
the Board should reconsider its recommendation and decide if a majority
of the directors continue to recommend that the Williams stockholders
vote to approve the adoption of the merger agreement.
ETE intends to continue trying to cooperate and engage with Williams and
will continue to comply with its obligations under the merger agreement,
while also having to defend itself against these multiple lawsuits filed
by Williams. ETE reserves all rights regarding potential claims against
Williams and its Board of Directors.”
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 potential 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
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
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 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 Current Report 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
Current Report relates to the entry by the Partnership and Williams into
definitive agreements for a combination of the two companies. In
furtherance of this proposal and subject to future developments, the
Partnership, ETC and Williams may file one or more registration
statements, proxy statements or other documents with the SEC. This
Current Report 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 transaction.
INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP AND WILLIAMS ARE URGED
TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION TRANSACTION. Any definitive
proxy statement(s) (if and when available) will be mailed to
stockholders of Williams. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and other
documents filed with the SEC by the Partnership, ETC and Williams
through the web site 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 will be included in the proxy statement /
prospectus and other relevant documents filed with the SEC if and when
they become available. 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 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 will
be included in the proxy statement / prospectus and other relevant
documents filed with the SEC if and when they become available.
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/20160515005040/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