In response to inquiries from stockholders, Energy Transfer
Equity, L.P. (NYSE: ETE) (“ETE”) today stated that despite
recent turmoil in the world energy and financial markets, it is
confirming its merger proposal, under which ETE would acquire all
of the outstanding common stock of The Williams Companies, Inc.
(NYSE: WMB) ("Williams" or "WMB") at a fixed exchange ratio of
0.9358 ETE Corp shares for each Williams share, representing a
32.4% premium to the Williams common share closing price as of June
19, 2015, based on ETE’s unit price on the same date.
Despite comments made by Williams management to research
analysts and WMB stockholders, ETE continues to be open to engaging
in the strategic alternatives process announced by Williams, but
only if it is fair and evenhanded and is not designed to
disadvantage ETE (and ultimately WMB shareholders) or unduly
restrict ETE’s ability to pursue the proposed transaction.
Regardless of whether ETE participates in the Williams process,
ETE is ready to provide confidential information to WMB without
material restrictions so that WMB and its Board can understand what
ETE believes to be the truly unique and compelling investment and
return characteristics available to the Williams stockholder from
this combination.
In the event that ETE is unable to participate in the Williams
process, ETE remains fully committed to taking the necessary steps
to implement the proposed transaction with Williams (including
soliciting against the Williams and Williams Partners L.P. (NYSE:
WPZ) merger).
ETE continues to strongly believe that a merger with Williams
and the addition of WPZ to its family of partnerships would create
significantly more value for the Williams stockholders than the
proposed merger of Williams and WPZ.
For additional information regarding ETE’s merger proposal,
reference is made to ETE’s June 2, 2015 press release available on
ETE’s website at www.energytransfer.com.
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), approximately 23.6 million ETP common units,
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), and 100 ETP Class I
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.
Forward-looking Statements
This communication may contain forward-looking
statements. These forward-looking statements include, but are
not limited to, statements regarding ETE’s offer to
acquire Williams, its expected future performance (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, ETP and SXL 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 and
SXL’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
ETE, ETP and SXL file from time to time with the SEC include,
but are not limited to: (1) the ultimate outcome of any potential
business combination transaction between ETE, ETE Corp and
Williams including the possibilities that ETE will not pursue
a transaction with Williams and
that Williams will continue to reject a transaction with
ETE and fail to terminate its existing merger agreement with WPZ;
(2) if a transaction between ETE, ETE Corp and Williams were
to occur, 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, ETE Corp 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 ETE common
units and ETE Corp common shares; (8) the ability to obtain the
intended tax treatment in connection with the issuance of ETE
common shares to Williams stockholders; (9) the ability to maintain
Williams’ and WPZ’s current credit ratings and (10) the risks and
uncertainties detailed by Williams and WPZ with respect
to their respective businesses as described in their respective
reports and documents filed with the SEC. 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. ETE 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 a
proposal which ETE has made for a business combination
transaction with Williams. In furtherance of this proposal and
subject to future developments, ETE and ETE Corp (and, if a
negotiated transaction is agreed, Williams) may file one or
more registration statements, proxy statements or other documents
with the SEC. This communication is not a substitute for any
proxy statement, registration statement, prospectus or other
document ETE, ETE Corp or Williams may file with
the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF ETE 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 ETE through the web site maintained by
the SEC at http://www.sec.gov. Copies of the
documents filed by ETE and ETE Corp with the SEC will be available
free of charge on ETE’s website
at www.energytransfer.com or by contacting Investor
Relations at 214-981-0700.
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).
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 ETE using the sources indicated above.
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version on businesswire.com: http://www.businesswire.com/news/home/20150707006606/en/
Investor Relations:Energy TransferBrent Ratliff,
214-981-0795orLyndsay Hannah, 214-840-5477orInnisfree M&A
IncorporatedArthur Crozier / Jennifer Shotwell / Scott
Winter212-750-5833orMedia Relations:Granado Communications
GroupVicki Granado, 214-599-8785Cell: 214-498-9272orBrunswick
GroupSteve Lipin, 212-333-3810orMark Palmer, 214-254-3790
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