Believes Williams’ lawsuit is meritless and
like its other lawsuits will lead to delay
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160515005040/en/
Investor Relations:Energy Transfer Equity, L.P.Brent Ratliff,
214-981-0795orLyndsay Hannah, 214-840-5477orMedia Relations:Granado
Communications GroupVicki Granado, 214-599-8785mobile:
214-498-9272orBrunswick GroupSteve Lipin, 212-333-3810orMark
Palmer, 214-254-3790
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