Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the
“Partnership”) today announced that the U.S. Federal Trade
Commission (“FTC”) has cleared ETE’s proposed acquisition of The
Williams Companies, Inc. (NYSE: WMB) (“WMB” or “Williams”).
The FTC’s clearance is subject to certain conditions which ETE
and WMB have agreed to undertake, to be satisfied following a
closing of ETE’s acquisition of WMB, including the sale of certain
assets. The FTC decision is accessible via the following link:
https://www.ftc.gov/enforcement/cases-proceedings/151-0172/energy-transfer-equitythe-williams-companies-matter
Completion of the proposed acquisition remains subject to the
approval of WMB stockholders and other closing conditions,
including the receipt by Energy Transfer Corp. LP (“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 mailed to Williams
stockholders. 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, which was declared effective by
the U.S. Securities and Exchange Commission (the “SEC”) on May 25,
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.
(NYSE: ETP) (“ETP”), Sunoco Logistics Partners L.P. (NYSE: SXL)
(“SXL”), Sunoco LP (NYSE: SUN) (“SUN”), Williams and 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
Williams Partners L.P.’s (NYSE: WPZ) (“WPZ”) 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 meet the
closing conditions to the transaction, including 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 AND
IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Definitive
proxy statement(s) were mailed to stockholders of Williams
beginning on May 25, 2016 and amended by Amendment No. 1 on June 3,
2016. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160609006248/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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