Delaware Chancery Court holds that ETE is
Contractually Entitled to Terminate its Merger Agreement with
Williams
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the
“Partnership”) today announced that the Delaware Court of
Chancery has issued an opinion finding that ETE is contractually
entitled to terminate its merger agreement with The Williams
Companies, Inc. (“Williams”) in the event ETE’s counsel Latham
& Watkins LLP (“Latham”) is unable to deliver a required tax
opinion prior to the June 28, 2016 outside date in the merger
agreement.
The Chancery Court’s opinion stated:
“Because I conclude that Latham, as of the time of trial, could
not in good faith opine that tax authorities should treat the
specific exchange in question as tax free under Section 721(a); and
because Williams has failed to demonstrate that the Partnership has
materially breached its contractual obligation to undertake
commercially reasonable efforts to receive such an opinion from
Latham, I find that the Partnership is contractually entitled to
terminate the Merger Agreement, assuming Latham’s opinion does not
change before the end of the merger period, June 28, 2016.”
Latham has advised ETE that it is currently unable to deliver
the opinion, and ETE does not believe that Latham will be able to
render the opinion prior to June 29, 2016, the date that ETE would
be entitled to terminate the merger agreement in light of the
opinion rendered by the Delaware Court of Chancery. The Chancery
Court’s ruling is subject to appeal.
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 the pending
litigation between the Partnership and Williams; (2) the ultimate
outcome of any business combination transaction between the
Partnership, Energy Transfer Corp, LP (“ETC”) and
Williams; (3) 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; (4) 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; (5) the ability
to meet the closing conditions to the transaction, including
Williams stockholder approval, on a timely basis or at all; (6) the
reaction of the companies’ stockholders, customers, employees and
counterparties to the proposed transaction; (7) diversion of
management time on transaction-related issues; (8) 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; (9) the ability to obtain the
intended tax treatment in connection with the issuance of ETC
common shares to Williams stockholders; and (10) the ability to
maintain the Partnership’s, ETP’s, SXL’s, SUN’s, Williams’ and
WPZ’s current credit ratings. 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. The
Partnership does not undertake 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160624005785/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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