Williams Schedules June 27, 2016 Special
Meeting for Stockholders to Vote on Pending Transaction
Merger Also Subject to Other Closing
Conditions
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the
“Partnership”) today announced that, in connection with ETE’s
pending acquisition of The Williams Companies, Inc. (NYSE: WMB)
(“Williams”), the registration statement of Energy Transfer Corp LP
(“ETC”) on Form S-4 has been declared “effective” by the U.S.
Securities and Exchange Commission (“SEC”).
Williams separately today announced that it has scheduled a
special meeting of stockholders for Williams stockholders to vote
on the transaction with ETE. The special meeting of stockholders
will be held on June 27, 2016 at 9:00 a.m. (Central Daylight Time)
at the Williams Resource Center Theater, One Williams Center,
Tulsa, Oklahoma. Williams’ stockholders of record as of the close
of business on May 19, 2016 are entitled to vote at the
meeting.
The registration statement for ETC containing the proxy
statement/prospectus is available through the SEC’s website at
www.sec.gov, via Williams’ IR website at
http://investor.williams.com/, or via ETE’s IR website at
www.energytransfer.com. Williams announced that it expects to begin
mailing the proxy statement/prospectus to stockholders today.
Investors holding shares in brokerage accounts should receive proxy
statements/prospectuses from their broker. The proxy
statement/prospectus provides important information about the
proposed transaction, as well as voting instructions.
In addition to the receipt of Williams stockholder approval, the
transaction remains subject to a number of closing conditions,
including the receipt by 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. 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, filed with the SEC on November
24, 2015, as amended on January 12, 2016, on March 7, 2016, on
March 23, 2016, on April 18, 2016, on May 4, 2016 (two amendments),
on May 16, 2016 and on May 24, 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. (“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 Form S-4 and 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 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 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 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/20160525006075/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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