Seeks court ruling that it may terminate its
merger agreement with Williams; Also Announces Dismissal of
Williams’ Lawsuit Against Kelcy Warren
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the
“Partnership”) today announced that it has
filed its Affirmative Defenses and Counterclaim in
the lawsuit brought by The Williams Companies, Inc.
(NYSE: WMB) (“Williams”) in the Delaware Court of
Chancery on Friday, May 13, 2016. The Affirmative Defenses and
Counterclaim were filed under seal on May 20, 2016.
The Counterclaim alleges that Williams has breached the merger
agreement entered into with ETE on September 28, 2015,
by, among other things:
- the Williams board of directors
modifying or qualifying its approval
and recommendation of the merger by, among other
things, (i) modifying, qualifying or disclaiming
the fundamental bases for its original recommendation of the
merger, including by concluding that the fairness opinions obtained
by the Williams board of directors are no longer reliable and
declining to obtain new fairness opinions, (ii) refusing to
reconfirm its recommendation of the merger that was
made on September 28, 2015 in the face of such
disclaimers, and (iii) consistently making public
statements implying that the Williams Board supports enforcing the
merger agreement as opposed to completing the merger;
- refusing to cooperate
with ETE’s efforts to finance the merger;
- failing to use reasonable best efforts
to complete the merger; and
- suing Kelcy Warren, the Chairman
of the Board of Directors of ETE’s general
partner, personally in Dallas County, Texas in violation of a
mandatory forum selection provision in the merger agreement.
ETE seeks a declaratory judgment that Williams
has breached the merger agreement, including by its
board of directors modifying or qualifying its approval
and recommendation of the merger, and that due to Williams’
breaches and its delays in bringing its claims, Williams is not
entitled to the relief it seeks. ETE also seeks a judgment
that due to Williams’ breaches of the merger
agreement, ETE is entitled
to immediately terminate the merger agreement. In the
event ETE is entitled to and does terminate the merger agreement
due to a modification or qualification of the Williams board of
directors’ recommendation of the merger, Williams would owe ETE a
termination fee of $1.48 billion.
In addition, ETE seeks a declaratory judgment
that, in the event Latham & Watkins LLP (“Latham”),
its outside tax counsel, is not able to deliver a 721(a) 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 penalty due to the failure
of a closing condition. Latham has advised ETE that
it would not be able to deliver this tax opinion were the opinion
requested as of today, and ETE believes that there is a
substantial risk that the closing condition relating to this tax
opinion will not be met or waived.
ETE also announced today that, on May 24, 2016, the
District Court of Dallas County, Texas granted a motion to dismiss
the lawsuit brought by Williams against Kelcy Warren. Mr. Warren
had filed the motion to dismiss on the basis that Williams’ lawsuit
against him in Dallas County was a breach of the mandatory forum
selection provisions of the merger agreement, among other
things.
Notwithstanding the pendency of the litigation described
above, ETE intends to continue to comply with all of its
obligations under the merger agreement. The parties have agreed to
expedited proceedings with respect to the lawsuit in the Delaware
Court of Chancery, with a trial scheduled to be held June
20 and June 21, 2016.
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/20160526006444/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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