Election Deadline Set for 5:00 p.m., Eastern
Daylight Time, on June 24, 2016
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) today announced
that, in connection with ETE’s pending acquisition of The Williams
Companies, Inc. (NYSE: WMB) (“Williams”), the election deadline for
Williams stockholders to elect the form of consideration they wish
to receive in the merger, subject to proration, is 5:00 p.m.,
Eastern Daylight Time, on June 24, 2016.
Registered Williams stockholders are reminded that if they wish
to make an election, they must complete, sign and return a Form of
Election to American Stock Transfer & Trust Company, LLC
(“AST”), the exchange agent for the merger, prior to the election
deadline. Williams stockholders should retain the certificates
representing their shares of Williams common stock and should not
mail the certificates to the exchange agent at this time.
Instructions on mailing certificates representing shares of
Williams common stock will be provided to stockholders once the
merger has closed. Williams stockholders holding shares through a
broker, bank or nominee should carefully follow the instructions
provided by such broker, bank or nominee to make an election. Such
stockholders may be subject to an earlier deadline from their
brokers, banks or nominees for making an election. Williams
stockholders should carefully review all the election materials
provided to them before making their election.
Williams stockholders are further reminded that during the
period following 5:00 p.m., Eastern Daylight Time, on June 24, 2016
and until the consummation of the proposed merger, Williams
stockholders will not be able to transfer (including by sale)
shares of Williams common stock for which a properly completed Form
of Election has been submitted to AST. The date on which the
closing of the merger, if any, will occur is not known at this time
and as a result, the period of time during which the transfer
restriction will apply is also unknown. If Williams stockholders
wish to retain the ability to transfer their shares of Williams
common stock between the election deadline and the completion of
the proposed merger, then they should not return a Form of
Election. However, Williams stockholders are advised that they may
still be unable to transfer all or a portion of their shares
(including by sale) because, as a result of all shares of Williams
common stock for which an election was validly made no longer being
transferable, there may be no trading market that will provide
holders with adequate liquidity to make the desired transfer.
Williams stockholders with questions regarding the election
procedures, who want up to date information on the election
deadline or who wish to obtain copies of the election materials may
contact MacKenzie Partners, Inc., the information agent for the
transaction, at (800) 322-2885 (toll) or (212) 929-5500
(collect).
The merger remains subject to a number of closing conditions,
including the receipt of Williams stockholder approval and 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 which 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), approximately 2.6
million ETP common units, approximately 81.0 million ETP Class I
Units, which track 90 percent of the underlying economics of the
general partner interest and IDRs of Sunoco Logistics Partners L.P.
(NYSE: SXL), and 100 ETP Class H Units. 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.
Forward-looking Statements
This communication may contain forward-looking
statements. These forward-looking statements include, but are
not limited to, statements regarding the merger of ETE 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 ETE,
ETP, SXL, SUN, WMB 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 ETE’s, ETP’s,
SXL’s, SUN’s, WMB’s 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 ETE,
ETP, SXL, SUN, WMB 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 ETE, ETC and Williams; (2)
the ultimate outcome and results of integrating the operations of
ETE and Williams, the ultimate outcome of ETE’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 ETE, 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 HSR 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 ETE 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 Williams’, WPZ’s, ETP’s,
SXL’s and SUN’s current credit ratings and (10) the outcome and
impact of the lawsuits filed by Williams against ETE and its
management. All forward-looking statements attributable to us or
any person acting on our 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 ETE 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 ETE and Williams. In
furtherance of this proposed business combination and subject to
future developments, ETE, 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 ETE, ETC or Williams may file
with the SEC in connection with the proposed business
combination. The registration statement was declared effective by
the SEC on May 25, 2016. INVESTORS AND SECURITY HOLDERS OF ETE 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) 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 ETE, ETC and Williams through the website
maintained by the SEC at http://www.sec.gov. Copies
of the documents filed by ETE and ETC with the SEC will
be available free of charge on ETE’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.
ETE 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 ETE’s general
partner is contained in ETE’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 ETE 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/20160606006444/en/
Energy Transfer Equity, L.P.Investor Relations: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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