Amendment to Form S-4 Registration Statement
Filed in Connection with the Transaction
In response to market speculation, The Williams Companies, Inc.
(NYSE:WMB) (“Williams”) today announced that its Board of Directors
is unanimously committed to completing the transaction with Energy
Transfer Equity, L.P. (NYSE: ETE) per the merger agreement executed
on September 28, 2015 as expeditiously as possible and delivering
the benefits of the transaction to Williams’ stockholders.
Consistent with this commitment, an amendment to the registration
statement on Form S-4 was filed with the Securities and Exchange
Commission on January 12, 2015. Completion of the pending
transaction remains subject to the approval of Williams’
stockholders and other customary closing conditions.
WMB (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting North American natural gas and natural
gas products to growing demand for cleaner fuel and feedstocks.
Headquartered in Tulsa, Okla., WMB owns approximately 60 percent of
Williams Partners L.P. (NYSE: WPZ) (“Williams Partners”), including
all of the 2 percent general-partner interest. Williams Partners is
an industry-leading, large-cap master limited partnership with
operations across the natural gas value chain from gathering,
processing and interstate transportation of natural gas and natural
gas liquids to petchem production of ethylene, propylene and other
olefins. With major positions in top U.S. supply basins and also in
Canada, Williams Partners owns and operates more than 33,000 miles
of pipelines system wide – including the nation’s largest volume
and fastest growing pipeline – providing natural gas for
clean-power generation, heating and industrial use. Williams
Partners’ operations touch approximately 30 percent of U.S. natural
gas.
NO OFFER OR SOLICITATION
This document shall not constitute an offer to sell or the
solicitation of an offer to buy 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction involving Energy Transfer Equity, L.P.
and The Williams Companies, Inc. will be submitted to Williams’
stockholders for their consideration. In connection with the
proposed transaction, Energy Transfer Corp LP (“ETC”) has filed
with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4 (which registration statement has not been
declared effective by the SEC) that includes a preliminary proxy
statement of Williams and a prospectus of ETC. Williams will mail
the definitive proxy statement/prospectus to its stockholders and
file other documents regarding the proposed transaction with the
SEC. This document is not intended to be, and is not, a substitute
for such filings or for any other document that ETC, Energy
Transfer or Williams may file with the SEC in connection with the
proposed transaction. SECURITY HOLDERS ARE URGED TO CAREFULLY READ
THE PRELIMINARY PROXY STATEMENT/PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4 FILED ON NOVEMBER 24, 2015 AND
ANY SUPPLEMENT OR AMENDMENT THERETO THAT MAY BE FILED, AND ALL
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. The registration statement, the joint proxy
statement/prospectus and other relevant materials (when they become
available) and any other documents filed or furnished by ETC,
Energy Transfer or Williams with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the registration
statement and the joint proxy statement/prospectus from Energy
Transfer by going to its investor relations page on its corporate
website at http://ir.energytransfer.com and from Williams by going
to its investor relations page on its corporate website at
http://co.williams.com/investors.
PARTICIPANTS IN THE SOLICITATION
Energy Transfer, Williams, their respective directors and
certain of their respective executive officers and employees may be
deemed to be “participants” (as defined in Schedule 14A under the
Exchange Act) in respect of the proposed transaction. Information
about Energy Transfer’s directors and executive officers is set
forth in its annual report on Form 10-K filed with the SEC on March
2, 2015, and information about Williams’ directors and executive
officers is set forth in its definitive proxy statement filed with
the SEC on April 10, 2015. These documents are available free of
charge from the sources indicated above, and from Energy Transfer
by going to its investor relations page on its corporate website at
http://ir.energytransfer.com and from Williams by going to its
investor relations page on its corporate website at
http://co.williams.com/investors. Other information regarding the
participants in the solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, are
contained in the preliminary proxy statement/prospectus included in
the registration statement on Form S-4 filed on November 24, 2015
and other relevant materials that Energy Transfer and Williams file
with the SEC.
FORWARD-LOOKING STATEMENTS
The reports, filings, and other public announcements of Williams
may contain or incorporate by reference statements that do not
directly or exclusively relate to historical facts. Such statements
are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We make these
forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by
various forms of words such as “anticipates,” “believes,” “seeks,”
“could,” “may,” “should,” “continues,” “estimates,” “expects,”
“forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,”
“planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,”
“guidance,” “outlook,” “in service date” or other similar
expressions. These forward-looking statements are based on
management’s beliefs and assumptions and on information currently
available to management and include, among others, statements
regarding:
- The status, expected timing and
expected outcome of the proposed merger between Williams and Energy
Transfer Corp LP (the “ETC Merger”);
- Statements regarding the proposed ETC
Merger;
- Our beliefs relating to value creation
as a result of the proposed ETC Merger;
- Benefits and synergies of the proposed
ETC Merger;
- Future opportunities for the combined
company;
- Other statements regarding Williams’
and Energy Transfer’s future beliefs, expectations, plans,
intentions, financial condition or performance;
- Expected levels of cash distributions
by Williams Partners L.P. (“WPZ”) with respect to general partner
interests, incentive distribution rights and limited partner
interests;
- Levels of dividends to Williams
stockholders;
- Future credit ratings of Williams and
WPZ;
- Amounts and nature of future capital
expenditures;
- Expansion and growth of our business
and operations;
- Financial condition and liquidity;
- Business strategy;
- Cash flow from operations or results of
operations;
- Seasonality of certain business
components;
- Natural gas, natural gas liquids, and
olefins prices, supply, and demand; and
- Demand for our services.
Forward-looking statements are based on numerous assumptions,
uncertainties and risks that could cause future events or results
to be materially different from those stated or implied in this
document. Many of the factors that will determine these results are
beyond our ability to control or predict. Specific factors that
could cause actual results to differ from results contemplated by
the forward-looking statements include, among others, the
following:
- Satisfaction of the conditions to the
completion of the proposed ETC Merger, including receipt of the
approval of Williams’ stockholders;
- The timing and likelihood of completion
of the proposed ETC Merger, including the timing, receipt and terms
and conditions of any required governmental and regulatory
approvals for the proposed merger that could reduce anticipated
benefits or cause the parties to abandon the proposed
transaction;
- The possibility that the expected
synergies and value creation from the proposed ETC Merger will not
be realized or will not be realized within the expected time
period;
- The risk that the businesses of
Williams and Energy Transfer will not be integrated
successfully;
- Disruption from the proposed merger
between Williams and Energy Transfer making it more difficult to
maintain business and operational relationships;
- The risk that unexpected costs will be
incurred in connection with the proposed ETC Merger;
- The possibility that the proposed ETC
Merger does not close, including due to the failure to satisfy the
closing conditions;
- Whether WPZ will produce sufficient
cash flows to provide the level of cash distributions we
expect;
- Whether Williams is able to pay current
and expected levels of dividends;
- Availability of supplies, market demand
and volatility of prices;
- Inflation, interest rates, fluctuation
in foreign exchange rates and general economic conditions
(including future disruptions and volatility in the global credit
markets and the impact of these events on customers and
suppliers);
- The strength and financial resources of
our competitors and the effects of competition;
- Whether we are able to successfully
identify, evaluate and execute investment opportunities;
- Our ability to acquire new businesses
and assets and successfully integrate those operations and assets
into our existing businesses as well as successfully expand our
facilities;
- Development of alternative energy
sources;
- The impact of operational and
developmental hazards and unforeseen interruptions;
- Costs of, changes in, or the results of
laws, government regulations (including safety and environmental
regulations), environmental liabilities, litigation, and rate
proceedings;
- Williams’ costs and funding obligations
for defined benefit pension plans and other postretirement benefit
plans;
- WPZ’s allocated costs for defined
benefit pension plans and other postretirement benefit plans
sponsored by its affiliates;
- Changes in maintenance and construction
costs;
- Changes in the current geopolitical
situation;
- Our exposure to the credit risk of our
customers and counterparties;
- Risks related to financing, including
restrictions stemming from debt agreements, future changes in
credit ratings as determined by nationally-recognized credit rating
agencies and the availability and cost of capital;
- The amount of cash distributions from
and capital requirements of our investments and joint ventures in
which we participate;
- Risks associated with weather and
natural phenomena, including climate conditions;
- Acts of terrorism, including
cybersecurity threats and related disruptions; and
- Additional risks described in our
filings with the SEC.
Given the uncertainties and risk factors that could cause our
actual results to differ materially from those contained in any
forward-looking statement, we caution investors not to unduly rely
on our forward-looking statements. We disclaim any obligations to
and do not intend to update the above list or announce publicly the
result of any revisions to any of the forward-looking statements to
reflect future events or developments.
In addition to causing our actual results to differ, the factors
listed above may cause our intentions to change from those
statements of intention set forth in this document. Such changes in
our intentions may also cause our results to differ. We may change
our intentions, at any time and without notice, based upon changes
in such factors, our assumptions, or otherwise.
Investors are urged to closely consider the disclosures and risk
factors in Williams’ annual report on Form 10-K filed with the SEC
on February 25, 2015, and each of its quarterly reports on Form
10-Q available from its offices or from its website at
http://co.williams.com/investors, as well as in Energy Transfer’s
annual report on Form 10-K filed with the SEC on March 2, 2015, and
each of its quarterly reports on Form 10-Q available from its
offices or from its website at http://ir.energytransfer.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160115005869/en/
The Williams Companies, Inc.Investor Relations:John Porter,
918-573-0797Brett Krieg, 918-573-4614orMedia Relations:Lance
Latham, 918-573-9675orJoele Frank, Wilkinson Brimmer KatcherDan
Katcher, Andrew Siegel or Dan Moore, 212-355-4449
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