Williams Schedules June 27, 2016 Special
Meeting for Stockholders to Vote on Pending Transaction
The Williams Companies, Inc. (NYSE: WMB) (“Williams”) today
announced that, in connection with ETE’s pending acquisition of
Williams, the registration statement on Form S-4 has been declared
“effective” by the U.S. Securities and Exchange Commission
(“SEC”).
Williams also 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 containing the proxy
statement/prospectus is available through the SEC’s website at
www.sec.gov or via Williams’ IR website at
http://investor.williams.com/. Williams 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.
The Williams Board is unanimously committed to enforcing
Williams’ rights under the Merger Agreement entered into with ETE
on September 28, 2015 and to delivering the benefits of the Merger
Agreement to Williams’ stockholders. Williams remains committed to
holding the stockholder vote and closing the transaction as soon as
possible.
In addition to the receipt of Williams stockholder approval, the
transaction remains subject to other customary closing conditions.
Integration planning is underway. The transaction is expected to
close in the second quarter of 2016.
Williams (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., Williams owns approximately 60
percent of Williams Partners L.P. (NYSE: WPZ) (“WPZ”), including
all of the 2 percent general-partner interest. WPZ 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, WPZ 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. WPZ’s operations touch
approximately 30 percent of U.S. natural gas.
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, 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 ETE, Energy Transfer Partners, L.P. (NYSE: ETP),
Sunoco Logistics Partners L.P. (NYSE: SXL), Sunoco, LP (NYSE: SUN),
WMB and WPZ filed with the U.S. Securities and Exchange
Commission (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, Energy Transfer Corp LP
(“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; and (9) the ability to maintain
Williams’, WPZ’s, ETP’s, SXL’s and SUN’s current credit ratings.
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/20160525005972/en/
The Williams Companies, Inc.Investor Relations:John Porter,
918-573-0797orBrett 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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