Williams Board Unanimously Committed to
Enforcing Its Rights Under the Merger Agreement and to Delivering
the Benefits of the Merger Agreement to its Stockholders
The Williams Companies, Inc. (NYSE:WMB) (“Williams” or “WMB”)
today announced that it has commenced litigation against Energy
Transfer Equity, L.P. (NYSE: ETE) (“ETE”) and Kelcy Warren in
response to the private offering of Series A Convertible Preferred
Units that ETE disclosed on March 9, 2016. The litigation against
ETE in the Delaware Court of Chancery seeks to unwind the private
offering of Series A Convertible Preferred Units. The litigation
against Kelcy Warren in the district court of Dallas County, Texas,
is for tortious, or wrongful, interference with the merger
agreement executed on September 28, 2015 as a result of the private
offering of Series A Convertible Preferred Units.
The Williams Board issued the following statement:
The Williams Board is unanimously committed to enforcing its
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. ETE has no basis to avoid its
obligations under the merger agreement.
Williams has reviewed ETE’s private offering of convertible
preferred units and concluded it is a breach of the merger
agreement. Among other things, the offering provides select ETE
investors with preferential treatment on ETE distributions.
Williams has commenced litigation to protect the interests of
its stockholders. The litigation is intended to ensure that
Williams’ stockholders will receive the consideration to which they
are entitled under the merger agreement.
Williams is committed to mailing the proxy statement, holding
the stockholder vote and closing the transaction as soon as
possible.
Williams remains committed to working with ETE to ensure the
financial strength of the combined company, provided that all ETE
and Williams investors are treated fairly and equitably. Williams
looks forward to completing the transaction and delivering its
benefits to the Company’s stockholders.
The Williams Board has not changed its recommendation "FOR" the
merger agreement executed on September 28, 2015. 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), 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.
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 and on March 23, 2016 (the “Form S-4”)
and in the most recent Annual Report on Form 10-K for each of
Energy Transfer Equity, L.P. (“ETE”), Energy Transfer Partners,
L.P. (“ETP”), Sunoco Logistics Partners L.P. (“SXL”), Sunoco, LP
(“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 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. 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. 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 atinvestor.williams.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160406005802/en/
Investor Relations:John Porter, 918-573-0797 (office)Brett
Krieg, 918-573-4614orMedia Relations:Lance Latham,
918-573-9675orJoele Frank, Wilkinson Brimmer KatcherDan Katcher /
Andrew Siegel / Dan Moore212-355-4449
Williams Companies (NYSE:WMB)
Historical Stock Chart
From Apr 2024 to May 2024
Williams Companies (NYSE:WMB)
Historical Stock Chart
From May 2023 to May 2024