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 the Delaware Court of Chancery has granted Williams’
motion to expedite the litigation commenced by Williams against Energy
Transfer Equity, L.P. (NYSE: ETE) (“ETE”) challenging the private
offering of Series A Convertible Preferred Units that ETE disclosed on
March 9, 2016.
As previously announced, Williams commenced litigation against 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 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. 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, and believes that all ETE
and Williams investors must be 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 at investor.williams.com.
