Energy Transfer Equity Announces Counterclaims against Williams
Seeks court ruling that it may terminate its merger agreement with Williams; Also Announces Dismissal of Williams’ Lawsuit Against Kelcy Warren
The Counterclaim alleges that Williams has breached the merger agreement
entered into with ETE on
-
the Williams board of directors modifying or qualifying its approval
and recommendation of the merger by, among other things, (i)
modifying, qualifying or disclaiming the fundamental bases for its
original recommendation of the merger, including by concluding that
the fairness opinions obtained by the Williams board of directors are
no longer reliable and declining to obtain new fairness opinions,
(ii) refusing to reconfirm its recommendation of the merger that was
made on
September 28 , 2015 in the face of such disclaimers, and (iii) consistently making public statements implying that the Williams Board supports enforcing the merger agreement as opposed to completing the merger; - refusing to cooperate with ETE’s efforts to finance the merger;
- failing to use reasonable best efforts to complete the merger; and
-
suing Kelcy Warren, the Chairman of the Board of Directors
of ETE’s general partner, personally in
Dallas County, Texas in violation of a mandatory forum selection provision in the merger agreement.
ETE seeks a declaratory judgment that Williams has breached the merger
agreement, including by its board of directors modifying or qualifying
its approval and recommendation of the merger, and that due to Williams’
breaches and its delays in bringing its claims, Williams is not entitled
to the relief it seeks. ETE also seeks a judgment that due to Williams’
breaches of the merger agreement, ETE is entitled
to immediately terminate the merger agreement. In the event ETE is
entitled to and does terminate the merger agreement due to a
modification or qualification of the Williams board of directors’
recommendation of the merger, Williams would owe ETE a termination fee
of
In addition, ETE seeks a declaratory judgment that, in the event Latham
& Watkins LLP (“Latham”), its outside tax counsel, is not able to
deliver a 721(a) tax opinion prior to the outside date of
ETE also announced today that, on
Notwithstanding the pendency of the litigation described
above, ETE intends to continue to comply with all of its obligations
under the merger agreement. The parties have agreed to expedited
proceedings with respect to the lawsuit in the
Forward-looking Statements
This communication may contain forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding the merger of the Partnership 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 the Partnership, Energy Transfer Partners, L.P. (“ETP”), Sunoco Logistics Partners L.P. (“SXL”), Sunoco LP (“SUN”), Williams and Williams Partners LP (“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 the Partnership’s, ETP’s, SXL’s, SUN’s, Williams’ 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 the Partnership, ETP, SXL, SUN, Williams 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 the Partnership, Energy Transfer Corp, LP (“ETC”) and Williams; (2) the ultimate outcome and results of integrating the operations of the Partnership and Williams, the ultimate outcome of the Partnership’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 the Partnership, 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 the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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 the Partnership’s 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 the Partnership’s, ETP’s, SXL’s, SUN’s, Williams’ and WPZ’s current credit ratings; and (10) the outcome and impact of the lawsuits filed by Williams against the Partnership and its management. All forward-looking statements attributable to the Partnership or any person acting on the Partnership’s 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 the Partnership 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 the
Partnership and Williams. In furtherance of the proposed business
combination and subject to future developments, the Partnership, 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 the Partnership, ETC or Williams may file with
the SEC in connection with the proposed business combination. The
registration statement of ETC was declared effective by the SEC on May
25, 2016. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP AND WILLIAMS
ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE
The Partnership 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 the Partnership’s general partner is contained in the Partnership’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 the Partnership 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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Source:
Investor Relations:
Energy Transfer Equity, L.P.
Brent
Ratliff, 214-981-0795
or
Lyndsay Hannah, 214-840-5477
or
Media
Relations:
Granado Communications Group
Vicki Granado,
214-599-8785
mobile: 214-498-9272
or
Brunswick Group
Steve
Lipin, 212-333-3810
or
Mark Palmer, 214-254-3790