DALLAS--(BUSINESS WIRE)--Jun. 9, 2016--
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE” or the “Partnership”)
today announced that the U.S. Federal Trade Commission (“FTC”) has
cleared ETE’s proposed acquisition of The Williams Companies, Inc.
(NYSE: WMB) (“WMB” or “Williams”).
The FTC’s clearance is subject to certain conditions which ETE and WMB
have agreed to undertake, to be satisfied following a closing of ETE’s
acquisition of WMB, including the sale of certain assets. The FTC
decision is accessible via the following link:
https://www.ftc.gov/enforcement/cases-proceedings/151-0172/energy-transfer-equitythe-williams-companies-matter
Completion of the proposed acquisition remains subject to the approval
of WMB stockholders and other closing conditions, including the receipt
by Energy Transfer Corp. LP (“ETC”) and Williams of a tax opinion from
Latham & Watkins LLP (“Latham”) that the contribution of Williams’
assets by ETC to ETE should qualify as an exchange to which
Section 721(a) of the Internal Revenue Code applies. Latham has advised
ETE that it would not be able to deliver this tax opinion were the
opinion requested as of the date of the proxy statement/prospectus
mailed to Williams stockholders. ETE believes that there is a
substantial risk that the closing condition relating to this tax opinion
will not be met, and that it is unlikely that ETC would waive the
closing condition. Williams believes that the contribution should
qualify as an exchange to which Section 721(a) of the Internal Revenue
Code applies, and would be willing to waive the condition to closing
that Williams receive this tax opinion. Williams has filed a lawsuit
against ETE in the Delaware Court of Chancery seeking, among other
remedies, a declaratory judgment and injunction preventing ETE from
terminating or otherwise avoiding its obligations under the merger
agreement due to any failure of Latham to deliver the 721 tax opinion to
ETC and Williams. ETE has filed its affirmative defenses and
counterclaim and seeks, among other things, a declaratory judgment that,
in the event Latham fails to deliver the 721 tax opinion prior to the
outside date of June 28, 2016 set forth in the merger agreement, ETE
will be entitled to terminate the merger agreement without liability due
to the failure of a closing condition. The parties have agreed to
expedited proceedings, with a trial scheduled to be held June 20 and
June 21, 2016. Williams’ stockholders are encouraged to read the proxy
statement/prospectus in its entirety, including the section entitled
“Recent Developments,” for additional information regarding the
foregoing.
Energy Transfer Equity, L.P. (NYSE:ETE) is a master limited
partnership that owns the general partner and 100% of the incentive
distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE: ETP)
and Sunoco LP (NYSE: SUN). ETE also owns approximately 2.6 million ETP
common units and approximately 81.0 million ETP Class H Units, which
track 90% of the underlying economics of the general partner interest
and IDRs of Sunoco Logistics Partners L.P. (NYSE: SXL). On a
consolidated basis, ETE’s family of companies owns and operates
approximately 71,000 miles of natural gas, natural gas liquids, refined
products, and crude oil pipelines. For more information, visit
the Energy Transfer Equity, L.P. website at www.energytransfer.com.
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, which was declared effective by the
U.S. Securities and Exchange Commission (the “SEC”) on May 25, 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. (NYSE: ETP) (“ETP”),
Sunoco Logistics Partners L.P. (NYSE: SXL) (“SXL”), Sunoco LP (NYSE:
SUN) (“SUN”), Williams and 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 Williams Partners L.P.’s (NYSE: WPZ) (“WPZ”)
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 meet the closing conditions to
the transaction, including 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 SEC CAREFULLY AND IN
THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION. Definitive proxy statement(s)
were mailed to stockholders of Williams beginning on May 25, 2016 and
amended by Amendment No. 1 on June 3, 2016. Investors and security
holders may obtain free copies of these documents and other documents
filed with the SEC by the Partnership, ETC and Williams through the
website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Partnership and ETC with the SEC
will be available free of charge on the Partnership’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.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160609006248/en/
Source: Energy Transfer Equity, L.P.
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