Election Deadline Set for 5:00 p.m., Eastern Daylight Time, on June
24, 2016
DALLAS & TULSA, Okla.--(BUSINESS WIRE)--Jun. 6, 2016--
Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) today announced that,
in connection with ETE’s pending acquisition of The Williams Companies,
Inc. (NYSE: WMB) (“Williams”), the election deadline for Williams
stockholders to elect the form of consideration they wish to receive in
the merger, subject to proration, is 5:00 p.m., Eastern Daylight Time,
on June 24, 2016.
Registered Williams stockholders are reminded that if they wish to make
an election, they must complete, sign and return a Form of Election to
American Stock Transfer & Trust Company, LLC (“AST”), the exchange agent
for the merger, prior to the election deadline. Williams stockholders
should retain the certificates representing their shares of Williams
common stock and should not mail the certificates to the exchange agent
at this time. Instructions on mailing certificates representing shares
of Williams common stock will be provided to stockholders once the
merger has closed. Williams stockholders holding shares through a
broker, bank or nominee should carefully follow the instructions
provided by such broker, bank or nominee to make an election. Such
stockholders may be subject to an earlier deadline from their brokers,
banks or nominees for making an election. Williams stockholders should
carefully review all the election materials provided to them before
making their election.
Williams stockholders are further reminded that during the period
following 5:00 p.m., Eastern Daylight Time, on June 24, 2016 and until
the consummation of the proposed merger, Williams stockholders will not
be able to transfer (including by sale) shares of Williams common stock
for which a properly completed Form of Election has been submitted to
AST. The date on which the closing of the merger, if any, will occur is
not known at this time and as a result, the period of time during which
the transfer restriction will apply is also unknown. If Williams
stockholders wish to retain the ability to transfer their shares of
Williams common stock between the election deadline and the completion
of the proposed merger, then they should not return a Form of Election.
However, Williams stockholders are advised that they may still be unable
to transfer all or a portion of their shares (including by sale)
because, as a result of all shares of Williams common stock for which an
election was validly made no longer being transferable, there may be no
trading market that will provide holders with adequate liquidity to make
the desired transfer.
Williams stockholders with questions regarding the election procedures,
who want up to date information on the election deadline or who wish to
obtain copies of the election materials may contact MacKenzie Partners,
Inc., the information agent for the transaction, at (800) 322-2885
(toll) or (212) 929-5500 (collect).
The merger remains subject to a number of closing conditions, including
the receipt of Williams stockholder approval and 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 which 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), approximately 2.6 million ETP common units,
approximately 81.0 million ETP Class I Units, which track 90 percent of
the underlying economics of the general partner interest and IDRs of
Sunoco Logistics Partners L.P. (NYSE: SXL), and 100 ETP Class H Units.
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.
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 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 ETE, ETP, SXL, SUN, WMB 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 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, 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; (9) the ability to maintain Williams’, WPZ’s, ETP’s, SXL’s
and SUN’s current credit ratings and (10) the outcome and impact of the
lawsuits filed by Williams against ETE and its management. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160606006444/en/
Source: Energy Transfer Equity, L.P.
Energy Transfer Equity, L.P.
Investor Relations:
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