Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) and The
Williams Companies, Inc. (NYSE: WMB) (“WMB” or “Williams”)
announced today that they have entered into an agreement (the
“Timing Agreement”) with the staff of the Federal Trade Commission
(“FTC”) in connection with Energy Transfer Corp LP’s proposed
acquisition of WMB. As previously disclosed in Energy Transfer Corp
LP’s registration statement on Form S-4 filed on November 24, 2015
with the Securities and Exchange Commission, ETE and WMB received a
request for additional information and documentary material (the
“Second Requests”) from the FTC pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”). ETE
and WMB are targeting compliance with the Second Requests in
January 2016.
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Under the terms of the Timing Agreement, ETE and WMB have agreed
(1) not to consummate the proposed acquisition prior to 60 days
after substantial compliance with the Second Requests, and (2) not
to consummate the proposed acquisition before March 18, 2016. ETE
and WMB continue to work cooperatively with the staff of the FTC as
it conducts its review of the proposed acquisition.
Completion of the proposed transaction remains subject to
regulatory review, including the approval of the proposed
transaction by the Federal Energy Regulatory Commission. Completion
of the proposed transaction also remains subject to the approval of
WMB stockholders and other customary closing conditions.
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.
WMB (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., WMB owns approximately 60 percent of
Williams Partners L.P. (NYSE: WPZ) (“Williams Partners”), 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 WMB, 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
most recent Annual Report on Form 10-K and Quarterly Report on Form
10-Q for each of ETE, Energy Transfer Partners, L.P. (“ETP”),
Sunoco Logistics Partners L.P. (“SXL”), Sunoco LP (“SUN”), WMB and
Williams Partners 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 ETE’s, ETP’s, SXL’s, SUN’s, WMB’s and Williams
Partners’ 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 other reports or
documents that ETE, ETP, SXL, SUN, WMB and Williams Partners 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 and 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 the HSR Act 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’, Williams Partners’, 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 WMB undertakes no 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
the entry by ETE and Williams into definitive agreements for a
combination of the two companies. In furtherance of this
proposal, ETC filed a prospectus on Form S-4 which includes a
proxy statement of Williams with the SEC on November 24, 2015
(as it may be amended from time to time, the “Proxy
Statement/Prospectus”). This communication is not a substitute for
the Proxy Statement/Prospectus. INVESTORS AND SECURITY HOLDERS OF
ETE AND WILLIAMS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION TRANSACTION. The Proxy statement/Prospectus 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 web site maintained by
the SEC at http://www.sec.gov. Copies of the
documents filed by ETE and ETC with the SEC are 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 are 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 March 2, 2015 (as it may be amended from
time to time), as well as the Proxy Statement/Prospectus. 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 25, 2015 (as it may be
amended from time to time), as well as the Proxy
Statement/Prospectus. Investors should read the Proxy
Statement/Prospectus carefully when it becomes available 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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version on businesswire.com: http://www.businesswire.com/news/home/20151214005410/en/
Energy Transfer Equity, L.P.Investor Relations:Brent
Ratliff, 214-981-0795orLyndsay Hannah, 214-840-5477orMedia
Relations:Granado Communications GroupVicki Granado,
214-599-8785mobile: 214-498-9272orBrunswick GroupSteve Lipin,
212-333-3810orMark Palmer, 214-254-3790orThe Williams Companies,
Inc.Investor Relations:John Porter, 918-573-0797orBrett Krieg,
918-573-4614orMedia Relations:Lance Latham, 918-573-9675orJoele
Frank, Wilkinson Brimmer KatcherDan Katcher, Andrew Siegel or Dan
Moore, 212-355-4449
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