ETE and Williams Receive FTC Clearance for Proposed Acquisition
The Williams Companies, Inc. (NYSE: WMB) (“WMB” or “Williams”) today announced that the U.S. Federal Trade Commission (“FTC”)
has cleared Energy Transfer Equity, L.P.’s (NYSE: ETE) (“ETE”) proposed acquisition of WMB.
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.
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) (“WPZ”), including all of the 2 percent general-partner interest. WPZ 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, WPZ 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. WPZ’s 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 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, 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 ETE’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 ETE, 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
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 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
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 a proxy statement/prospectus
of Williams 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) 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 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.
The Williams Companies, Inc.
Investor Relations:
John Porter, 918-573-0797
or
Brett Krieg, 918-573-4614
or
Media Relations:
Lance Latham, 918-573-9675
or
Joele Frank, Wilkinson Brimmer Katcher
Dan Katcher, Andrew Siegel or Dan Moore, 212-355-4449
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