Williams Cos. (WMB) Comments on Terminated ETE (ETE) Agreement, Will Seek Damages

June 29, 2016 9:52 AM EDT

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The Williams Companies, Inc. (NYSE: WMB) today confirmed that Energy Transfer Equity, L.P. (NYSE: ETE) has provided notice that it is attempting to terminate the Merger Agreement based on an alleged failure to satisfy the closing condition requiring delivery of a Section 721(a) tax opinion from Latham & Watkins LLP.

Williams issued the following statement:

Williams does not believe ETE had a right to terminate the Merger Agreement because ETE breached the Merger Agreement by (among other reasons) failing to cooperate and use necessary efforts to satisfy the conditions to closing, including delivery of Latham & Watkins LLP’s Section 721(a) tax opinion. Accordingly, on June 27, 2016, Williams filed an appeal with the Delaware Supreme Court in connection with the Delaware Court of Chancery's June 24, 2016 ruling relating to the Merger Agreement between Williams and ETE.

Williams recognizes the practical fact that ETE has refused to close the merger. Williams has concluded that it is in the best interests of its stockholders to seek, among other remedies, monetary damages from ETE for its breaches. So, while taking appropriate actions to enforce its rights and deliver benefits of the Merger Agreement to its stockholders, Williams will renew its focus on connecting the best natural gas supplies to the best markets.

Williams remains well-positioned to meet the rapidly growing demand for natural gas and experience significant fee-based growth. Williams’ focus on fee-based revenue has produced strong cash flow, and looking forward, Williams expects continued growth from its portfolio of large scale demand driven projects and a fully contracted natural gas transmission business coming on in the balance of 2016, 2017 and 2018.

As previously announced, Williams stockholders voted to approve the previously announced Merger Agreement with ETE and the transactions contemplated thereby, including the merger of Williams into Energy Transfer Corp LP (“ETC”), an affiliate of ETE. The Merger Agreement was announced on September 28, 2015 and the final voting results were disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission.



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