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Thursday, June 30, 2016

Energy Transfer Equity Terminates Merger with Williams Partners

From an Energy Transfer Equity press release:
Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE” or the “Partnership”) today announced that it has terminated its merger agreement with The Williams Companies, Inc.(“Williams”) effective June 29, 2016. 
As previously announced, on Friday, June 24, 2016, the Delaware Court of Chancery issued an opinion finding that ETE is contractually entitled to terminate the merger agreement with Williams in the event ETE’s counselLatham & Watkins LLP (“Latham”) were unable to deliver a required tax opinion prior to the June 28, 2016, outside date in the merger agreement. Latham advised ETE that it was unable to deliver the opinion as of the outside date. Consistent with its rights and obligations under the merger agreement, ETE subsequently provided written notice terminating the merger agreement due to failure of conditions under the merger agreement, including Latham’s inability to deliver the required tax opinion, as well as the other bases detailed in ETE’s filings in the Delaware lawsuit referenced above. 
Williams has appealed the decision by the Delaware Court of Chancery to the Delaware Supreme Court.
View the entire release by clicking here.

Williams has issued a statement regarding ETE's termination of the merger:
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.

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