Actionable news
0
All posts from Actionable news
Actionable news in WMB: WILLIAMS COMPANIES Inc,

Williams: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

On April 6, 2016, The Williams Companies, Inc. (Williams) issued a press release that discussed the proposed business combination transaction with Energy Transfer Equity, L.P. (ETE). Below is a copy of such release. Also included below is an email sent on April 6, 2016 to all employees of Williams by Alan Armstrong, the President and Chief Executive Officer of Williams, that discusses the proposed business combination transaction with ETE.

WILLIAMS COMMENCES LITIGATION AGAINST ETE AND KELCY WARREN TO PROTECT STOCKHOLDER RIGHTS

Williams Board Unanimously Committed to Enforcing Its Rights Under th e Merger Agreement and to Delivering the Benefits of the Merger Agreement to its Stockholders

TULSA, Okla.

April 6, 2016

The Williams Companies, Inc. (NYSE: WMB) (Williams or WMB) today announced that it has commenced litigation against Energy Transfer Equity, L.P. (NYSE: ETE) (ETE) and Kelcy Warren in response to the private offering of Series A Convertible Preferred Units that ETE disclosed on March 9, 2016. The litigation against ETE in the Delaware Court of Chancery seeks to unwind the private offering of Series A Convertible Preferred Units. The litigation against Kelcy Warren in the district court of Dallas County, Texas, is for tortious, or wrongful, interference with the merger agreement executed on September 28, 2015 as a result of the private offering of Series A Convertible Preferred Units.

The Williams Board issued the following statement:

The Williams Board is unanimously committed to enforcing its rights under the merger agreement entered into with ETE on September 28, 2015 and to delivering the benefits of the merger agreement to Williams stockholders. ETE has no basis to avoid its obligations under the merger agreement.

Williams has reviewed ETEs private offering of convertible preferred units and concluded it is a breach of the merger agreement. Among other things, the offering provides select ETE investors with preferential treatment on ETE distributions.

Williams has commenced litigation to protect the interests of its stockholders. The litigation is intended to ensure that Williams stockholders will receive the consideration to which they are entitled under the merger agreement.

Williams is committed to mailing the proxy statement, holding the stockholder vote and closing the transaction as soon as possible.

Williams remains committed to working with ETE to ensure the financial strength of the combined company, provided that all ETE and Williams investors are treated fairly and equitably. Williams looks forward to completing the transaction and delivering its benefits to the Companys stockholders.

The Williams Board has not changed its recommendation FOR the merger agreement executed on September 28, 2015. In addition to the receipt of Williams stockholder approval, the transaction remains subject to other customary closing conditions. Integration planning is underway. The transaction is expected to close in the second quarter of 2016.

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), 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 nations 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 Williams, the expected future performance of the combined company (including expected results of operations and financial guidance), and the combined companys 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...


More