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Actionable news in WMB: WILLIAMS COMPANIES Inc,

Prospectuses and communications, business combinations




Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)


(Exact name of Registrant as specified in its charter)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices)

(214) 981-0700

(Registrants telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On April 18, 2016, Energy Transfer Corp LP ( ETC ), an affiliate of Energy Transfer Equity, L.P. (the Partnership ), filed with the Securities and Exchange Commission (the SEC ) an amendment to its Registration Statement on Form S-4 (the Registration Statement ) relating to the proposed merger with The Williams Companies, Inc. ( Williams ). The section of the Registration Statement titled SummaryRecent Developments contains certain updated financial and other information relating to ETC, the Partnership and the merger, including, among other things, (i) forecasted consolidated EBITDA, total cash available for distribution and distributions per common share of ETC for the years ending December 31, 2016, 2017 and 2018 (the forecast period ), (ii) forecasted unconsolidated and consolidated leverage ratios for the Partnership for the forecast period and (iii) disclosure that if the closing of the merger were to occur as of the date of the proxy statement/prospectus, Latham & Watkins LLP would be unable to deliver to ETC and Williams its tax opinion to the effect that the contribution of Williams assets and liabilities to the Partnership and the Partnerships issuance of Class E units to ETC should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies (the 721 Opinion ). The receipt by ETC and Williams of the 721 Opinion is one of the conditions to the closing of the merger and the Partnership believes that there is a substantial risk that the condition will not be satisfied.

Item 8.01. Other Events.

The information disclosed in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.

Forward-looking Statements

This Current Report on Form 8-K may contain forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding the potential merger of the Partnership 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...