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Energy Transfer Equity to combine with Williams in $37.7 billion deal

Staff writer |
Energy Transfer Equity and The Williams Companies announced a business combination transaction valued at approximately $37.7 billion, including the assumption of debt and other liabilities.

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This announcement follows the termination of the previously agreed merger agreement between WMB and Williams Partners L.P. The business combination between ETE and WMB was approved by the boards of both entities.

The combination will create the third largest energy franchise in North America and one of the five largest global energy companies. The combination will also benefit customers by enabling further investments in capital projects and efficiencies that would not be achievable absent the transaction.

Under the terms of the transaction, Energy Transfer Corp LP (ETC), an affiliate of ETE, will acquire Williams at an implied current price of $43.50 per Williams share.

Williams’ stockholders will have the right to elect to receive as merger consideration either ETC common shares, which would be publicly traded on the NYSE under the symbol ETC, and / or cash. Elections to receive ETC common shares and cash will be subject to proration.

Cash elections will be prorated to the extent they exceed $6.05 billion in the aggregate and stock elections will be prorated to the extent the full $6.05 billion cash pool is not utilized.

Williams stockholders electing to receive stock consideration will receive a fixed exchange ratio of 1.8716 ETC common shares for each share of WMB common stock, before giving effect to proration.

If all Williams’ stockholders elect to receive all cash or all stock, then each share of Williams common stock would receive $8.00 in cash and 1.5274 ETC common shares.

In addition, WMB stockholders will be entitled to a special one-time dividend of $0.10 per WMB share to be paid immediately prior to the closing of the transaction.

The special one-time dividend is in addition to the regularly scheduled WMB dividends to be paid before closing.


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