ETE announces private offering to help finance Williams merger – Tulsa World


Posted: Thursday, March 10, 2016 12:01 am
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Updated: 1:48 am, Thu Mar 10, 2016.

ETE announces private offering to help finance Williams merger

By CASEY SMITH
World Business Writer

TulsaWorld.com

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Energy Transfer Equity filed a plan with the U.S. Securities and Exchange Commission on Wednesday afternoon that the company says is part of a strategy to enhance its liquidity position, including the financial part of the deal payable to Williams Cos. stockholders under the proposed merger agreement with the Tulsa-based pipeline company.

According to the filing, ETE completed a private offering of Series A Convertible Preferred Units on March 8 that represent limited partner interests to certain common unitholders defined as “accredited investors” under financial law.

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The convertible units were issued to offerees who elected to participate in the plan. Unitholders would forgo a portion of their future potential cash distributions on common units for a period of up to nine fiscal quarters beginning when distributions for the fiscal quarter ending March 31, 2016, were declared.

Those who elected to participate in the plan received one convertible unit for each common unit.

ETE, the Dallas-based MLP that entered into a proposed merger agreement with Williams on Sept. 28, says that the plan is part of a broader strategy to be proactive in maintaining its credit rating and enhancing its liquidity position.

ETE said that it expects to use the net proceeds for general partnership purposes, which could include repayment of debt proposed to be incurred in connection with the acquisition of Williams Cos., the acquisition of equity securities of Energy Transfer Partners or other transactions to provide financial support to ETP.

ETE issued 329,299,267 convertible units to the electing unitholders at the close of the offering. This represents the participation by common unitholders with respect to approximately 31.5 percent of ETE’s total outstanding common units.

ETE’s chairman, Kelcy Warren, participated in the plan with substantially all of his common units, which represent approximately 18 percent of ETE’s total outstanding common units. Warren was issued 187,313,942 convertible units.

According to the filing, ETE initially intended to provide all of its common unitholders the opportunity to participate in the offering.

However, according to the filing, Williams Cos. wouldn’t allow its accounting firm to consent to a public offering.

A spokesman for Williams Cos. declined to comment on the contents of the SEC filing.

The merger agreement between ETE and Williams requires each party to obtain the other party’s consent to take certain actions prior to the closing of the merger.

In light of what ETE says in the filing it viewed as an important step to address potential cash needs (including to finance part of the consideration payable to WMB stockholders in the merger), ETE determined to conduct a private offering to certain accredited investors that was not subject to the SEC rules requiring the consent of Williams’ independent registered accounting firm.

The merger between ETE and Williams has been under scrutiny recently as the stocks have lost value and some analysts have called the deal into question.

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ETE announces private offering to help finance Williams merger – Tulsa World}

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