What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to provide supplemental disclosures to the amended joint proxy statement/prospectus related to the proposed merger between Williams Companies (WMB) and Energy Transfer Corp LP (ETC). These disclosures are in response to developments in litigation challenging the merger and further detail the background of the merger negotiations, particularly concerning the termination of a prior agreement with Williams Partners L.P. (WPZ).

What was the change in the merger strategy that this filing elaborates on?

This filing details the strategic shift from an initial merger agreement with Williams Partners L.P. (WPZ) to a new agreement with Energy Transfer Corp LP (ETC). It explains the WMB Board's decision-making process, including considering the potential ETE transaction as more favorable, leading to the termination of the WPZ merger agreement and the execution of the ETE merger agreement.

Were there any financial opinions provided to support the ETE transaction?

Yes, financial advisors Barclays and Lazard provided oral and written fairness opinions to the Williams Companies Board of Directors on September 28, 2015, stating that, from a financial point of view, the merger consideration to be offered to WMB stockholders in the ETE transaction was fair.

How did the termination of the WPZ merger agreement impact costs?

The termination of the WPZ merger agreement involved an increase in the termination fee from $410 million to $428 million, achieved through a waiver of WPZ GP LLC's incentive distributions. Due to WMB's ownership of WPZ units, the $18 million increase in the termination fee effectively resulted in a net cost to WMB of approximately $7 million.

WMB 8-K SEC Disclosure — Feb 16, 2016

Summary

This Form 8-K filing by The Williams Companies, Inc. (WMB) on February 16, 2016, primarily serves as supplemental disclosure concerning litigation related to its proposed merger with Energy Transfer Corp LP (ETC), which is also an affiliate of Energy Transfer Equity, L.P. (ETE). The filing details updates to the merger background, particularly regarding the negotiations and decisions surrounding the termination of a prior merger agreement with Williams Partners L.P. (WPZ) and the eventual agreement with ETE. Key information for investors revolves around the complex negotiation process and the rationale behind the shift from the WPZ merger to the ETE transaction. It highlights the WMB Board's consideration of its fiduciary duties, the financial analyses and fairness opinions provided by advisors (Barclays and Lazard) for the ETE transaction, and the increased termination fee structure agreed upon with WPZ. Investors should note the extensive disclosures on the background of the merger, as this filing aims to supplement prior proxy statements and address developments in shareholder litigation.

Key Highlights

1The filing supplements disclosures regarding litigation challenging the merger between Williams Companies (WMB) and Energy Transfer Corp LP (ETC).
2It provides updated details on the background of the merger, specifically concerning the termination of a prior agreement with Williams Partners L.P. (WPZ).
3The WMB Board of Directors' process, including fiduciary duties and recommendations, is elaborated upon in relation to both the WPZ and ETE transactions.
4Financial advisory firms Barclays and Lazard provided fairness opinions to the WMB Board regarding the ETE merger consideration.
5An increased termination fee was agreed upon with WPZ (from $410 million to $428 million) through a waiver of incentive distributions, with a net cost to WMB of approximately $7 million.
6The filing emphasizes that this report supplements, and in some cases supersedes, information previously provided in the Amended Joint Proxy Statement/Prospectus (Amended Proxy).

WILLIAMS COMPANIES, INC. 8-K Report, Corporate Update (Feb 16, 2016)

Summary

Key Highlights

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