US: Williams files new lawsuit to keep merger on track

Williams has filed a new lawsuit against pipeline giant Energy Transfer Equity, seeking to force the company to proceed with their merger agreement.

Williams has accused its would-be buyer of trying to wriggle out of the deal. In a filing in the Delaware Court of Chancery announced late Friday, the company asked a judge to bar Energy Transfer from terminating the merger agreement over a tax issue that Energy Transfer has argued is critical, or if the deal isn’t closed by the June 28 deadline.

“Williams alleges that ETE has breached the merger agreement through a pattern of delay and obstruction designed to allow ETE to avoid its contractual commitments,” the company said in a statement late Friday.

Energy Transfer didn’t respond to requests for comment.

Energy Transfer has suffered from a severe case of buyer’s remorse since it agreed to buy Williams, a rival pipeline company, in a deal valued at $33 billion when it was announced last September.

The merger contract was written with unusually tight provisions on how Energy Transfer can get out of the agreement. Williams would owe Energy Transfer a $1.48 billion breakup fee if Williams walked away. Williams shareholders could still vote down the merger, but Williams’s board is pushing to hold Energy Transfer to the terms of the deal.

In recent weeks, Energy Transfer has argued that it can’t complete the acquisition—at least not as it is currently structured—because its lawyers can’t guarantee that the deal will be a tax-free transaction for Williams shareholders. Obtaining a favorable opinion on the tax issue from Energy Transfer’s lawyers is a requirement for the deal to close.

“We intend to honor all of our commitments under the merger agreement, but we can’t close this deal,” Energy Transfer Chairman Kelcy Warren said during a conference call earlier this month. “Absent a substantial restructuring of this transaction, which Energy Transfer has been very willing and actually desiring to do, absent that, we don’t have a deal.”

Full Content: The Wall Street Journal

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