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Energy Transfer Equity to Acquire Williams – Williams Companies, Inc.

Williams Companies, Inc. · Sep 28, 2015 · 23 slides

Investor presentation from the Shale Experts oil & gas presentation and slide database. Every page is imaged and its text indexed for search across operators, plays, basins and time.

Slides

  1. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 1
    ENERGY TRANSFER EQUITY, L.P. TO ACQUIRE WILLIAMS Investor Presentation September 28, 2015
  2. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 2
    OVERVIEW OF ETE / WMB MERGER TERMS Energy Transfer Equity, L.P. (ETE) has executed a definitive agreement to combine with Williams (WMB) in a transaction valued at approximately 38 billion as of September 25, 2015, including…
  3. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 3
    OVERVIEW OF ETE / WMB MERGER TERMS (CONTD) In addition, each ETC common share received by WMB stockholders in the merger will have attached to it one contingent consideration right (CCR) The WMB Board wanted protection that the newly…
  4. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 4
    COMBINATION CREATES A UNIQUE COLLECTION OF COMPATIBLE BUSINESSES THAT WILL DRIVE NEAR- AND LONG-TERM VALUE Creates the largest energy infrastructure company by combining two of the largest diversified MLPs, the second largest crude…
  5. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 5
    ILLUSTRATIVE TRANSACTION 1 Energy Transfer Corp GP LLC and Energy Transfer Corp Energy Transfer Corp LP (ETC) are formed; ETC elects to be taxed as a Public 2 GP LLC Shareholders corporation for federal tax purposes 2 ETC issues…
  6. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 6
    CONSIDERATION OVERVIEW AND CCR MECHANICS Consideration Overview WMB stockholders can elect to receive ETC common shares, cash or a mix of both in the merger, with cash and stock elections to be prorated such that the full cash pool…
  7. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 7
    PRO FORMA ENERGY TRANSFER ORGANIZATIONAL STRUCTURE ENERGY TRANSFER CORP LP ENERGY TRANSFER EQUITY, L.P. (NYSE: ETC) (NYSE: ETE) 58.8% LP Interest 100% (2) 1% LP Interest 90% GP / IDRs (1) 100% GP / IDRs 100% GP / IDRs…
  8. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 8
    ETC PREMIUM VALUE OPPORTUNITY Vast C-Corp Market Compared to MLPs(1) ETC Advantages MLP C-Corp structure well received by the market 60% of pro forma float at ETC 1099 rather than K-1 for tax purposes Provides access to broader…
  9. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 9
    BALANCE SHEET SCALE, MANAGING COST OF CAPITAL, AND OPTIONALITY WILL DETERMINE LONG-TERM WINNERS Enterprise Value vs. Top Energy Companies(1) ( in billions) 379 332 Major Midstream 269 Pro Forma Oilfield Services 193 E&P 149…
  10. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 10
    MERGER CREATES ONE OF THE LARGEST ENERGY FRANCHISES IN THE U.S.... Natural NGLs Crude Gas Oil 3rd largest MLP Leading Largest G&P MLP Largest transporter 3rd largest NGL 2nd largest planned transporter of non-refining and…
  11. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 11
    WITH A DIVERSIFIED PORTFOLIO OF COMPLEMENTARY BUSINESSES AND FINANCIAL SCALE ACROSS THE GROUP Enterprise Value of 150 billion and over 10 billion of Pro Forma Consolidated EBITDA Peer outperformance across entire ETE family 250%…
  12. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 12
    UNIQUE AND COMPLEMENTARY GEOGRAPHIC FOOTPRINT TO HELP DRIVE INCREASED ENERGY PRODUCTION , , ETP Assets , SXL Assets WPZ Pipelines , WPZ Gas Processing Plants , WPZ LPG Fractionators 1,155 1,468 , Crude Production…
  13. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 13
    CREATES A COMPELLING INTERSTATE NATURAL GAS PIPELINE COMBINATION THAT PROVIDES BENEFITS FOR PRODUCERS AND END USE CUSTOMERS Northwest Pipeline Constitution Atlantic Sunrise Rover Panhandle Eastern Appalachian Connector…
  14. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 14
    AND A FULLY INTEGRATED LIQUIDS PLATFORM ACROSS NORTH AMERICA The ability to integrate a producer liquids end-to-end solution will better serve customers and alleviate bottlenecks currently faced by producers Energy Transfer NGL…
  15. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 15
    ETE WILL CONTINUE TO BENEFIT FROM STRONG CASH FLOW GROWTH Distributions Received From Underlying Operating Partnerships(1) ( in millions) LP ETP GP + IDRs ETP LP RGP 3,952 GP + IDRs RGP Class H SXL 927 GP + IDRs SUN Lake…
  16. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 16
    MERGER ACCELERATES ETE TOWARDS INVESTMENT GRADE RATINGS Pro Forma Capital Structure Pro Forma Interest Rate Exposure (2) Actual Transaction Pro Forma ( in millions) 6/30/2015 Adjustments 6/30/2015 Cash and Cash Equivalents 1 0 1…
  17. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 17
    ORGANIC DEVELOPMENT AND ACQUISITIONS HAVE DRIVEN AND WILL CONTINUE TO DRIVE STRONG CASH FLOW GROWTH Growth Drivers Allegheny Access Permian Express Franchise Granite Wash Extension Completed 5 billion Eaglebine Express in organic…
  18. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 18
    ACQUISITION FURTHER ENHANCES OUR KEY STRENGTHS WMB/WPZ is a major complement to Energy Transfer's existing business and will benefit from its integrated business model Franchise Strengths Opportunities Access to multiple shale plays,…
  19. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 19
    WELL OVER 2 BILLION OF POTENTIAL EBITDA FROM COMMERCIAL SYNERGIES Appalachia / Northeast Integration of WPZ liquids footprint into SXLs Mariner East / Marcus Hook franchise; PDH development Expanded processing, gathering, and…
  20. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 20
    SUBSTANTIAL OPPORTUNITY TO REALIZE SHARED SERVICE COST SAVINGS Value Creation Low execution risk 300 to 400 million expected annual cost synergies Run-rate cost synergies expected to be achieved by 2017 HR…
  21. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 21
    BETTER POSITIONED TO CREATE VALUE WITH ONE OF NORTH AMERICAS LARGEST PRODUCERS Chesapeake Significant Improvement in Coverage for Chesapeake to Create Win-Win Outcomes Production Profile (1) for Energy Transfer and Chesapeake…
  22. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 22
    KEY TAKEAWAYS ETE / ETC will derive its cash flow strength from: Three of the largest investment grade diversified MLPs (ETP, SXL and WPZ) as well as a fast growing retail fuel MLP (SUN) Increasing incentive distributions resulting…
  23. Energy Transfer Equity to Acquire Williams – Williams Companies, Inc. – slide 23
    ILLUSTRATIVE TRANSACTION TIMELINE Expected timing from announcement to closing Subject to SEC review & regulatory approval September 2015 File proxy Prepare proxy / WMB First half of 2016: statement / S-4 Stockholder…

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