Williams Companies, Inc. (the) · NYSE:WMB

Williams Companies, Inc. (the) — Merger or Acquisition (June 2015)

11 slides from Williams Companies, Inc. (the)'s merger presentation, Jun 22, 2015

  1. Slide 1: ETE Proposal to Acquire WMB

    ENERGY TRANSFER EQUITY, L.P. ETE Proposal to Acquire WMB June 2015

  2. Slide 2: Legal Disclaimer

    LEGAL DISCLAIMER 2 This presentation may contain forward-looking statements, including but not limited to, statements regarding the offer by Energy Transfer Equity, L.P. (ETE) to acquire The Williams Companies, Inc. (WMB), its expected future performance (including expected results of operations and

  3. Slide 3: Proposed ETE / WMB Merger Would Create World's Largest Energy Infrastructure Group

    PROPOSED ETE / WMB MERGER WOULD CREATE WORLD’S LARGEST ENERGY INFRASTRUCTURE GROUP 3 • Energy Transfer Equity, L.P. (“ETE”) has made a proposal to acquire The Williams Companies, Inc. (“WMB”) in an all equity transaction valued at approximately $53 billion, including approximately $4.6 billion of re

  4. Slide 4: ETE Would Be Among the Largest Energy Companies in the World

    $415 $394 $278 $210 $185 $166 $153 $153 $152 $131 $115 $98 $83 $83 PTR XOM RDS CVX ETE PF PBR TOT SNP BP KMI SLB COP EPD ENB EPD ETP WPZ PAA SEP EEP OKS MMP SXL $ 83 $ 77 $ 65 $ 37 $ 25 $ 25 $ 21 $ 21 $ 20 ETE WOULD BE AMONG THE LARGEST ENERGY COMPANIES IN THE WORLD 4 Source: IBES consensus estimate

  5. Slide 5: Unique Geographic Footprint Across the Group

    5 ETP Assets SXL Assets Lone Star Express Pipeline Development Projects Lake Charles LNG Rover Pipeline Dakota Access Pipeline ` Company Operated Dealer / Distributor Operated Combined Sunoco Retail Platform SUN Terminals Marcus Hook Nederland Eagle Point Crude Conversion Pipeline UNIQUE GEOGRAPHIC

  6. Slide 6: ETE Would Continue to Benefit from Strong Cash Flow Growth

    67% 11% 10% 13% ETP RGP SXL LC LNG 2007 2008 2009 2010 2011 2012 2013 2014 2015E Status Quo 2015E Pro Forma $175 $222 $223 $191 $180 $180 $268 $119 $99 $99 $196 $316 $370 $396 $441 $534 $574 $641 $1,210 $1,210 $35 $48 $48 $48 $7 $11 $13 $14 $35 $103 $261 $261 $195 $196 $196 $890 $1,250 LP | WPZ GP +

  7. Slide 7: Why We Believe Proposed ETE Corp / WMB Merger Is Superior to WMB / WPZ Restructuring

    WHY WE BELIEVE PROPOSED ETE CORP / WMB MERGER IS SUPERIOR TO WMB / WPZ RESTRUCTURING • A defensive, financial restructuring transaction which in our view lacks strategic benefits – Low coverage ratio of distributable cash flow to dividends – Limited ability to increase dividends at guidance levels w

  8. Slide 8: Benefits of ETE Proposal to Williams Stakeholders

    BENEFITS OF ETE PROPOSAL TO WILLIAMS STAKEHOLDERS • Participation in rapidly consolidating midstream space with premium operating franchise / platform where diversity of asset base, scale, and scope of operations are critical to value maximization • Unique powerhouse that derives its strength from t

  9. Slide 9: Expected Benefits to ETE Stakeholders

    EXPECTED BENEFITS TO ETE STAKEHOLDERS • Transaction would be immediately accretive to distributable cash flow for ETE • A combination of ETE and WMB would create the world’s largest energy infrastructure group and third largest energy franchise in North America, with improved cash flow diversificati

  10. Slide 10: Pro Forma ETE Organization

    10 PRO FORMA ETE ORGANIZATION ENERGY TRANSFER LNG Lake Charles LNG (Regas) SUNOCO LOGISTICS PARTNERS L.P. (NYSE: SXL) Baa3 / BBB / BBB (Stable) 5% LP Interest, 100% GP / IDRs Product Pipelines Terminal Facilities Crude Oil Pipelines Crude Oil Acquisition & Marketing 90% GP / IDRs (Class H Units) 27%

  11. Slide 11: Trading and Financial Performance Supports the Expected Benefits of Our Structure

    TRADING AND FINANCIAL PERFORMANCE SUPPORTS THE EXPECTED BENEFITS OF OUR STRUCTURE 11 34.0% 27.0% 23.5% 18.4% 18.3% 15.1% 13.7% 8.7% 8.4% 7.5% 6.4% 4.3% Company A ETE Company B Company C Company D Company E Company F Company G Company H Company I Company J Company K (20%) 20% 60% 100% 140% 180% 220%

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