Energy Transfer Equity in Energy Mega-Merger

September 28, 2015

Cleary Gottlieb is representing Goldman Sachs as financial advisor to Energy Transfer Equity, L.P. (“ETE”) and its general partner, LE GP, LLC, in connection with the business combination, announced September 28, 2015, between The Williams Companies, Inc. (“WMB”) and ETE. The transaction, valued at approximately $37.7 billion, follows the termination of the previously agreed merger of WMB and Williams Partners L.P. Under the terms of the transaction, Energy Transfer Corp LP ("ETC"), will acquire WMB at an implied current price of $43.50 per share. WMB stockholders will have the right to elect to receive as merger consideration either ETC common shares and/or cash. As part of the transaction, in exchange for the contribution by ETC to ETE of all of the assets and liabilities of WMB, ETE will issue to ETC a number of ETE Class E common units equal to the number of ETC common shares to be issued in the transaction. To address any uncertainty as to how the newly listed ETC common shares, as a new security, will trade relative to the ETE common units, ETE has agreed that, as part of the merger consideration, each ETC share will have attached to it one contingent consideration right.

The closing of the transaction is subject to customary conditions, including the receipt of approval of the merger from WMB's stockholders and all required regulatory approvals, and is anticipated to occur in the first half of 2016.

The combination is expected to create the third largest energy franchise in North America, and one of the five largest global energy companies.