Williams’s Proposed Acquisition of Southern Union

On June 23, 2011, The Williams Companies, Inc. announced that it has proposed to acquire all the outstanding shares of Southern Union Company for $39.00 per share in cash, for a total enterprise value of $8.7 billion. Cravath is representing Williams in connection with this transaction. Williams conveyed the all-cash, premium proposal via a letter to the Special Committee of Southern Union’s Board of Directors.

Williams’s all-cash proposal represents a premium of 18% over the nominal purchase price in Southern Union’s proposed transaction with Energy Transfer Equity, L.P. (“Energy Transfer”), announced on June 16, 2011, in which Southern Union shareholders would receive optionally redeemable Series B MLP partnership units of Energy Transfer with a stated value of $33.00 per share. The Williams proposal is not subject to any financing contingency and represents a premium of 38% over Southern Union’s closing share price the day prior to the Energy Transfer announcement.

The Cravath team includes partners Richard Hall, Faiza J. Saeed and Minh Van Ngo on corporate matters and partner Michael L. Schler on tax matters.