ENERGY TRANSFER CORP LP (Exact Name of Registrant as Specified in its Charter)

Transcription

1 As filed with the Securities and Exchange Commission on April 18, 2016 Registration No UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENERGY TRANSFER CORP LP (Exact Name of Registrant as Specified in its Charter) Delaware (Primary Standard Industrial Classification Code Number) (State or other jurisdiction of Incorporation or Organization) 8111 Westchester Drive Dallas, Texas (214) (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) (I.R.S. Employer Identification Number) Thomas E. Long Group Chief Financial Officer Energy Transfer Equity, L.P Westchester Drive Dallas, Texas (214) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David A. Katz David K. Lam Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York (212) William N. Finnegan IV Debbie P. Yee Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas (713) Sarah C. Miller Senior Vice President, General Counsel and Corporate Secretary The Williams Companies, Inc. One Williams Center Tulsa, Oklahoma (918) Richard Hall Minh Van Ngo Cravath, Swaine & Moore LLP 825 Eighth Ave. New York, New York (212) Steven K. Talley Gibson, Dunn & Crutcher LLP 1801 California Street Denver, Colorado (303) Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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3 The information in this document is not complete and may be changed. Energy Transfer Corp LP may not issue the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 18, 2016 MERGER PROPOSAL YOUR VOTE IS VERY IMPORTANT [DATE] EXPLANATORY NOTE On September 28, 2015, The Williams Companies, Inc. ( WMB ) entered into an Agreement and Plan of Merger (the merger agreement ) with Energy Transfer Equity, L.P. ( ETE ), Energy Transfer Corp LP ( ETC ), Energy Transfer Corp GP, LLC ( ETC GP ), LE GP, LLC ( LE GP ) and Energy Transfer Equity GP, LLC ( ETE GP ). The merger agreement provides that WMB will be merged with and into ETC (the merger ), with ETC surviving the merger. ETE formed ETC as a limited partnership that will be treated as a corporation for U.S. federal income tax purposes. Immediately following the effective time of the merger (the effective time ), LE GP will merge with and into ETE GP (the GP merger and, together with the merger, the mergers ), with ETE GP surviving the GP merger and becoming the general partner of ETE. ETC will serve as the managing member of ETE GP. At the effective time, each issued and outstanding share of WMB common stock (other than shares of WMB common stock held by WMB, subsidiaries of WMB, ETC and its affiliates and shares of WMB common stock for which the holder thereof has properly demanded appraisal under Delaware law (and who does not fail to perfect or otherwise effectively withdraw their demand or waive or lose the right to appraisal)) will be cancelled and automatically converted into the right to receive, at the election of each WMB stockholder (subject to the election and proration procedures described below): $8.00 in cash and common shares representing limited partner interests in ETC ( ETC common shares ) (the mixed consideration ); or ETC common shares (the share consideration ); or $43.50 in cash (the cash consideration ). WMB stockholders that elect to receive the share consideration or the cash consideration will be subject to proration to ensure that the aggregate number of ETC common shares and the aggregate amount of cash paid in the merger will be the same as if all electing WMB shares received the mixed consideration. The receipt of the merger consideration is expected to be tax-free to the WMB stockholders, except with respect to any cash received. In addition, WMB is entitled to declare a special, one-time dividend of $0.10 per share of WMB common stock, to be paid to holders of record immediately prior to the closing of the merger and contingent upon consummation of the merger. In connection with the merger, ETE will acquire a number of ETC common shares at the exchange ratio associated with the share consideration, in exchange for the amount of cash needed by ETC to fund the cash portion of the merger consideration (the Parent Cash Deposit ), and, as a result, based on the number of shares of WMB common stock outstanding as of the date of this proxy statement/prospectus, ETE will own approximately 19% of the outstanding ETC common shares immediately after the effective time (which percentage becomes 17% after giving effect to the anticipated grant of awards under the Energy Transfer Corp LP 2016 Long-Term Incentive Plan following the merger). Immediately following the completion of the mergers, ETC will contribute substantially all of the assets and liabilities it assumed from WMB through the merger to ETE (the WMB Contribution and, together with the merger and the other transactions contemplated by the merger agreement, the merger transactions ) in exchange for the issuance by ETE to ETC of a number of Class E units, a new class of units representing limited partner interests in ETE (the ETE Class E units ), equal to (i) the number of ETC common shares issued to the WMB stockholders in the merger plus (ii) the number of ETC common shares issued to ETE in consideration for the Parent Cash Deposit. Each ETC common share issued in connection with the merger transactions will have attached to it one contingent consideration right (a CCR ). The CCR will provide each CCR holder with the right to receive ETC common shares or a cash payment, at ETE s election, should the average of the daily volume-weighted average price for common units representing limited partner interests in ETE (the ETE common units ) on the New York Stock Exchange ( NYSE ) ( ETE common units VWAP ) be greater than the average of the daily volume-weighted average price for ETC common shares on the NYSE ( ETC common shares VWAP ) for a period of 23 months following the 20th trading

4 day after the closing date of the merger (the measurement period ). If the ETC common shares VWAP is less than the ETE common units VWAP for the measurement period (such difference, a shortfall amount ), then each outstanding CCR will be automatically cancelled and converted into the right to receive a shortfall payment, which will be settled in ETC common shares or cash, at ETE s election, and ETE will issue a number of ETE Class E units to ETC equal to the number of ETC common shares so issued, if any. If, however, the ETC common shares VWAP is equal to or greater than the ETE common units VWAP for the measurement period, then each outstanding CCR will be immediately and automatically cancelled and no consideration of any kind will be delivered to CCR holders, and ETE will cancel a portion of the ETE Class E units held by ETC based on the amount of such difference, thereby reducing ETC s ownership interest in ETE. The CCRs will be automatically cancelled and extinguished prior to the end of the measurement period, without any consideration of any kind being delivered to the CCR holders, if (1) the ETC common shares VWAP is greater than the ETE common units VWAP for 20 consecutive trading days and (2) the ETC common shares VWAP is equal to or greater than the ETE common units VWAP for a period beginning on the twenty-first trading day after the effective date of the merger and ending on the twentieth such trading day as mentioned above. The CCRs will trade with the ETC common shares and will not be separable or separately traded and will have no separate voting rights. On September 28, 2015, the board of directors of WMB (the WMB Board ) (a) approved and declared advisable and resolved to recommend to its stockholders the adoption of the merger agreement, the merger and the other merger transactions and (b) declared that it is in the best interests of the WMB stockholders for WMB to enter into the merger agreement and consummate the merger and the other merger transactions. Prior to the merger, WMB will hold a special meeting of its stockholders (the special meeting ) for the WMB stockholders to approve (a) the adoption of the merger agreement and the transactions contemplated thereby, including the merger (the Merger Proposal ) and (b) the adjournment of the special meeting from time to time, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement (the Adjournment Proposal ). At the special meeting, the WMB stockholders will also cast a non-binding, advisory vote to approve the compensation that may be paid or become payable to WMB s named executive officers as a result of the merger (the Compensatory Proposal ). The WMB Board set as the record date (the Record Date ) for determining holders of WMB common stock entitled to vote at the special meeting. If you are a record holder of outstanding WMB common stock as of the close of business on the Record Date, you may vote at the special meeting. See the section titled The Special Meeting beginning on page 89 of this proxy statement/prospectus. The affirmative vote of holders of at least a majority of the outstanding shares of WMB common stock is required to approve the Merger Proposal. The affirmative vote of a majority of the votes cast affirmatively or negatively on the Compensatory Proposal is required to approve, on an advisory basis, the Compensatory Proposal, but this vote will not be binding on WMB, the WMB Board or any of the WMB Board s committees. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal at the special meeting, regardless of whether a quorum is present. This proxy statement/prospectus provides you with detailed information about the merger agreement, the merger transactions and related matters. ETC and WMB encourage you to read the entire document carefully. In particular, please read the Risk Factors section beginning on page 37 of this proxy statement/prospectus for a discussion of risks relevant to the merger, ETC, ETE and the combined company. Frank T. MacInnis Chairman of the Board of Directors of WMB NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE ETC COMMON SHARES OR THE ATTACHED CCR TO BE ISSUED IN THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this proxy statement/prospectus is and it was first mailed to WMB stockholders on or about.

5 One Williams Center Tulsa, Oklahoma NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON, To the Stockholders of The Williams Companies, Inc.: Notice is hereby given that a special meeting of stockholders (the special meeting ) of The Williams Companies, Inc. ( WMB ) will be held on at, local time, at to consider and vote upon the following proposals: Proposal 1: to approve the adoption of the Agreement and Plan of Merger (the merger agreement ) among Energy Transfer Equity, L.P., Energy Transfer Corp LP ( ETC ), Energy Transfer Corp GP, LLC, LE GP, LLC, Energy Transfer Equity GP, LLC and WMB, and the transactions contemplated thereby, including the merger of WMB with and into ETC (the merger ) (the Merger Proposal ); Proposal 2: to approve, on an advisory (non-binding) basis, specified compensatory arrangements between WMB and its named executive officers relating to the transactions contemplated by the merger agreement (the Compensatory Proposal ); and Proposal 3: to approve the adjournment of the special meeting from time to time, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal (the Adjournment Proposal and, together with the Merger Proposal and the Compensatory Proposal, the Proposals ). The above Proposals and related transactions are described in detail in the accompanying proxy statement/prospectus, which you should read before you vote. If the Merger Proposal is not approved by the WMB stockholders, the merger cannot be completed. Only holders of record of WMB common stock at the close of business on special meeting and any adjournments or postponements thereof. will be entitled to notice of and to vote at the Your vote is very important. To ensure your representation at the special meeting, complete and return the enclosed proxy card or submit your proxy by telephone or the Internet. Please submit a proxy promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from revoking the proxy and voting in person at the special meeting. If your shares are held in the name of a bank, broker or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee. On September 28, 2015, the Board of Directors of WMB approved and declared advisable the merger agreement and the other transactions contemplated thereby, including the merger and the Compensatory Proposal, and determined that they are in the best interests of WMB and its stockholders and recommends that you vote FOR the Proposals. BY ORDER OF THE BOARD OF DIRECTORS Sarah C. Miller Senior Vice President, General Counsel and Corporate Secretary [DATE]

6 ADDITIONAL INFORMATION This proxy statement/prospectus incorporates by reference important business and financial information about WMB from other documents filed with the Securities and Exchange Commission (the SEC ), that are not included in or delivered with this proxy statement/prospectus. See Where You Can Find More Information. Documents incorporated by reference are available to you without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from WMB or from MacKenzie Partners, Inc., WMB s proxy solicitor, at the following addresses and telephone numbers. The Williams Companies, Inc. Investor Relations One Williams Center Tulsa, Oklahoma (800) MacKenzie Partners, Inc. 105 Madison Avenue New York, New York Toll-free: (800) Collect: (212) To receive timely delivery of the requested documents in advance of the special meeting, you should make your request no later than. ABOUT THIS DOCUMENT This document, which forms part of a registration statement on Form S-4 filed with the SEC by ETC (File No ), constitutes a prospectus of ETC under Section 5 of the Securities Act of 1933, as amended (the Securities Act ), with respect to the ETC common shares with CCRs attached thereto to be issued pursuant to the merger agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), with respect to the special meeting, at which WMB stockholders will be asked to consider and vote on a proposal to adopt the merger agreement and the transactions contemplated thereby, including the merger, the Compensatory Proposal and the Adjournment Proposal. Neither ETC nor WMB has authorized anyone to give any information or make any representation about the merger, ETC or WMB that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither ETC nor WMB take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to WMB stockholders nor the issuance by ETC of its common shares and CCRs pursuant to the merger agreement will create any implication to the contrary. This proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. The information concerning ETC contained in this proxy statement/prospectus has been provided by ETC, and the information concerning WMB contained in or incorporated by reference into this proxy statement/prospectus has been provided by WMB.

7 TABLE OF CONTENTS QUESTIONS AND ANSWERS v SUMMARY 1 The Parties 1 The Merger 3 Merger Consideration 4 Appraisal Rights 4 Accounting Treatment of the Merger 5 Treatment of WMB Equity Awards 5 The Special Meeting; Required Vote 6 Recommendation of the WMB Board and Its Reasons for the Merger 6 Opinions of the Financial Advisors to the WMB Board 7 Reasons of ETE General Partner s Board for the Merger 8 No ETE Unitholder Approval 9 Financing Commitment 9 Board of Directors of the General Partner of ETC After the Merger 9 Interests of Directors and Executive Officers of WMB in the Merger 9 Risk Factors Relating to the Merger and Ownership of ETC Common Shares 10 Material U.S. Federal Income Tax Consequences of the Merger 11 Listing of the ETC Common Shares; Delisting and Deregistration of Shares of WMB Common Stock 12 Conditions to Completion of the Merger 12 Regulatory Approvals 13 No Solicitation by WMB of Alternate Proposals 14 Change in WMB Board Recommendation 14 Termination of the Merger Agreement 14 Expenses 15 Termination Fee 15 Comparison of Rights of ETC Shareholders and WMB Stockholders 15 Amendment of ETE Partnership Agreement 16 Litigation Relating to the Merger 16 The CCR Agreement 17 The Contribution Agreement 18 Recent Developments 19 Organizational Structure of ETC Prior to the Merger Transactions 27 Organizational Structure of ETC Following the Merger Transactions 28 ETC SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION 29 WMB SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION 31 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 33 COMPARATIVE HISTORICAL AND PRO FORMA PER UNIT AND PER SHARE INFORMATION 34 COMPARATIVE PER UNIT AND PER SHARE MARKET PRICE AND DISTRIBUTION AND DIVIDEND INFORMATION 36 RISK FACTORS 37 Risks Related to the Merger 37 Risks Related to the CCRs 44 Risks Related to ETC and the Ownership of the ETC Common Shares 45 Risks Related to Conflicts of Interest 53 Risks Related to the Businesses of ETE and the ETE Entities 55 Tax Risks 81 FORWARD-LOOKING STATEMENTS 84 THE PARTIES 87 Energy Transfer Corp LP 87 Energy Transfer Equity, L.P. 87 The Williams Companies, Inc. 88 i

8 THE SPECIAL MEETING 89 Date, Time and Place 89 Purpose; Proposals 89 Board Recommendation 89 Record Date; Outstanding Shares; Shares Entitled to Vote 89 Quorum 90 Required Vote 90 Stock Ownership of and Voting of Directors and Executive Officers of WMB 91 Voting and Submitting a Proxy for WMB Common Stock Held by Holders of Record 91 Voting and Submitting a Proxy for WMB Common Stock Held in Street Name 91 Revocability of Proxies; Changing Your Vote 92 Solicitation of Proxies 92 No Other Business 92 Adjournments 92 Attending the Special Meeting 93 Assistance 93 THE MERGER 94 Background of the Merger 94 Recommendation of the WMB Board and Its Reasons for the Merger 122 Opinions of the Financial Advisors to the WMB Board 130 Financial Forecasts 157 Reasons of ETE General Partner s Board for the Merger 162 Interests of Directors and Executive Officers of WMB in the Merger 164 Certain Beneficial Owners of WMB Common Stock 176 Appraisal Rights 178 No ETE Unitholder Approval 178 Accounting Treatment of the Merger 178 Regulatory Approvals and Clearances Required for the Merger 178 Financing Commitment 180 Listing of the ETC Common Shares 181 Delisting and Deregistration of WMB Common Stock 181 Amendment of ETE Partnership Agreement 181 Litigation Relating to the Merger 181 THE MERGER AGREEMENT 184 The Merger 184 Closing 185 Effective Time 185 Merger Consideration 185 Election Procedures 185 Proration 186 Treatment of WMB Equity Awards 189 Treatment of WMB Employee Stock Purchase Plan ( WMB ESPP ) 189 Pre-Merger Special Dividend 190 Subscription of ETC Common Shares by ETE 190 Fractional Shares 190 Exchange and Payment Procedures 190 Representations and Warranties 191 Conduct of Business Prior to the Effective Time 192 No Solicitation 194 Special Meeting 196 Regulatory Efforts 197 Other Covenants and Agreements 197 Employee Matters 198 Conditions to Completion of the Merger 198 ii

9 Definition of Material Adverse Effect 200 Termination of the Merger Agreement 201 Effect of Termination 202 Termination Fees and Expenses 202 Amendment and Modification 203 Governing Law; Jurisdiction 203 Specific Performance 203 Appraisal Rights 203 Contribution Agreement 204 CCR AGREEMENT 205 Terms 205 Early Cancellation of CCRs 206 Illustrative Examples of the CCR Terms 207 Transfer 208 Payment Date 208 Payment Procedures 209 Amendments 209 Governing Law 210 Termination of the CCR Agreement 210 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 211 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 217 DESCRIPTION OF ETC COMMON SHARES 223 Transfer of Common Shares 223 Transfer Agent and Registrar 223 COMPARISON OF RIGHTS OF ETC SHAREHOLDERS AND WMB STOCKHOLDERS 225 APPRAISAL RIGHTS 239 ADDITIONAL INFORMATION ABOUT ETC 243 Business 243 Management s Discussion and Analysis of Financial Condition and Results of Operations 254 Cash Distribution Policy and Restrictions on Distributions 301 How We Make Cash Distributions 308 Description of Our Partnership Agreement 310 Management 323 Compensation Discussion and Analysis 329 Certain Relationships and Related Party Transactions 356 Conflicts of Interest and Fiduciary Duties 357 ADDITIONAL INFORMATION ABOUT ETE 363 Business 363 Cash Distribution Policy of ETE and the ETE Entities 404 Material Provisions of the Partnership Agreement of ETE 422 LEGAL MATTERS 428 EXPERTS 428 FUTURE STOCKHOLDER PROPOSALS 429 WHERE YOU CAN FIND MORE INFORMATION 430 INDEX TO FINANCIAL STATEMENTS FIN-1 ANNEX A: AGREEMENT AND PLAN OF MERGER A-1 ANNEX B: FORM OF CONTINGENT CONSIDERATION RIGHTS AGREEMENT B-1 ANNEX C: FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER CORP LP ANNEX D: GLOSSARY OF TERMS C-1 D-1 ANNEX E: SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE E-1 ANNEX F: OPINION OF BARCLAYS CAPITAL INC. F-1 ANNEX G: OPINION OF LAZARD FRÈRES & CO. G-1 iii

10 CERTAIN DEFINED TERMS AND OTHER INFORMATION Unless the context otherwise requires, references in this proxy statement/prospectus to: ETC refers to Energy Transfer Corp LP and its subsidiaries; ETC GP refers to Energy Transfer Corp GP, LLC, ETC s general partner; ETE refers to Energy Transfer Equity, L.P. (NYSE: ETE) and its subsidiaries; ETE Entities means (i) for periods prior to the completion of the mergers, ETP, SXL and Sunoco, collectively, and (ii) for periods from and after the completion of the mergers, ETP, SXL, Sunoco and WPZ, collectively; ETE general partner means (i) for periods prior to the completion of the mergers, LE GP and (ii) for periods from and after the completion of the mergers, ETE GP; ETE GP refers to Energy Transfer Equity GP, LLC, ETC s wholly owned subsidiary, which will become the general partner of ETE following the GP merger; ETP refers to Energy Transfer Partners, L.P. (NYSE: ETP) and its subsidiaries; Existing GP Owner refers to KLW LLC, which is wholly owned by Kelcy L. Warren; LE GP refers to LE GP, LLC, the general partner of ETE, which will be merged with and into ETE GP in connection with the GP merger and thereafter cease to be the general partner of ETE; ETC s partnership agreement refers to the First Amended and Restated Agreement of Limited Partnership of Energy Transfer Corp LP to be adopted at the effective time, a form of which is attached to this proxy statement/prospectus as Annex C; Regency refers to Regency Energy Partners LP, an entity acquired by ETP in April 2015, and its subsidiaries; Sunoco refers to Sunoco LP (NYSE: SUN) and its subsidiaries; SXL refers to Sunoco Logistics Partners L.P. (NYSE: SXL) and its subsidiaries; WMB refers to The Williams Companies, Inc. (NYSE: WMB) and its subsidiaries; and WPZ refers to Williams Partners L.P. (NYSE: WPZ) and its subsidiaries. For additional defined terms, please see Annex D Glossary of Terms. ETC expects to grant awards to officers, directors and eligible service providers of ETC and its affiliates under the Energy Transfer Corp LP 2016 Long-Term Incentive Plan shortly following the closing of the merger covering approximately 10% of the outstanding ETC common shares at the consummation of the merger. Unless otherwise stated, the information in this proxy statement/prospectus regarding the ownership of ETC immediately following the merger and other pro forma financial information for ETC does not give effect to the expected award grants. Please see Additional Information About ETC Compensation Discussion and Analysis Our 2016 Long-Term Incentive Plan. iv

11 QUESTIONS AND ANSWERS The following section provides brief answers to certain questions that you may have regarding the merger agreement and the proposed mergers. Please note that this section does not address all issues that may be important to you as a WMB stockholder. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the annexes and the documents that have been incorporated by reference into this proxy statement/prospectus. Q. Why am I receiving these materials? A. WMB and ETE have agreed to merge WMB with and into ETC (the merger ), with ETC surviving the merger. WMB is holding a special meeting of stockholders (the special meeting ) to obtain the stockholder approval necessary to adopt the Agreement and Plan of Merger (the merger agreement ) among ETE, ETC, ETC GP, LE GP, ETE GP and WMB. We will be unable to complete the merger unless, among other things, the WMB stockholders approve the adoption of the merger agreement. WMB stockholders will also be asked to approve the Adjournment Proposal (as described below) and the Compensatory Proposal (as described below) at the special meeting. WMB is sending these materials to the WMB stockholders to help them decide how to vote their shares of WMB common stock regarding the matters described herein at the special meeting. This document constitutes both a proxy statement of WMB and a prospectus of ETC. This document is a proxy statement because the Board of Directors of WMB (the WMB Board ) is soliciting proxies from the WMB stockholders for the adoption of the merger agreement. This document is a prospectus because ETC, in connection with the merger, is offering common shares representing limited partner interests in ETC ( ETC common shares ) with contingent consideration rights ( CCRs ) attached thereto in exchange for outstanding shares of WMB common stock. Q. What will happen to WMB as a result of the merger? A. If the merger is successfully completed, WMB will be merged with and into ETC, with ETC surviving the merger. Following the merger, WMB will no longer be a publicly held company, and WMB common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Immediately following the completion of the merger (the effective time ), ETC will contribute substantially all of the assets and liabilities it assumed from WMB through the merger to ETE in exchange for the issuance by ETE to ETC of a number of Class E units, a new class of units representing limited partner interests in ETE (the ETE Class E units ), equal to (i) the number of ETC common shares issued to the WMB stockholders in the merger plus (ii) the number of ETC common shares issued to ETE in consideration for the Parent Cash Deposit (as defined below) (the WMB Contribution and, together with the merger and the other transactions contemplated by the merger agreement, the merger transactions ). Q. When will the merger be completed? A. ETE and WMB are working to complete the merger as soon as possible. We expect to complete the merger in the first half of 2016, but we cannot be certain when or if the conditions to the merger will be satisfied or, to the extent permitted, waived. The merger cannot be completed until a number of conditions are satisfied, including the approval of the adoption of the merger agreement by WMB stockholders at the special meeting, approval by the Federal Energy Regulatory Commission ( FERC ) pursuant to the Federal Power Act ( FPA ), v

12 clearance under the Canada Competition Act and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ( HSR Act ). See the section titled The Merger Regulatory Approvals and Clearances Required for the Merger. Q. Who do I call if I have further questions about the merger agreement or the merger? A. If WMB stockholders have further questions or would like additional copies, without charge, of this proxy statement/prospectus, they may call the WMB Investor Relations Departments at , or MacKenzie Partners, Inc., who is acting as WMB s proxy solicitation agent for the special meeting, at (800) Q. What happens if the merger is not consummated? A. If for any reason the merger is not consummated, WMB stockholders will retain their shares of WMB common stock, WMB will remain an independent public company and shares of WMB common stock will continue to be listed and traded on the NYSE. WMB stockholders will not receive the merger consideration or the pre-merger special dividend (as defined below). Additionally, if the merger agreement is terminated, under specified circumstances, WMB may be required to pay ETE a termination fee of $1.48 billion or reimburse ETE for up to $100 million of its expenses. See the section titled The Merger Agreement Termination Fees and Expenses beginning on page 202 of this proxy statement/prospectus. Q. What are the conditions to the completion of the merger? A. In addition to the approval of the Merger Proposal by the WMB stockholders, completion of the merger is subject to the satisfaction of a number of other conditions, including certain regulatory clearances. For additional information on the conditions to completing the merger, see the section titled The Merger Agreement Conditions to Completion of the Merger beginning on page 198 of this proxy statement/prospectus. Q. How will ETC be governed following the merger? A. ETC will be managed by its general partner, ETC GP, which will be managed by a board of directors appointed by the Existing GP Owner. The ETC GP board of directors (the ETC GP Board ) will consist of between five and 11 directors, at least three of which must be independent according to the standards of the NYSE and the Exchange Act. For additional information regarding the management of ETC following the merger, see the section titled Additional Information About ETC Management beginning on page 323 of this proxy statement/prospectus. After the merger, as a holder of ETC common shares, you will not be entitled to remove ETC GP as the general partner of ETC or to elect or remove directors on the ETC GP Board. Q. Where does ETC sit in the corporate structure of ETE? A. ETC will be managed by its general partner, ETC GP, and will also be the managing member of ETE GP, which will be the general partner of ETE following the completion of the GP merger. It is expected that the directors of LE GP immediately prior to the GP merger will continue as directors of ETE GP after the GP merger. Q. Is the consummation of the merger contingent upon any future approval by the holders of common units representing limited partner interests in ETE (the ETE common units )? A. No. No approvals by the holders of ETE common units are required to consummate the merger. vi

13 Q. Do any of the directors or executive officers of WMB have interests in the merger that may differ from or be in addition to interests of WMB stockholders? A. In considering the recommendation of the WMB Board to approve the merger, WMB stockholders should be aware that certain WMB directors and executive officers may be deemed to have interests in the merger that are in addition to, or different from, the interests of other WMB stockholders. The WMB Board was aware of these interests and considered them, among other matters, in approving the merger and the merger agreement and in making the recommendations that the WMB stockholders approve the merger agreement, the merger and the other merger transactions. These interests include: Certain WMB directors and executive officers have previously been granted WMB stock options, restricted stock units and/or deferred stock units. Under the merger agreement, each WMB stock option, including stock options held by WMB directors and executive officers, will be equitably adjusted immediately prior to the effective time by reducing the exercise price thereof by an amount equal to the pre-merger special dividend, contingent on the consummation of the merger. In addition, WMB equity-based awards, including those held by WMB directors and executive officers, outstanding immediately prior to the effective time will, as of the effective time, be assumed by ETC and converted into cash-settled, time-based equity awards of ETC, adjusted as described below in the section of this proxy statement/prospectus titled The Merger Agreement Treatment of WMB Equity Awards. Performance conditions applicable to WMB restricted stock units will generally be deemed to be satisfied at target (in the case of WMB performance stock units) or the greater of target and actual performance (in the case of WMB leveraged performance stock units). The converted stock options and restricted stock units will only be subject to time-based vesting conditions following the merger. All the converted ETC equity awards will otherwise remain subject to their existing terms and conditions, including the accelerated vesting of the stock options and restricted stock units held by WMB executive officers upon a termination of employment without cause or due to good reason (each as defined in the applicable plans and agreements and referred to as a qualifying termination ) during the two-year period following completion of the merger, and accelerated vesting of restricted stock units held by WMB non-employee directors upon any separation from service. Upon settlement, holders of converted WMB restricted stock units and WMB deferred stock units will also be entitled to receive (1) the pre-merger special dividend and payment of any other accrued dividend equivalents, (2) a cash payment in respect of any fractional ETC common shares that would have resulted from such conversion and (3) if such unit settles after the end of the CCR measurement period (as defined below), an amount in cash equal to the shortfall amount (if any). The right to certain contractual severance payments and benefits in the event a WMB executive officer experiences a qualifying termination of employment during the two-year period following the completion of the merger. The right to an accelerated payout of a WMB director s or executive officer s earned and accrued account balance under the Williams Companies Amended and Restated Retirement Restoration Plan. The right to indemnification and exculpation benefits following the closing of the merger. Q. Are there any risks I should consider in deciding whether to vote for the Merger Proposal? A. Yes. You should read and carefully consider the risks described in the section titled Risk Factors beginning on page 37 of this proxy statement/prospectus. Q: What impact has the recent decline in crude oil and natural gas prices had on ETE, WMB and the merger? A: Please see Summary Recent Developments beginning on page 19 of this proxy statement/prospectus. vii

14 Q. What effect will the merger have on the previously announced merger with WPZ? A. The merger agreement between WMB and WPZ was terminated before WMB and ETE entered into the merger agreement. There is no longer a planned merger between WMB and WPZ, and WPZ will remain as an independent publicly traded master limited partnership. Q. When and where will the special meeting be held? A. The special meeting will be held on at, local time, at. Q. Who is entitled to vote at the special meeting? A. If you are a record holder of WMB common stock as of the close of business on (the Record Date ), you are entitled to vote at the special meeting. See the section titled The Special Meeting beginning on page 89 of this proxy statement/prospectus. Q. What am I being asked to vote on at the special meeting? A. WMB stockholders are being asked to consider and vote on the following proposals: (1) The Merger Proposal : to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger; (2) The Compensatory Proposal : to approve, on an advisory (non-binding) basis, specified compensatory arrangements between WMB and its named executive officers relating to the transactions contemplated by the merger agreement; and (3) The Adjournment Proposal : to approve the adjournment of the special meeting from time to time, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal. Q. What vote is required to approve each of the Proposals? A. The approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of WMB common stock. The affirmative vote of a majority of the votes cast affirmatively or negatively on the Compensatory Proposal is required to approve, on an advisory basis, the Compensatory Proposal, but this vote will not be binding on WMB, the WMB Board or any of its committees. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal at the special meeting, regardless of whether a quorum is present. Q. What constitutes a quorum for the special meeting? A. The presence, in person or by proxy, of WMB stockholders representing a majority of the shares of WMB common stock outstanding on the Record Date will constitute a quorum for the special meeting. Q. What if I do not vote my WMB common stock or if I abstain from voting? A. The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of WMB common stock. Therefore, an abstention or failure to vote has the same effect as a vote against the Merger Proposal. The affirmative vote of a majority of the votes cast affirmatively or negatively on the Compensatory Proposal is required to approve, on an advisory basis, the Compensatory Proposal. Therefore, voting against the Compensatory Proposal increases the number of votes required to approve the Compensatory Proposal, but abstentions or failures to vote do not. viii

15 The Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal at the special meeting. Abstentions will not be treated as votes cast for purposes of the Adjournment Proposal. If you abstain from voting on the Adjournment Proposal, your shares of WMB common stock will be disregarded for purposes of determining the votes cast for the Adjournment Proposal, and the abstention will therefore have no effect on the adoption of that proposal. Neither the Compensatory Proposal nor the Adjournment Proposal affects the approval of the Merger Proposal. Q. Which proposals must be approved for the merger to be completed? A. The merger will not be completed unless the Merger Proposal is approved. Q. How do I submit my proxy for the special meeting? A. If you are a stockholder of record, you may submit a proxy by the Internet, by phone or by mail. If you hold your WMB common stock in street name (with a bank, broker or other nominee) you should follow the instructions provided by your bank, broker or other nominee. See the section titled The Special Meeting beginning on page 89 of this proxy statement/prospectus. Q. How many votes do I have? A. WMB stockholders have one vote per share of WMB common stock on each proposal to be voted upon. Q. If my shares of WMB common stock are held in street name by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me? A. No. If your shares of WMB common stock are held in street name, you must instruct your bank, broker or other nominee on how to vote your shares. See the section titled The Special Meeting beginning on page 89 of this proxy statement/prospectus. Q. What happens if I sell my WMB common stock after the Record Date but before the special meeting? A. If you transfer your shares of WMB common stock after the Record Date but before the date of the special meeting, you will retain your right to vote at the special meeting. Q. May I change my vote after I have delivered my proxy card? A. If you are a stockholder of record, you can change your vote within the regular voting deadlines by voting again by telephone or the Internet, executing and returning a later-dated proxy card or attending the special meeting and voting in person. If you are a stockholder of record, you can revoke your proxy by delivering a written notice of your revocation to WMB s Corporate Secretary at One Williams Center, MD 47, Tulsa, Oklahoma If you hold your WMB common stock in street name, you should follow the instructions provided by your bank, broker or other nominee. See the section titled The Special Meeting beginning on page 89 of this proxy statement/prospectus. Q. How does the WMB Board recommend that WMB stockholders vote at the special meeting? A. The WMB Board recommends that WMB stockholders vote FOR the Merger Proposal. See the section titled The Merger Recommendation of the WMB Board and Its Reasons for the Merger beginning on page 122 of this proxy statement/prospectus. The WMB Board recommends that WMB stockholders vote FOR the Compensatory Proposal. ix

16 The WMB Board recommends that WMB stockholders vote FOR the Adjournment Proposal. Q. Should WMB stockholders deliver their shares now? A. No. After the merger is completed, WMB stockholders who held their shares of WMB common stock in certificated or book entry form immediately prior to the effective time will receive written instructions for exchanging their shares of WMB common stock. If you hold shares of WMB common stock in street name, the consideration to be received including ETC common shares, if any, will be credited to your account in accordance with the policies and procedures of your bank, broker or other nominee within a few days following the completion of the merger. Please do not send in any stock certificates with your proxy card. Q. What will WMB stockholders be entitled to receive in the merger? A. If the merger is successfully completed, each WMB stockholder will be entitled to receive ETC common shares, cash or a combination of ETC common shares and cash in exchange for such holder s shares of WMB common stock (other than shares of WMB common stock held by WMB, subsidiaries of WMB, ETC and its affiliates and shares of WMB common stock for which the holder thereof has properly demanded appraisal of such holder s shares under Delaware law (and who does not fail to perfect or otherwise effectively withdraw their demand or waive or lose their right to appraisal)). Specifically, subject to the proration described below, each WMB stockholder may choose to receive one of the following options for each share of WMB common stock: $8.00 in cash and ETC common shares (the mixed consideration and an election to receive mixed consideration, a mixed election ); or ETC common shares (the share consideration and an election to receive share consideration, a share election ); or $43.50 in cash (the cash consideration and an election to receive cash consideration, a cash election ). WMB stockholders that elect to receive the share consideration or the cash consideration will be subject to proration to ensure that the aggregate number of ETC common shares and the aggregate amount of cash paid in the merger will be the same as if all electing shares received the mixed consideration. See the section titled The Merger Agreement Proration beginning on page 186 of this proxy statement/prospectus. If the merger would result in a WMB stockholder being entitled to receive a fractional ETC common share, such holder will receive cash (payable in U.S. dollars, without interest) in lieu of such fractional share. See the section titled The Merger Agreement Fractional Shares beginning on page 190 of this proxy statement/prospectus. Each ETC common share issued in the merger, including the ETC common shares issued to ETE in respect of the Parent Cash Deposit, will have attached to it one CCR. Q. What percentage of outstanding ETC common shares will WMB stockholders own after the successful consummation of the merger? A. If the merger is successfully completed, based on the number of shares of WMB common stock outstanding as of the date of this proxy statement/prospectus, and the fact that ETE will subscribe for a number of ETC common shares at the x exchange ratio associated with the share consideration in exchange for the amount of cash needed by ETC to fund the cash portion of the merger consideration (the Parent Cash Deposit ), WMB stockholders will collectively own approximately 81% of the outstanding ETC common shares immediately following completion of the merger (which percentage becomes approximately 74% after giving effect to the anticipated grant of awards under the Energy Transfer Corp LP 2016 Long-Term Incentive Plan following the merger). x

17 Q. What are the CCRs? A. A CCR is a contingent consideration right attached to each ETC common share issued in connection with the merger that represents the right to receive an additional payment, in cash or ETC common shares at ETE s election, from ETC under certain circumstances. The CCRs will not be separately listed on any securities exchange and will not have separate voting rights. The right to receive a payment under a CCR will only be transferable in connection with the transfer of the ETC common share to which it is attached. In addition, there is no assurance that any payment will be made under the CCRs. Any amounts to be received in connection with the CCRs are contingent upon the occurrence of certain events that may or may not occur. The CCR will provide each CCR holder with the right to receive ETC common shares or a cash payment, at ETE s election, should the average of the daily volume-weighted average price for ETE common units on the NYSE ( ETE common units VWAP ) be greater than the average of the daily volume-weighted average price for ETC common shares on the NYSE ( ETC common shares VWAP ) for a period of 23 months following the 20th trading day after the closing of the merger (the measurement period ). If the ETC common shares VWAP is less than the ETE common units VWAP for the measurement period (such difference, a shortfall amount ), then each outstanding CCR will be automatically cancelled and converted into the right to receive a shortfall payment, which will be settled in ETC common shares or cash, at ETE s election, and ETE will issue a number of ETE Class E units to ETC equal to the product of (a) the ratio of ETE Class E units held by ETC and its wholly owned subsidiaries over the number of ETC common shares outstanding (the CCR exchange ratio ), multiplied by (b) (i) the aggregate number of ETC common shares to be issued to CCR holders pursuant to the shortfall amount, if ETE elects the share payment, or (ii) the aggregate number of ETC common shares to be issued to ETE pursuant to the shortfall amount, if ETE elects the cash payment. If, however, the ETC common shares VWAP is equal to or greater than the ETE common units VWAP for the measurement period, then each outstanding CCR will be immediately and automatically cancelled and no consideration of any kind will be delivered to CCR holders in respect of the CCRs, and ETE will cancel a portion of the ETE Class E units held by ETC based on the amount of such difference, thereby reducing ETC s ownership interest in ETE. The CCRs will be automatically cancelled and extinguished prior to the end of the measurement period, without any consideration of any kind being delivered to CCR holders, if (1) the ETC common shares VWAP is greater than the ETE common units VWAP for 20 consecutive trading days and (2) the ETC common shares VWAP is equal to or greater than the ETE common units VWAP for a period beginning on the twenty-first trading day after the effective date of the merger and ending on the twentieth such trading day as mentioned above. For a complete description of the CCRs, see the section titled CCR Agreement beginning on page 205 of this proxy statement/prospectus. Q. Are WMB stockholders guaranteed to receive the consideration option they choose? A. No. Regardless of merger consideration elections made by WMB stockholders, the total amount of cash to be paid to WMB stockholders will be approximately $6.05 billion. If the sum of the cash to be delivered in cash elections and mixed elections is over $6.05 billion, then: WMB stockholders that made a mixed election would receive $8.00 plus ETC common shares. WMB stockholders that made a cash election would receive a pro rata amount of the cash remaining after the mixed election shares are paid (but less than $43.50), with the balance of their consideration consisting of an equivalent number of ETC common shares. WMB stockholders that made a share election would receive ETC common shares. WMB stockholders that did not make an election would receive ETC common shares. xi