UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): June 24, 2016~~

June 29, 2016

Date of Report (Date of earliest event reported)

ENERGY TRANSFER CORP LP

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware		001-37812		47-4466462
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification ~~No.~~Number)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices) ~~(Zip Code)~~

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.~~01.~~02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

On June 2429, 2016, Energy Transfer Equity, L.P. (“ETE” or the “Partnership”) ~~issued~~terminated athe ~~press~~Agreement ~~release~~and ~~announcing~~Plan ~~that~~of ~~the~~Merger ~~Delaware~~dated ~~Court~~as of ~~Chancery~~September 28, ~~had~~2015 ~~issued~~(the an“Merger ~~opinion~~Agreement”), ~~finding~~among ~~that~~Energy ~~ETE~~Transfer isCorp ~~contractually~~LP, ~~entitled~~a toDelaware ~~terminate~~limited ~~its~~partnership (“ETC”), ~~merger~~Energy ~~agreement~~Transfer ~~with~~Corp ~~The~~GP, ~~Williams Companies~~LLC, ~~Inc. (“Williams”)~~a inDelaware ~~the~~limited ~~event~~liability ~~ETE’s~~company ~~counsel~~and ~~Latham &~~the ~~Watkins~~general ~~LLP~~partner isof ~~unable~~ETC, tothe ~~deliver~~Partnership, LE GP, LLC, a ~~required~~Delaware ~~tax~~limited ~~opinion~~liability ~~prior~~company toand the ~~June 28,~~general ~~2016~~partner ~~outside~~of ~~date~~the inPartnership, ~~the~~Energy ~~merger~~Transfer Equity ~~agreement.~~GP, ~~The~~LLC, ~~press~~a ~~release~~Delaware islimited ~~attached~~liability ~~hereto~~company, asand ~~Exhibit 99~~The Williams Companies, Inc.1, ~~and~~a ~~incorporated~~Delaware ~~herein~~corporation by(“WMB” ~~reference~~or “Williams”).

As previously disclosed by the Partnership in its Current Report on Form 8-K disclosing entry into the Merger Agreement filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2015, the Merger Agreement provided that WMB would be merged with and into ETC (the “Merger”), with ETC surviving the Merger. The Merger Agreement provided, among other things, that at the effective time of the Merger, each issued and outstanding share of common stock of WMB (other than WMB shares held by WMB, subsidiaries of WMB, ETC and its affiliates and shares for which the holder thereof has perfected appraisal rights under Delaware law) would be cancelled and automatically converted into the right to receive, at the election of each holder and subject to proration as set forth in the Merger Agreement (i) $8.00 in cash and 1.5274 common units representing limited partner interests in ETC (“ETC common shares”); (ii) 1.8716 ETC common shares; or (iii) $43.50 in cash.

The Merger Agreement also provided that immediately following the effective time of the Merger, ETC, as the surviving entity in the Merger, would contribute to ETE all of the assets and liabilities of WMB in exchange for the issuance by ETE to ETC of a number of ETE Class E common units equal to the number of ETC common shares issued to the WMB stockholders in the Merger and to ETE (the “Contribution,” and together with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). In connection with the Transactions, ETE would subscribe for a number of ETC common shares at the transaction price, in exchange for the amount of cash needed by ETC to fund the cash portion of the merger consideration, and, as a result, would own approximately 19% of the outstanding ETC common shares immediately after the effective time of the Merger.

Completion of the Merger was subject to satisfaction or waiver of a condition that ETC and WMB receive a tax opinion from Latham & Watkins LLP (“Latham”) to the effect that the Contribution should qualify as an exchange to which Section 721(a) of the Internal Revenue Code applies (the “721 Opinion”), and each of ETE and WMB had the right, subject to limited exceptions, to terminate the Merger Agreement if completion of the Merger had not occurred by June 28, 2016 (the “Outside Date”).

As initially disclosed on April 18, 2016, Latham had advised ETE that it would not be able to deliver the 721 Opinion were the opinion requested as of such date, and has since reaffirmed its inability to deliver the 721 Opinion on multiple occasions. On May 13, 2016, Williams filed a lawsuit against ETE in the Delaware Court of Chancery seeking, among other remedies, a declaratory judgment and injunction preventing ETE from terminating or otherwise avoiding its obligations under the Merger Agreement due to any failure of Latham to deliver the 721 Opinion to ETC and Williams. ETE filed its affirmative defenses and counterclaim and sought, among other things, a declaratory judgment that, in the event Latham failed to deliver the 721 Opinion prior to the Outside Date, ETE would be entitled to terminate the Merger Agreement without liability due to the failure of a closing condition. ETE also asserted that Williams breached the Merger Agreement, including due to its board of directors modifying or qualifying its approval and recommendation of the Merger in addition to other breaches. If ETE prevails on its claim related to the modification or qualification of the board’s recommendation, Williams would owe ETE a termination fee of $1.48 billion.

On Friday, June 24, 2016, the Delaware Court of Chancery issued an opinion finding that ETE was contractually entitled to terminate the Merger Agreement with Williams in the event Latham were unable to deliver the 721 Opinion on or prior to the Outside Date. Latham advised ETE that it was unable to deliver the 721 Opinion as of the Outside Date. Consistent with its rights and obligations under the Merger Agreement, ETE subsequently provided written notice terminating the Merger Agreement due to the failure of conditions under the Merger Agreement, including Latham’s inability to deliver the 721 Opinion, as well as the other bases detailed in ETE’s filings in the Delaware lawsuit referenced above.

Williams has appealed the decision by the Delaware Court of Chancery to the Delaware Supreme Court.

Item 7.01

Regulation FD.

On June 29, 2016, ETE issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 of this Current Report on Form 8-K (including the related exhibits) is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
Exhibit No.		Description
99.1		Energy Transfer Equity, L.P. Press Release dated June 2429, 2016.

Forward-looking Statements

This communication may contain forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding the ~~merger~~ termination of the ~~Partnership~~merger ~~and~~agreement ~~Williams,~~between the ~~expected~~Partnership ~~future~~and ~~performance~~Williams ofand the ~~combined~~ultimate ~~company~~outcome ~~(including expected results~~ of ~~operations~~any ~~and~~litigation ~~financial~~between ~~guidance), and~~ the ~~combined~~Partnership ~~company’s~~and ~~future~~Williams ~~financial~~with ~~condition,~~respect ~~operating results, strategy and plans~~thereto. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “increases” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in the Registration Statement on Form S-4, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 25, 2016 (the “Form S-4”) and in the most recent Annual Report on Form 10-K for each of the Partnership, Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”), Sunoco Logistics Partners L.P. (NYSE: SXL) (“SXL”), Sunoco LP(NYSE: SUN) (“SUN”), Williams and WPZ filed with the SEC and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in the ~~Form S-4 and in the~~ Partnership’s, ETP’s, SXL’s, and SUN’s~~, Williams’~~ ~~and Williams Partners L.P.’s (NYSE: WPZ) (“WPZ”)~~ filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in the ~~Form S-4 and in other reports or~~ documents that the Partnership, ETP, SXL, ~~SUN, Williams~~ and ~~WPZ~~SUN file from time to time with the SEC include, but are not limited to: (1) the ultimate outcome of the pending litigation between the Partnership and Williams; (2) the ~~ultimate~~reaction ~~outcome~~ of any business combination transaction between the Partnership, Energy Transfer Corp, LP (“ETC”) and Williams; (3) the ultimate outcome and results of integrating the operations of the Partnership and Williams, the ultimate outcome of the PartnershipETE’s ~~operating strategy applied to Williams and the ultimate ability to realize cost savings~~ ~~and synergies; (4) the effects of the business combination transaction of the Partnership~~unitholders, ~~ETC and Williams~~customers, ~~including~~employees ~~the combined company’s future financial condition, operating results, strategy~~ and ~~plans;~~counterparties ~~(5) the ability~~ to ~~meet~~ the ~~closing~~termination ~~conditions~~of to the ~~transaction,~~merger ~~including Williams stockholder approval, on a timely basis or at all~~agreement; (63) ~~the reaction of the companies’ stockholders, customers, employees and counterparties to the proposed transaction; (7)~~ diversion of management time on transaction-related and litigation-related issues; (84) unpredictable economic conditions in the United States and other markets, including fluctuations in the market price of the Partnership’s common units ~~and ETC common shares~~; ~~(9) the ability to obtain the intended tax treatment in connection with the issuance of ETC common shares to Williams stockholders;~~ and (105) the ability to maintain the Partnership’s, ETP’s, SXL’s, ~~SUN’s, Williams’~~ and ~~WPZ~~SUN’s current credit ratings. All forward-looking statements attributable to the Partnership or any person acting on the Partnership’s behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Partnership does not undertake any obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.

~~Additional~~3 ~~Information~~

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. This communication relates to a proposed business combination between the Partnership and Williams. In furtherance of the proposed business combination and subject to future developments, the Partnership, ETC and Williams have filed a registration statement on Form S-4 with the SEC and a proxy statement/prospectus of WMB and other documents related to the proposed business combination. This communication is not a substitute for any proxy statement, registration statement, prospectus or other document the Partnership, ETC or Williams may file with the SEC in connection with the proposed business combination. The registration statement of ETC was declared effective by the SEC on May 25, 2016. INVESTORS AND SECURITY HOLDERS OF THE PARTNERSHIP AND WILLIAMS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Definitive proxy statement(s) will be mailed to stockholders of Williams. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Partnership, ETC and Williams through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Partnership and ETC with the SEC will be available free of charge on the Partnership’s website at www.energytransfer.com or by contacting Investor Relations at 214-981-0700 and copies of the documents filed by Williams with the SEC will be available on Williams’ website at investor.williams.com.

The Partnership and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the directors and officers of the Partnership’s general partner is contained in the Partnership’s Annual Report on Form 10-K filed with the SEC on February 29, 2016 (as it may be amended from time to time). Additional information regarding the interests of such potential participants is included in the proxy statement / prospectus and other relevant documents filed with the SEC. Investors should read the proxy statement / prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the Partnership using the sources indicated above.

Williams and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the directors and officers of Williams is contained in Williams’ Annual Report on Form 10-K filed with the SEC on February 26, 2016 (as it may be amended from time to time). Additional information regarding the interests of such potential participants is included in the proxy statement / prospectus and other relevant documents filed with the SEC. Investors should read the proxy statement / prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Williams using the sources indicated above.

Contacts

Investor Relations:

Energy Transfer Equity, L.P.

Brent Ratliff, 214-981-0795

Lyndsay Hannah, 214-840-5477

Media Relations:

Granado Communications Group

Vicki Granado, 214-599-8785

mobile: 214-498-9272

Brunswick Group

Steve Lipin, 212-333-3810

Mark Palmer, 214-254-3790

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Energy Transfer Corp LP By: Energy Transfer Corp GP, LLC, its general partner By: /s/ John W. McReynolds John W. McReynolds President


	Energy Transfer Corp LP

	By:	Energy Transfer Corp GP, LLC,
	its general partner

Date: June 29, 2016	By:	/s/ John W. McReynolds
		John W. McReynolds
		President

~~Dated:~~4 ~~June 27, 2016~~

EXHIBIT INDEX

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Energy Transfer Equity, L.P. Press Release dated June 29, 2016.

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