8-KMaterial AgreementsExhibits & Filings

Energy Transfer LP 8-K Report, Material Agreement (Sep 15, 2011)

Filed September 15, 2011For Securities:ETET-PI

Summary

This Form 8-K filing by Energy Transfer Equity, L.P. (ET) on September 15, 2011, details an amendment to its previously announced merger agreement with Southern Union Company (SUG). The primary focus of this amendment is to clarify and enhance the cooperative efforts between SUG and Energy Transfer Partners, L.P. (ETP) regarding ETP's financing activities for a related transaction, the "Citrus Merger." Specifically, SUG has agreed to provide more detailed cooperation, including potentially facilitating a registration statement for a guarantee by a newly formed SUG subsidiary (PEPL Holdings) of ETP's indebtedness. This amendment does not make the completion of the Citrus Merger a condition to the overall merger with SUG, nor does it alter the fundamental terms of the main merger. Investors should note that this filing provides updates on the structural and financial aspects supporting the larger acquisition of Southern Union. The filing also clarifies the mechanics of the Citrus Merger, which is intended to occur immediately before the merger with SUG. As part of this, SUG will contribute its Panhandle Eastern Pipe Line Company, LP interests to PEPL Holdings, which will then provide a guarantee for ETP's financing related to the Citrus Merger. While these amendments refine the transaction mechanics, the overarching goal remains the acquisition of Southern Union by Energy Transfer. Investors are urged to review the full merger proxy statement for comprehensive details on the transaction, risks, and their potential interests.

Key Highlights

  • 1Amendment No. 1 to the Second Amended and Restated Agreement and Plan of Merger between Energy Transfer Equity, L.P. (ET) and Southern Union Company (SUG) was executed on September 14, 2011.
  • 2The amendment clarifies SUG's cooperation with Energy Transfer Partners, L.P. (ETP) on financing for the 'Citrus Merger,' including potential registration of a guarantee for ETP's indebtedness.
  • 3SUG will contribute its Panhandle Eastern Pipe Line Company, LP interests to a new subsidiary, PEPL Holdings, which will then issue a guarantee for ETP's financing related to the Citrus Merger.
  • 4The Citrus Merger is planned to occur immediately before the main merger with SUG and its completion is not a condition to the overall SUG merger.
  • 5The filing emphasizes that the overall merger agreement and its consummation are not adversely impacted by this amendment, focusing on facilitating necessary financing.
  • 6Investors are encouraged to read the definitive proxy statement/prospectus for complete details regarding the merger and related matters.
  • 7This filing is considered a written communication pursuant to Rule 425 under the Securities Act, indicating its role in offering materials.

Frequently Asked Questions

This 8-K filing announces an amendment to the merger agreement between Energy Transfer Equity, L.P. (ET) and Southern Union Company (SUG). The amendment primarily clarifies and enhances the cooperation between SUG and Energy Transfer Partners, L.P. (ETP) concerning ETP's financing activities for a related transaction called the 'Citrus Merger.'

The amendment refines the supporting transactions, particularly the financing for the Citrus Merger. It does not change the fundamental terms of the merger between ET and SUG, and the completion of the Citrus Merger is not a condition for the main merger to close. The primary goal of acquiring Southern Union remains intact.

PEPL Holdings is a newly formed indirect subsidiary of Southern Union Company (SUG). As part of the amended agreement, SUG will contribute its ownership interests in Panhandle Eastern Pipe Line Company, LP and its subsidiaries to PEPL Holdings. Subsequently, PEPL Holdings will provide a guarantee for certain indebtedness that Energy Transfer Partners, L.P. (ETP) will incur to finance the Citrus Merger.

Investors and security holders are strongly urged to read the definitive proxy statement/prospectus filed with the SEC. This document contains important information about ET, SUG, and the merger. Free copies of these documents, once available, can be obtained from the SEC's website (www.sec.gov) or directly from Energy Transfer Equity, L.P. and Southern Union Company.