8-KOther EventsExhibits & Filings

Energy Transfer LP 8-K Report, Corporate Update (Mar 20, 2012)

Filed March 20, 2012For Securities:ETET-PI

Summary

This 8-K filing from Energy Transfer Equity, L.P. (ETE) on March 20, 2012, provides an update on the preliminary results of the merger consideration elections made by Southern Union Company (Southern Union) stockholders. The merger, anticipated to close around March 26, 2012, allows Southern Union shareholders to elect between receiving $44.25 in cash or 1.00x ETE common unit per share, subject to proration limits (max 60% cash, 50% ETE units). The preliminary results indicate a slight preference for cash, with approximately 55% of shares electing cash consideration. The remaining 45% will receive ETE common units, including those who made no election or an invalid election. The final allocation will be confirmed after the exchange agent receives all required documentation by the guaranteed delivery deadline. This information is crucial for investors in both ETE and Southern Union to understand the potential composition of the consideration and any potential proration impacts.

Key Highlights

  • 1Preliminary results of Southern Union stockholder elections for merger consideration are announced.
  • 2The merger with Southern Union is expected to close around March 26, 2012.
  • 3Southern Union stockholders could elect cash ($44.25 per share) or ETE common units (1.00x per share).
  • 4Merger consideration is subject to proration limits: maximum 60% cash, maximum 50% ETE units.
  • 5Approximately 55% of Southern Union shares preliminarily elected to receive cash.
  • 6Approximately 45% of Southern Union shares will receive ETE common units, including non-electing shares.
  • 7Guaranteed delivery procedures are in place, with a deadline of March 22, 2012, for stock certificate delivery.

Frequently Asked Questions

This filing announces the preliminary results of the merger consideration elections made by Southern Union Company stockholders in connection with their pending merger with Energy Transfer Equity, L.P. (ETE). It provides an update on how many Southern Union shares elected to receive cash versus ETE common units.

Southern Union stockholders had the option to elect to receive either $44.25 in cash or one Energy Transfer Equity (ETE) common unit for each share of Southern Union common stock they held. However, these elections are subject to proration, with no more than 60% of the total merger consideration payable in cash and no more than 50% payable in ETE common units.

Preliminary results show that approximately 55% of Southern Union shares elected to receive cash, while approximately 45% will receive ETE common units. This 45% includes shares where the holder did not make an election or made an invalid election, which are automatically deemed to elect for ETE common units.

If the elections exceed the 60% cash limit or the 50% ETE unit limit, the elections will be subject to proration. This means that some stockholders who elected for the oversubscribed consideration will receive a pro-rata portion of their preferred consideration and the remainder in the other form of consideration.