8-KRegulation FDOther EventsExhibits & Filings

Energy Transfer LP 8-K Report, Regulation FD Disclosure (Apr 30, 2012)

Filed April 30, 2012For Securities:ETET-PI

Summary

This Form 8-K filing by Energy Transfer Equity, L.P. (ETE) on April 30, 2012, primarily discloses a significant event: Energy Transfer Partners, L.P. (ETP) entering into a definitive merger agreement to acquire Sunoco, Inc. (Sunoco) for $5.3 billion. The transaction offers Sunoco shareholders a choice between cash, ETP common units, or a combination thereof, with the aggregate consideration split approximately 50% cash and 50% ETP units, subject to proration. This strategic acquisition is expected to reshape the midstream energy landscape and expand ETP's operations. Furthermore, ETE, as a related party, is involved for specific limited purposes, including interim covenants to facilitate the merger's closing. Notably, ETE has agreed to waive its rights to approximately $210 million in incentive distributions from ETP over the twelve quarters following the merger's completion. This waiver demonstrates a commitment to ensuring the success of the ETP-Sunoco combination and potentially signals a strategic realignment of interests within the Energy Transfer structure.

Key Highlights

  • 1ETP to acquire Sunoco for $5.3 billion in a definitive merger agreement.
  • 2Sunoco shareholders can elect to receive $50 cash, 1.0490 ETP common units, or a mix per Sunoco share.
  • 3Merger consideration will be approximately 50% cash and 50% ETP common units, subject to proration.
  • 4ETE is a party to the merger agreement for limited purposes, including interim covenants.
  • 5ETE relinquishes rights to approximately $210 million in incentive distributions from ETP over 12 quarters post-merger.
  • 6Joint investor call and presentation scheduled for April 30, 2012, to discuss the merger.
  • 7SEC filings (Form S-4, proxy statement/prospectus) will be made available for detailed information.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Energy Transfer Partners, L.P. (ETP) has entered into a definitive merger agreement to acquire Sunoco, Inc. (Sunoco) for $5.3 billion. It also details the terms of the merger consideration and the involvement of Energy Transfer Equity, L.P. (ETE) in the transaction.

Sunoco shareholders can elect to receive for each Sunoco common share: $50.00 in cash, 1.0490 ETP common units, or a combination of $25.00 in cash and 0.5245 ETP common units. The total cash and units issued will be capped to ensure approximately 50% of the aggregate consideration is cash and 50% is ETP common units, with elections subject to proration if these limits are exceeded.

ETE is a party to the merger agreement for limited purposes, primarily to provide interim covenants that restrict its ability to engage in transactions that could impede the merger's closing. Additionally, ETE has agreed to waive its rights to approximately $210 million in incentive distributions it would have otherwise received from ETP over the 12 quarters following the merger's completion.

Investors can find more detailed information by reviewing the joint press release and investor presentation furnished as exhibits to this 8-K. Additionally, ETP plans to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus containing important information about ETP, Sunoco, and the proposed transaction. These documents, along with other SEC filings, will be available on the SEC's website (www.sec.gov) and directly from ETP or Sunoco investor relations.