8-KRegulation FDOther EventsExhibits & Filings

Energy Transfer LP 8-K Report, Regulation FD Disclosure (Jun 18, 2012)

Filed June 18, 2012For Securities:ETET-PI

Summary

This Form 8-K filing from Energy Transfer Equity, L.P. (ETE) on June 18, 2012, announces significant strategic transactions designed to consolidate and enhance the company's energy infrastructure assets. ETE plans to "drop down" its interest in Southern Union Company (SUG) into an entity controlled by Energy Transfer Partners, L.P. (ETP), which will also incorporate assets acquired from the recently announced merger between Sunoco, Inc. and ETP. This move aims to create a more integrated and potentially more valuable business structure for investors. The primary implications for investors revolve around the creation of a new holding entity, "HoldCo." ETE will contribute its SUG stake in exchange for a 60% equity interest in HoldCo, while ETP will contribute its interest in Sunoco (after Sunoco's interests in Sunoco Logistics Partners L.P. are transferred to ETP) to gain a 40% stake. This restructuring is expected to streamline operations, potentially unlock synergies, and present a clearer investment profile for the combined energy assets under ETE and ETP.

Key Highlights

  • 1Energy Transfer Equity (ETE) is dropping down its interest in Southern Union Company (SUG) into an ETP-controlled entity.
  • 2This entity will also include assets from the proposed merger between Sunoco, Inc. and ETP.
  • 3A new holding entity, HoldCo, will be formed.
  • 4ETE will receive a 60% equity interest in HoldCo in exchange for its SUG stake.
  • 5ETP will receive a 40% equity interest in HoldCo in exchange for its Sunoco stake (after Sunoco Logistics Partners L.P. interests are transferred to ETP).
  • 6The filing includes a joint press release and investor presentation as exhibits, providing further details on these transactions.
  • 7Important additional information regarding the Sunoco merger will be filed with the SEC in a Form S-4 registration statement, including a proxy statement/prospectus.

Frequently Asked Questions

The main purpose of this filing is to announce significant corporate restructuring and asset consolidation plans. Energy Transfer Equity (ETE) is contributing its interest in Southern Union Company (SUG) to a new entity that will also house assets from ETP's merger with Sunoco, Inc. This aims to create a more integrated energy infrastructure platform.

The creation of HoldCo is intended to streamline operations, potentially create synergies, and present a clearer investment profile for the combined energy assets. ETE shareholders will indirectly benefit from ETE's 60% stake in HoldCo, which consolidates valuable midstream and downstream assets.

ETE is contributing its SUG stake. ETP is merging with Sunoco and will contribute its Sunoco interest to HoldCo. ETE will hold 60% of HoldCo, and ETP will hold 40%. Sunoco Logistics Partners L.P. (SXL) assets are to be transferred to ETP prior to the Sunoco contribution to HoldCo.

More detailed information will be available in a Form S-4 registration statement, which will include a proxy statement/prospectus, to be filed with the SEC. Investors are urged to read these documents carefully when they become available. The filing also includes a joint press release and investor presentation as exhibits.