8-KMaterial AgreementsExhibits & Filings

Energy Transfer LP 8-K Report, Material Agreement (Jun 20, 2012)

Filed June 20, 2012For Securities:ETET-PI

Summary

This 8-K filing by Energy Transfer Equity, L.P. (ETE) on June 19, 2012, details material definitive agreements related to a significant restructuring and acquisition. The primary focus is on the Transaction Agreement entered into on June 15, 2012, which outlines a series of complex transactions involving ETE, Energy Transfer Partners, L.P. (ETP), and Sunoco, Inc. (Sunoco). These transactions are structured to facilitate ETP's acquisition of Sunoco, including Sunoco's assets and its general partner interest in Sunoco Logistics Partners L.P. (SXL). The transactions involve the creation of a new holding company, ETP Holdco Corporation, into which Sunoco and Southern Union Company (owned by ETE) will be contributed. ETP will hold a 40% equity interest and control ETP Holdco, while ETE Sigma will hold a 60% equity interest. This filing also amends the original Merger Agreement between ETP and Sunoco to ensure the contribution of Sunoco's interests in SXL GP occurs prior to the main merger. Investors should note the strategic implications of combining Sunoco's retail and refining assets with ETP's midstream infrastructure, and the proposed governance structure for the new holding company.

Key Highlights

  • 1Energy Transfer Equity (ETE) and Energy Transfer Partners (ETP) entered into a Transaction Agreement on June 15, 2012, detailing a multi-step transaction involving Sunoco, Inc.
  • 2ETP is acquiring Sunoco, which includes Sunoco's general partner interest and limited partner units in Sunoco Logistics Partners L.P. (SXL).
  • 3A new entity, ETP Holdco Corporation, will be formed to hold Sunoco and Southern Union Company (owned by ETE). ETP will own 40% and ETE will own 60% of ETP Holdco.
  • 4ETP will control ETP Holdco through a Stockholders Agreement, appointing three out of five board members.
  • 5The filing amends the original Merger Agreement to ensure Sunoco's SXL GP contribution occurs before the ETP-Sunoco merger.
  • 6Sunoco's assets include a significant retail network (approx. 4,900 locations) and natural gas operations through Southern Union.
  • 7The transaction is subject to customary closing conditions, including Sunoco shareholder approval and regulatory approvals.

Frequently Asked Questions

This 8-K filing announces and details the Transaction Agreement between Energy Transfer Equity (ETE) and Energy Transfer Partners (ETP) that facilitates ETP's acquisition of Sunoco, Inc. It also amends the original merger agreement to include specific pre-merger transactions.

ETP is acquiring Sunoco, which includes its refining and retail assets (approximately 4,900 locations), its interest in Sunoco Logistics Partners L.P. (SXL), and its general partner interest in SXL. ETE is contributing its ownership of Southern Union Company into a joint holding company with ETP.

A new entity, ETP Holdco Corporation, will be created. ETP will contribute Sunoco to it, and ETE will contribute Southern Union. ETP will own 40% of ETP Holdco and will appoint three of the five board members, effectively controlling the entity through a Stockholders Agreement. ETE will own the remaining 60%.

Sunoco is contributing its general partner interest in SXL, along with certain limited partner units, to ETP in exchange for Class F Units in ETP. This means ETP will gain significant control and economic interest in SXL as part of the broader acquisition.