8-KMaterial AgreementsRegulation FDExhibits & Filings

Energy Transfer LP 8-K Report, Material Agreement (Aug 8, 2013)

Filed August 8, 2013For Securities:ETET-PI

Summary

This Form 8-K filing by Energy Transfer Equity, L.P. (ETE) on August 8, 2013, details a significant agreement between ETE, its subsidiary ETE Holdings, and Energy Transfer Partners, L.P. (ETP). The core of the filing is an Exchange and Redemption Agreement where ETP will redeem and cancel common units owned by ETE Holdings in exchange for a new class of limited partner interests in ETP, designated as Class H Units. These Class H Units will grant ETE Holdings rights to a significant portion of ETP's incentive distribution rights (IDRs) and general partner interest in Sunoco Logistics Partners, LP (SXL), specifically 50.05% of profits and distributions. Additionally, ETP will provide ETE Holdings with $329 million in incremental cash distributions over 16 quarters, intended to offset previous IDR subsidy commitments. This transaction represents a strategic shift in how ETE manages its relationship and economic exposure to ETP's assets, particularly its stake in SXL.

Key Highlights

  • 1ETE, through its subsidiary ETE Holdings, is exchanging 50,160,000 ETP common units for 50,160,000 new ETP Class H Units.
  • 2The Class H Units entitle ETE Holdings to 50.05% of profits and distributions related to ETP's stake in Sunoco Logistics Partners, LP (SXL) general partner interest and IDRs.
  • 3ETP will pay ETE Holdings an aggregate of $329 million in incremental cash distributions over 16 quarters (Q4 2013 - Q1 2017).
  • 4These incremental distributions are designed to offset prior IDR subsidy agreements made by ETE in connection with other transactions.
  • 5The agreement includes provisions for related transaction agreements, such as an amendment to ETP's Partnership Agreement and a unitholders agreement.
  • 6The unitholders agreement grants ETE consent rights over certain ETP decisions related to SXL GP, a right of first refusal on sales of ETP's SXL GP interest, general partner interest, or IDRs, and a drag-along right.
  • 7The transaction is subject to customary closing conditions and is intended to refine ETE's economic relationship with ETP and its underlying assets.

Frequently Asked Questions

The primary purpose of the agreement is to restructure Energy Transfer Equity's (ETE) economic exposure to Energy Transfer Partners' (ETP) assets, specifically its incentive distribution rights (IDRs) and general partner interest in Sunoco Logistics Partners, LP (SXL). ETE is exchanging ETP common units for new Class H Units in ETP, which are directly tied to the performance of ETP's SXL-related assets.

ETE will receive 50.05% of the profits and distributions from ETP's stake in SXL GP, ensuring a direct economic participation. Additionally, ETE will receive $329 million in incremental cash distributions from ETP over 16 quarters, which helps to offset prior commitments and provides a more defined financial benefit.

Through the unitholders agreement, ETE gains consent rights on certain decisions ETP makes as a member of SXL GP, a right of first refusal on the sale of ETP's interest in SXL GP, its general partner interest in SXL, or SXL's IDRs, and a drag-along right to purchase the general partner interest in SXL under specific circumstances.

The transaction is subject to customary closing conditions, meaning it may not be completed if these conditions are not met. Additionally, the agreement is a contract between the parties and should not be relied upon as a definitive statement of ETE's or ETP's actual factual conditions, as representations and warranties may be subject to contractual standards of materiality and may change over time.