8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+5

Energy Transfer LP 8-K Report, Agreement Terminated (Oct 19, 2018)

Filed October 19, 2018For Securities:ETET-PI

Summary

On October 19, 2018, Energy Transfer Equity, L.P. (now Energy Transfer LP) announced the successful completion of its acquisition of Energy Transfer Partners, L.P. (ETP), through a merger. This strategic combination simplifies Energy Transfer's corporate structure by eliminating the ETP partnership and consolidating its operations under the parent entity. Common unit holders of ETP received 1.28 common units of the parent entity for each ETP common unit they held, while ETP preferred units and certain equity awards were converted according to the merger terms. This 8-K filing also details consequential corporate changes. The parent entity officially changed its name to Energy Transfer LP, and ETP was renamed Energy Transfer Operating, L.P. Additionally, the company terminated its revolving credit facility. The filing also notes the resignation of a director and the appointment of a new independent director to the board, as well as updates to the executive officer team of the general partner, aligning with the new combined structure.

Key Highlights

  • 1Completion of the merger between Energy Transfer Equity, L.P. (ETE) and Energy Transfer Partners, L.P. (ETP), with ETE acquiring ETP.
  • 2ETE common unit holders received 1.28 ETE common units for each ETP common unit outstanding (excluding certain units).
  • 3Energy Transfer Equity, L.P. officially changed its name to Energy Transfer LP.
  • 4Energy Transfer Partners, L.P. was renamed Energy Transfer Operating, L.P.
  • 5The revolving credit facility under the March 24, 2017 Credit Agreement was fully repaid and terminated.
  • 6Michael K. Grimm was appointed as a new independent director to the Board, serving on the audit committee.
  • 7Kelcy Warren remains Chairman & CEO, with other key executive officer roles confirmed for the combined entity's general partner.

Frequently Asked Questions

The most significant event detailed in this filing is the completion of the merger between Energy Transfer Equity (ETE) and Energy Transfer Partners (ETP). This transaction simplifies the corporate structure, with ETE acquiring ETP and subsequently renaming itself Energy Transfer LP. Investors are impacted by the unit exchange ratio and the resulting consolidated entity.

ETP common unitholders, with certain exclusions, received 1.28 common units of Energy Transfer LP (formerly ETE) for each ETP common unit they held. ETP's preferred units and certain equity awards were converted according to the terms of the merger agreement, continuing as outstanding interests in ETP, which is now Energy Transfer Operating, L.P.

The parent entity, previously Energy Transfer Equity, L.P., has officially changed its name to Energy Transfer LP. The acquired entity, Energy Transfer Partners, L.P., has been renamed Energy Transfer Operating, L.P. This integration aims to streamline operations and governance under a single, unified partnership structure.

Yes, in connection with the merger's closing, Energy Transfer LP fully repaid all outstanding borrowings under its revolving credit facility dated March 24, 2017, and terminated that facility. This indicates a deleveraging or restructuring of their credit arrangements as part of the acquisition process.