What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to provide supplemental information that amends and revises disclosures made in the previously filed proxy statement/prospectus related to Energy Transfer's acquisition of SemGroup Corporation. This is being done to address seven stockholder lawsuits that allege material omissions or misstatements in the original disclosures.

Are the new disclosures an admission of wrongdoing by Energy Transfer or SemGroup?

No, Energy Transfer and SemGroup explicitly state in the filing that they deny any wrongdoing or violation of law. They are providing these supplemental disclosures solely to avoid the risk of litigation delaying the merger and to minimize the expense of defending the lawsuits, without admitting any liability.

What specific information is being supplemented or revised?

The filing supplements information regarding the background of the merger, including details about SemGroup's board's market check process to solicit higher valuations. It also includes updated management financial forecasts for both SemGroup (Adjusted EBITDA, Cash Available for Dividends) and Energy Transfer (Consolidated EBITDA, Distributable Cash Flow), as well as revised details from the financial advisor's (Jefferies) analyses of comparable companies and transactions.

Will these lawsuits delay the SemGroup acquisition?

Energy Transfer and SemGroup are providing these disclosures specifically to 'avoid the risk of the Stockholder Actions delaying the Merger' and to 'minimize the expense of defending the Stockholder Actions'. While the lawsuits themselves could potentially cause delays, these supplemental disclosures aim to resolve the issues raised by the plaintiffs and facilitate the closing of the merger.

ET/ET-PI 8-K SEC Disclosure

Summary

This 8-K filing from Energy Transfer LP (ET) dated November 27, 2019, primarily serves to provide supplemental disclosures related to the ongoing acquisition of SemGroup Corporation. While the merger agreement was announced in September 2019, and the S-4 registration statement effective in October 2019, this filing addresses seven stockholder lawsuits filed against SemGroup and its directors, with some also naming Energy Transfer and its subsidiary. These lawsuits allege material omissions or misstatements in the proxy statement/prospectus concerning the merger. To mitigate delays and litigation expenses, Energy Transfer and SemGroup are providing additional disclosures that amend and supplement the original proxy statement. These disclosures include details about the SemGroup board's market check process, financial forecasts from both companies, and updated analyses from their financial advisor, Jefferies, regarding comparable companies and transactions. Investors should note that Energy Transfer and SemGroup deny any wrongdoing and are providing these disclosures solely to resolve the litigation without admitting liability.

Key Highlights

1Energy Transfer LP (ET) filed an 8-K to provide supplemental disclosures regarding the acquisition of SemGroup Corporation.
2Seven stockholder lawsuits have been filed against SemGroup (and some against ET) alleging insufficient disclosures in the merger proxy statement/prospectus.
3ET and SemGroup are voluntarily providing updated information to avoid litigation delays and expenses, without admitting liability.
4Supplemental disclosures include revised background on SemGroup's board's market check and updated financial forecasts from both companies.
5Financial advisor Jefferies' analyses, including comparable company data and discounted cash flow projections for both ET and SemGroup, have been updated.
6The filing reiterates that the merger is still proceeding, with a SemGroup stockholder meeting scheduled for December 4, 2019.
7Investors are reminded to read the full proxy statement/prospectus and the supplemental disclosures together for complete information.

Energy Transfer LP 8-K Report, Corporate Update (Nov 27, 2019)

Summary

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