8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

Energy Transfer LP 8-K Report, Acquisition Completed (Dec 5, 2019)

Filed December 5, 2019For Securities:ETET-PI

Summary

Energy Transfer LP (ET) announced the completion of its acquisition of SemGroup Corporation on December 5, 2019. This strategic move, executed through a merger agreement, integrates SemGroup's assets and operations into Energy Transfer's existing infrastructure. The transaction involved a combination of cash and ET common units for SemGroup shareholders, alongside the redemption of SemGroup's preferred stock. This acquisition is expected to enhance ET's midstream footprint, potentially creating synergies and expanding its service offerings. Investors should note the details of the merger consideration, including the cash and unit mix, and consider the impact on ET's capital structure and future earnings potential. The filing also includes a standard forward-looking statement disclaimer, highlighting the inherent risks and uncertainties associated with such transformative corporate actions.

Key Highlights

  • 1Energy Transfer LP (ET) has successfully completed the acquisition of SemGroup Corporation through a merger, effective December 5, 2019.
  • 2SemGroup common stockholders received a mix of $6.80 in cash and 0.7275 ET common units per share.
  • 3SemGroup's Series A Cumulative Perpetual Convertible Preferred Stock was redeemed for cash at 101% of its liquidation preference.
  • 4No fractional ET common units were issued; cash was paid in lieu of fractional units.
  • 5The acquisition aims to expand Energy Transfer's midstream infrastructure and operational capabilities.
  • 6A joint press release announcing the completion of the merger was issued on December 5, 2019.
  • 7The filing includes forward-looking statements regarding anticipated benefits, subject to various risks and uncertainties.

Frequently Asked Questions

The filing does not provide a total dollar value for the acquisition. However, it specifies the consideration for SemGroup common stockholders was $6.80 in cash and 0.7275 ET common units per share. The redemption price for preferred stock was 101% of its liquidation preference.

The acquisition is expected to significantly expand Energy Transfer's midstream footprint and enhance its operational capabilities. It is a strategic move intended to create synergies and potentially broaden the company's service offerings within the energy infrastructure sector.

Yes, the filing mentions that the anticipated benefits from the merger are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict. These risks are further detailed in ET's other SEC filings, including its Annual Report on Form 10-K.

SemGroup's Series A Cumulative Perpetual Convertible Preferred Stock was redeemed by SemGroup for cash at a price equal to 101% of its liquidation preference, as defined in the Certificate of Designations.