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|Tax Information Related to Mergers & Acquisitions|
Energy Transfer Partners and Sunoco Logistics Partners Complete Merger
Energy Transfer Partners merger with Regency Energy Partners
Acquisition of Susser Holdings Corporation
On August 29, 2014, Energy Transfer Partners, L.P. (NYSE: ETP) and Susser Holdings Corporation (NYSE: SUSS) announced the closing of their previously announced merger. Under the terms of the merger, SUSS shareholders had the option to receive either (i) a combination of 0.7253 ETP common units and a one-time cash payment of $40.125 per SUSS share, (ii) a cash payment of $80.25 per SUSS share or (iii) 1.4506 ETP common units per SUSS share. Shareholder elections were subject to proration to ensure that aggregate cash paid and common units issued each represented 50% of the aggregate merger consideration. In addition, SUSS shareholders otherwise entitled to a fractional ETP common unit received a cash payment in lieu of a fractional ETP common unit.
Effective with the closing of the market on August 29, 2014, SUSS ceased to be a publicly traded company.
If you received ETP units as a result of the merger, please refer to SUSS IRS Form 8937 - "Report of Organizational Actions Affecting Basis of Securities" – which can assist you in determining the income tax consequences of the exchange. This information does not constitute tax advice and does not take into account any unitholder's specific circumstances. Unitholders are urged to consult their own tax adviser.
Acquisition of Southern Union Company
On March 26, 2012, Energy Transfer Equity, L.P. (NYSE: ETE) and Southern Union Company (NYSE: SUG) announced the successful completion of the previously announced merger of SUG with and into Sigma Acquisition Corp., a wholly owned subsidiary of ETE. SUG is the surviving entity in the merger and will continue to operate as a wholly-owned subsidiary of ETE. Under the terms of the merger agreement, SUG stockholders were able to elect to exchange each outstanding share of SUG common stock for $44.25 of cash or 1.00x ETE common units, with no more than 60% of the aggregate merger consideration payable in cash and no more than 50% of the merger consideration payable in ETE common units. Based on the final results of the merger consideration elections, holders of approximately 54% of outstanding SUG shares, or 67,985,929 shares, will receive cash, while holders of approximately 46% of outstanding SUG shares, or 56,981,860 shares, will receive ETE common units. Effective with the closing of the market on March 26, 2012, SUG ceased to be a publicly traded company.
If you received ETE units as a result of this merger, please refer to the SUG Form 8937 and the SUG Section 6045B Supplemental Disclosure below for more information on the merger and the resulting effect on your ETE tax basis.
Acquisition of Sunoco, Inc.
On October 5, 2012, Energy Transfer Partners, L.P. (ETP-NYSE) and Sunoco, Inc. (SUN-NYSE) successfully completed the merger of SUN into SAM Acquisition Corporation, a wholly-owned subsidiary of Energy Transfer Partners, L.P. Under the terms of the Merger Agreement, SUN shareholders received a combination of cash and ETP common units for each SUN share exchanged. Company shareholders who received the standard mix of consideration received a combination of $25.00 in cash and .5245 of an ETP common unit in exchange for a SUN share. Company shareholders who made a cash election received $26.47 in cash and .49373 of an ETP common unit in exchange for a SUN share. Company shareholders making a unit election received 1.049 ETP common units in exchange for each share. In addition, Company shareholders otherwise entitled to a fractional ETP common unit received a cash payment in lieu of such fractional ETP common unit.
If you received ETP units as a result of this merger, please refer to the Sunoco Form 8937 and the SUN supplemental information below for more information on the merger and the resulting effect on your ETP tax basis.
Sunoco, Inc. Spin-Off of SunCoke Energy, Inc.
Effective after the close of trading on January 17, 2012, Sunoco, Inc. (SUN) completed the distribution of the common stock of SunCoke Energy, Inc. (SXC) to SUN common shareholders. As a result, SunCoke Energy, Inc. became an independent, publicly-traded company. If you received SunCoke common stock as a result of this transaction, please refer to the Suncoke Form 8937 below for more information on the spin off and the effect on your tax basis.