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SEC Filings
SC TO-T
ENERGY TRANSFER PARTNERS, L.P. filed this Form SC TO-T on 05/18/2017
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How long will it take to complete the offer and the subsequent exercise of the limited call right provided for in the PennTex Partnership Agreement?

We hope to complete the offer promptly after its expiration at 5:00 p.m., New York City time, on June 19, 2017. However, we may extend the offer if the conditions to the offer have not been satisfied as of the offer’s scheduled expiration or if we are required to extend the offer pursuant to the Securities and Exchange Commission’s (the “SEC”) tender offer rules. We will exercise or cause the PennTex General Partner to exercise its limited call right to allow ETP to purchase all remaining outstanding PennTex common units as soon as practicable after the successful completion of the offer, unless the minimum tender condition has been waived as described herein and we and our affiliates do not own enough PennTex common units to exercise the limited call right or a court or other legal requirement prevents us from doing so. Pursuant to the PennTex Partnership Agreement, ETP or the PennTex General Partner must provide at least 10 (and not more than 60) days’ notice of its exercise of the limited call right prior to the purchase date. If the minimum tender condition is waived as described herein, we may also elect to provide a subsequent offering period for the offer after the expiration date.

Will the board of directors of the PennTex General Partner make a recommendation concerning the offer?

We do not know whether the board of directors of the PennTex General Partner will make a recommendation. Under SEC rules, PennTex will be required to make a recommendation or state that it is neutral or is unable to take a position with respect to the offer, and file with the SEC a solicitation/recommendation statement on Schedule 14D-9 describing its position, if any, and related matters, no later than ten business days from the date of the distribution of this Offer to Purchase. PennTex is also required to send to you a copy of its Schedule 14D-9, which you should review carefully upon its receipt. In evaluating this offer, you should be aware that ETP appoints the entire board of directors of the PennTex General Partner, and four of seven members of the board of directors of the PennTex General Partner are directors and/or executive officers of the general partner of ETP or its parent, Energy Transfer Equity, L.P. (“ETE”). For additional information on interests that board members and executive officers of the PennTex General Partner may have in the offer and subsequent exercise of the limited call right, see Special Factors—Interests of Certain Persons in the Offer and the Exercise of the Limited Call Right beginning on page 18.

Has ETP negotiated, or sought the approval of, the terms of this offer with PennTex?

No. We have not negotiated the terms of this offer with PennTex, the board of directors of the PennTex General Partner or any committee thereof and we do not intend to do so. Moreover, we have not requested that PennTex, the board of directors of the PennTex General Partner or any committee thereof approve this offer. The offer is not conditioned upon the receipt of any approval or recommendation by PennTex, the board of directors of the PennTex General Partner or any committee thereof.

Has the board of directors of the PennTex General Partner formed a special committee of independent directors to evaluate ETP’s offer?

No, as of the date of this Offer to Purchase, the board of directors of the PennTex General Partner has not formed a special committee of independent directors to evaluate ETP’s offer.

What are the most significant conditions to the offer?

The offer is conditioned upon, among other things, satisfaction of the minimum tender condition. In particular, there must be sufficient PennTex common units validly tendered and not properly withdrawn such that, following the closing of the offer, ETP and its affiliates own at least 16,571,405 PennTex common units, representing greater than 80% of the outstanding PennTex common units. As of the date of this Offer to Purchase, ETP and its affiliates own 6,745,318 PennTex common units. This condition can be waived by us, provided that the offer will then be subject to the majority-of-the-minority tender condition, meaning that not less than a majority of the PennTex common units held by unitholders that are not affiliates of ETP must be validly tendered and not properly withdrawn on or prior to the expiration date. The offer is also subject to certain other conditions. See The Tender Offer—Conditions to the Offer beginning on page 31.

 

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