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SEC Filings
ENERGY TRANSFER OPERATING, L.P. filed this Form SC TO-T on 05/18/2017
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assumptions made at the time the projections were prepared will prove accurate. It is expected that there will be differences between actual and projected results, and actual results may be materially greater or less than those contained in the projections. The inclusion of these projections herein should not be regarded as an indication that any of ETP or PennTex or their respective affiliates or representatives considered or consider the projections to be a reliable prediction of future events, and we caution you that the projections should not be relied upon as such or to make a decision regarding the offer.

Neither ETP nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of PennTex or ETP compared to the information contained in the projections, and to ETP’s knowledge, none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error.

ETP Management Projections Related to PennTex


     2017E      2018E      2019E  
     (in thousands)  

Adjusted EBITDA(1)

   $ 86,979      $ 87,934      $ 87,970  

Distributable cash flow(1)

   $ 79,253      $ 80,208      $ 80,224  


(1) Adjusted EBITDA is defined as net income, plus interest expense, income taxes, depreciation and amortization, changes in deferred revenue, equity-based compensation expense, non-cash general and administrative expenses, non-cash loss (income) related to derivative instruments and impairments on long-term assets. Distributable cash flow is defined as Adjusted EBITDA, less cash interest expense related to operating activities, net of interest income, income taxes paid and maintenance capital expenditures, and distribution equivalents paid in cash. Distributable cash flow does not reflect changes in working capital balances.


6. Transactions and Arrangements Concerning the PennTex Common Units

Except as described in this Offer to Purchase, including Schedule B to this Offer to Purchase, neither ETP nor, to the best of its knowledge, any of the persons listed on Schedule A to this Offer to Purchase nor any associate or majority-owned subsidiary of any of the foregoing, beneficially owns or has a right to acquire any PennTex common units, has engaged in any transactions in PennTex common units in the past 60 days or is a party to any agreement, arrangement or understanding with any other person with respect to PennTex common units or any other securities of PennTex (including, without limitation, any contract, arrangement, understanding or relationship concerning the transfer of the voting of any such securities, joint ventures, loans or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). Schedule B to this Offer to Purchase also sets forth certain details regarding acquisitions of PennTex common units by ETP during the past two years.

As of the date of this Offer to Purchase, ETP owns 6,701,596 PennTex common units, or 32.35% of the issued and outstanding common units. PennTex is exempt from the Nasdaq requirement to have, and does not have, a standing nominating committee. As a result of its ownership of PennTex’s general partner, ETP has the power to appoint all of the members of the PennTex board of directors.


7. Certain Effects of the Offer and the Exercise of the Limited Call Right

The purchase of PennTex common units pursuant to the offer will reduce the number of PennTex common units that might otherwise trade publicly and may reduce the number of holders of PennTex common units, which could adversely affect the liquidity and market value of the remaining PennTex common units held by the public.



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