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SEC Filings
SC TO-T
ENERGY TRANSFER OPERATING, L.P. filed this Form SC TO-T on 05/18/2017
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connection with the offer or the exercise of the limited call right is intended as a waiver of such right. If it is asserted that any state takeover statute is applicable to the offer or the exercise of the limited call right and if an appropriate court does not determine that it is inapplicable or invalid as applied to the offer or the exercise of the limited call right, ETP might be required to file certain information with, or to receive approvals from, the relevant state authorities, and ETP might be unable to accept for payment or pay for PennTex common units tendered pursuant to the offer, or be delayed in consummating the offer or the exercise of the limited call right. In such case, ETP may not be obliged to accept for payment or pay for any PennTex common units tendered pursuant to the offer.

 

15. Fees and Expenses

ETP has retained MacKenzie Partners to act as the information agent for the offer, and American Stock Transfer & Trust Company, LLC to serve as the depositary for the offer. Each of the information agent and the depositary will receive reasonable and customary compensation for its services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with its services, including certain liabilities and expenses under U.S. federal securities laws.

The information agent may contact holders of PennTex common units by mail, telephone, photocopy, email, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the offer to beneficial owners of PennTex common units.

ETP will not pay any fees or commissions to any broker or dealer or other person (other than to the depositary, to the information agent and in the event that the laws of one or more jurisdictions require the offer to be made by a broker or dealer licensed in such jurisdiction, to such broker or dealer) in connection with the solicitation of tenders of PennTex common units in connection with the offer. Upon request, ETP will reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding material to their customers.

The following table presents the estimated fees and expenses to be incurred by ETP in connection with the offer:

 

SEC Filing Fee

   $ 32,482  

Printing and Mailing Expenses

     100,000  

Legal and Accounting Fees and Expenses

     250,000  

Information Agent

     50,000  

Depositary

     25,000  

Financial Advisor

     2,000,000  

Miscellaneous Expenses

     25,000  
  

 

 

 

Total

   $ 2,482,482  
  

 

 

 

 

16. Miscellaneous

The offer is not being made to (nor will tenders be accepted from or on behalf of) holders of PennTex common units in any jurisdiction in which the making of the offer or the acceptance of the offer would not be in compliance with the laws of such jurisdiction. ETP is not aware of any jurisdiction in which the making of the offer or the acceptance of the offer would not be in compliance with the laws of such jurisdiction. To the extent that ETP becomes aware of any state law that would limit the class of offerees in the offer, ETP may amend, in its discretion, the offer and, depending on the timing of such amendment, if any, may extend, in its discretion, the offer to provide adequate dissemination of such information to holders of PennTex common units prior to the expiration of the offer. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of ETP by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by ETP.

 

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