Energy Transfer Partners Completes Merger Transaction for 50%
Interest in Citrus Corp., Owner of Florida Gas Transmission
DALLAS & HOUSTON--(BUSINESS WIRE)--Mar. 26, 2012--
Energy Transfer Equity, L.P. (NYSE:ETE) and Southern Union
Company (NYSE:SUG) today announced the successful completion of the
previously announced merger of Southern Union with and into Sigma
Acquisition Corp., a wholly owned subsidiary of ETE. Southern Union 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, Southern Union stockholders
were able to elect to exchange each outstanding share of Southern Union
common stock for $44.25 of cash or 1.00x ETE common unit, 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 Southern Union shares, or
67,985,929 shares, will receive cash, while holders of approximately 46%
of outstanding Southern Union shares, or 56,981,860 shares, will receive
ETE common units.
Effective with the closing of the market today, Southern Union will
cease to be a publicly traded company and its common stock will stop
trading on the NYSE.
In connection with the closing of the merger of Southern Union and ETE,
Energy Transfer Partners, L.P. (NYSE:ETP) announced that it has
successfully completed the previously announced merger of a wholly owned
ETP subsidiary with and into Southern Union subsidiary CrossCountry
Energy, LLC, which owns an indirect 50% interest in Citrus Corp., the
owner of the Florida Gas Transmission pipeline system. After the merger,
CrossCountry Energy will remain as the surviving entity and will be a
wholly owned subsidiary of ETP. The total merger consideration is
approximately $2.0 billion (comprised of $1.895 billion in cash and
approximately 2.25 million ETP common units).
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor
to ETE, with Latham & Watkins LLP, Bingham McCutchen LLP and Potter
Anderson having acted as legal counsel. Evercore Partners and Goldman
Sachs Group Inc. acted as financial advisors to the Special Committee of
the board of directors of Southern Union. Locke Lord LLP served as legal
counsel to Southern Union and Roberts & Holland LLP served as tax
counsel to Southern Union. Sullivan & Cromwell LLP and Morris Nichols
Arsht and Tunnell LLP served as legal advisors to the Special Committee
of the Southern Union board of directors.
The Conflicts Committee of ETP's Board of Directors approved the Citrus
transaction. ETP was advised by Vinson & Elkins LLP with respect to the
transaction and Prickett, Jones & Elliott, P.A. served as counsel to the
committee. RBS Securities Inc. acted as financial advisor to the
committee and issued a fairness opinion in connection with transaction.
Energy Transfer will host a conference call today at 2:00 p.m. central
time (3:00 p.m. eastern time) to discuss the transaction details. The
dial-in number for the call is 1-877-556-5921, passcode 42481884.
Additionally, the conference call will be broadcast live via an Internet
web cast at www.energytransfer.com.
The call will be available for replay for a limited time by dialing
1-888-286-8010, passcode 90086046. A replay of the broadcast will also
be available on the Energy Transfer website for a limited time.
Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded
partnership, which owns the general partner and 100 percent of the
incentive distribution rights (IDRs) of Energy Transfer Partners,
L.P. (NYSE:ETP) and approximately 50.2 million ETP limited partner
units; and owns the general partner and 100 percent of the IDRs
of Regency Energy Partners LP (NYSE:RGP) and approximately 26.3 million
RGP limited partner units. For more information, visit the Energy
Transfer Equity, L.P. web site at www.energytransfer.com.
Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded
partnership owning and operating a diversified portfolio of energy
assets. ETP has pipeline operations
in Arizona, Arkansas, Colorado, Louisiana, Mississippi, New
Mexico, Utah and West Virginia and owns the largest intrastate pipeline
system in Texas. ETP currently has natural gas operations that include
approximately 18,000 miles of gathering and transportation pipelines,
treating and processing assets, and three storage facilities located
in Texas. ETP also holds a 70 percent interest in Lone Star NGL LLC, a
joint venture that owns and operates NGL storage, fractionation and
transportation assets in Texas, Louisiana and Mississippi. ETP's general
partner is owned by ETE. For more information, visit the Energy Transfer
Partners, L.P. website at www.energytransfer.com.
Regency Energy Partners LP (NYSE: RGP) is a growth-oriented,
midstream energy partnership engaged in the gathering and processing,
contract compression, treating and transportation of natural gas and the
transportation, fractionation and storage of natural gas liquids. RGP
also holds a 30% interest in Lone Star NGL LLC, a joint venture that
owns and operates natural gas liquids storage, fractionation, and
transportation assets in Texas, Louisiana and Mississippi. Regency’s
general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE).
For more information, visit the Regency Energy Partners LP website at www.regencyenergy.com.
Southern Union Company (NYSE:SUG), headquartered in Houston, is
one of the nation’s leading diversified natural gas companies, engaged
primarily in the transportation, storage, gathering, processing and
distribution of natural gas. The company owns and operates one of the
nation’s largest natural gas pipeline systems with more than 20,000
miles of gathering and transportation pipelines and one of North
America’s largest liquefied natural gas import terminals, along with
serving more than half a million natural gas end-user customers in
Missouri and Massachusetts. For further information, visit www.sug.com.
This press release may include certain statements concerning
expectations for the future, including statements regarding the
anticipated benefits and other aspects of the proposed transactions
described above, that are forward-looking statements as defined by
federal law. Such forward-looking statements are subject to a variety of
known and unknown risks, uncertainties, and other factors that are
difficult to predict and many of which are beyond the control of the
management teams of ETE, ETP, RGP or Southern Union. Among those is the
risk that the anticipated benefits from the proposed transactions cannot
be fully realized. An extensive list of factors that can affect future
results are discussed in the reports filed with the Securities and
Exchange Commission by ETE, ETP, RGP and Southern Union. None of ETE,
ETP, RGP or Southern Union undertakes any obligation to update or revise
any forward-looking statement to reflect new information or events.
In connection with the merger, ETE filed with the SEC a Registration
Statement on Form S-4 that included a proxy statement/prospectus. The
Registration Statement was declared effective on October 27, 2011.
Southern Union mailed the definitive proxy statement/prospectus to its
stockholders on or about October 27, 2011 and again on February 17,
2012. Investors and security holders are urged to carefully read
the definitive proxy statement/prospectus because it contains important
information regarding ETE, Southern and the merger.
Investors and security holders may obtain a free copy of the definitive
proxy statement/prospectus and other documents filed by ETE and Southern
Union with the SEC at the SEC’s website, www.sec.gov.
The definitive proxy statement/prospectus and such other documents
relating to ETE may also be obtained free of charge by directing a
request to Energy Transfer Equity, L.P., Attn: Investor Relations, 3738
Oak Lawn Avenue, Dallas, Texas 75219, or from ETE’s website, www.energytransfer.com.
The definitive proxy statement/prospectus and such other documents
relating to Southern Union may also be obtained free of charge by
directing a request to Southern Union Company, Attn: Investor
Relations, 5051 Westheimer Road, Houston, Texas 77056, or from the
Company’s website, www.sug.com.
The information contained in this press release is available on the
Energy Transfer web site at www.energytransfer.com.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50216818&lang=en
Source: Energy Transfer Equity, L.P.
Brent Ratliff, 214-981-0700
Granado Communications Group