DALLAS & PHILADELPHIA--(BUSINESS WIRE)--Oct. 5, 2012--
Energy Transfer Partners, L.P. (NYSE:ETP) and Sunoco, Inc.
(NYSE:SUN) today announced the successful completion of the previously
announced merger of a wholly owned subsidiary of ETP, with and into
Sunoco, with Sunoco surviving the merger as a subsidiary of ETP.
Under the terms of the merger agreement, Sunoco shareholders were able
to receive, for each Sunoco common share they owned, a combination of
$25.00 in cash and 0.5245 of an ETP common unit (the “Standard Mix of
Consideration”). In lieu of receiving this Standard Mix of
Consideration, Sunoco shareholders, for each Sunoco common share they
owned, could make an election to receive $50.00 in cash (the “Cash
Consideration”) or 1.0490 ETP common units (the “Unit Consideration”),
with such Cash Consideration and Unit Consideration subject to proration
in accordance with the merger agreement. Because the Cash Consideration
was oversubscribed, all holders making a cash election will have their
Cash Consideration prorated and a portion of it will be substituted with
ETP common units in accordance with the terms of the merger agreement.
Based on the final results of the merger consideration elections:
-
holders of approximately 2.59% of outstanding Sunoco shares, or
approximately 2,711,665 shares, elected to and will receive the
Standard Mix of Consideration;
-
holders of approximately 72.37% of outstanding Sunoco shares, or
approximately 75,844,918 shares, elected the Cash Consideration and
will receive $26.47 in cash and 0.493730 of an ETP common unit;
-
holders of approximately 4.24% of outstanding Sunoco shares, or
approximately 4,449,502 shares, elected to and will receive the Unit
Consideration; and
-
holders of approximately 20.80% of outstanding Sunoco shares, or
approximately 21,801,776 shares, made no election, and will receive
the Standard Mix of Consideration.
In the aggregate, Sunoco shareholders will receive 50% of the merger
consideration in cash and 50% in ETP common units. The total
consideration to be paid in cash will be approximately $2.6 billion and
the total consideration to be paid in equity will be approximately
54,971,724 ETP common units.
Effective with the opening of the market today, Sunoco ceased to be a
publicly traded company and its common stock discontinued trading on the
NYSE.
Wells Fargo Securities, LLC acted as exclusive financial advisor to ETP,
with Latham & Watkins LLP and Bingham McCutchen LLP having acted as
legal counsel.
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor
to Sunoco and Wachtell, Lipton, Rosen & Katz acted as legal counsel.
Other Transaction Details
In accordance with the terms of the merger agreement, contemporaneously
with the closing of the merger, Sunoco contributed to ETP $2.0 billion
in cash and the equity interests of Sunoco Partners LLC (which currently
holds the 2% general partner interest, incentive distribution rights,
and a 32.4% limited partner interest in Sunoco Logistics Partners, L.P.
(“SXL”)), in exchange for 90,706,000 newly issued Class F units of ETP.
Additionally, immediately following the closing of the merger, Energy
Transfer Equity, L.P. (“ETE”) contributed its interest in Southern Union
Company (“Southern Union”) to ETP Holdco Corporation (“ETP Holdco”), in
exchange for a 60% equity interest in ETP Holdco. In conjunction with
ETE’s contribution, ETP contributed its interest in Sunoco (exclusive of
its interest in SXL) to ETP Holdco and retained a 40% equity interest in
ETP Holdco.
As a result of the merger and the above transactions, ETP and ETE own an
indirect 40% and 60% equity interest, respectively, in both Sunoco and
Southern Union, while ETP owns the general partner interests, incentive
distribution rights and a 32.4% limited partner interest in SXL.
In connection with the merger and the above transactions, ETP has agreed
to become a co-obligor on approximately $965 million of aggregate
principal amount of Sunoco’s existing senior notes and debentures.
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 Alabama,
Arizona, Arkansas, Colorado, Florida, 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 24,000
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, 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 ETP website at www.energytransfer.com.
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 ETP and approximately
52.5 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 Regency limited partner units. The ETE family
of companies owns approximately 45,000 miles of natural gas and natural
gas liquids pipelines. For more information, visit the ETE website at www.energytransfer.com.
Sunoco, Inc.is a leading logistics and retail company, with a
network of approximately 4,900 retail locations in 23 states.
Sunoco Logistics Partners, L.P.(NYSE:SXL), headquartered in
Philadelphia, is a master limited partnership that owns and operates a
logistics business consisting of a geographically diverse portfolio of
complementary pipeline, terminalling and crude oil acquisition and
marketing assets. The Refined Products Pipelines consist of
approximately 2,500 miles of refined products pipelines located in the
northeast, midwest and southwest United States, and equity interests in
four refined products pipelines. The Crude Oil Pipelines consist of
approximately 5,400 miles of crude oil pipelines, located principally in
Oklahoma and Texas. The Terminal Facilities consist of approximately 42
million shell barrels of refined products and crude oil terminal
capacity (including approximately 22 million shell barrels of capacity
at the Nederland Terminal on the Gulf Coast of Texas and approximately 5
million shell barrels of capacity at the Eagle Point terminal on the
banks of the Delaware River in New Jersey). The Crude Oil Acquisition
and Marketing business involves the acquisition and marketing of crude
oil and is principally conducted in Oklahoma and Texas and consists of
approximately 190 crude oil transport trucks and approximately 120 crude
oil truck unloading facilities.
Forward-Looking Statements
This press release may include certain statements concerning
expectations for the future, including statements regarding the
anticipated benefits and other aspects of the transaction 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, Sunoco or SXL. Among those is the risk that the anticipated
benefits from the transaction described above 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, Sunoco and SXL. None of ETE, ETP, Sunoco or SXL
undertakes any obligation to update or revise any forward-looking
statement to reflect new information or events.
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Source: Energy Transfer Partners, L.P. and Sunoco, Inc.
Energy Transfer Partners, L.P.
Investor Relations:
Brent
Ratliff, 214-981-0700
or
Media Relations:
Vicki Granado,
214-599-8785
or
Thomas Golembeski, 215-977-6298