Energy Transfer
SEC Filings
SC 13D/A
ENERGY TRANSFER EQUITY, L.P. filed this Form SC 13D/A on 06/29/2017
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Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On May 17, 2017, the board of directors of the general partner of ETP’s general partner directed management of ETP to pursue a tender offer (the “Tender Offer”) to purchase all of the outstanding Common Units of PennTex Midstream Partners, LP (“PennTex”). The Tender Offer was announced on May 18, 2017 pursuant to the Offer to Purchase filed by ETP as part of a statement in the Schedule TO filed with the SEC on May 18, 2017 (together with all other exhibits thereto, and as amended, the “Schedule TO”). The Offer to Purchase, letter of transmittal and related documents were mailed to unitholders of record of PennTex on May 18, 2017. Prior to the announcement of the Tender Offer, ETP owned 6,701,596 Common Units, representing approximately 32.35% of the outstanding Common Units. The purpose of the Tender Offer was to acquire for cash as many outstanding Common Units as possible as a first step in acquiring all of the equity interests in PennTex not already owned by ETP.
On June 19, 2017, the Tender Offer expired at 5:00 p.m. Eastern time. The Tender Offer resulted in ETP and its affiliates owning greater than 80% of the Common Units outstanding. Accordingly, on June 20, 2017, ETP announced that, as it had previously committed to upon owning more than 80% of the Common Units outstanding, it was exercising its limited call right under Article XV of the PennTex Partnership Agreement to acquire any remaining Common Units not owned by it for at least the same price per Common Unit paid pursuant to the Tender Offer. The limited call right will be exercised on June 30, 2017, at which point there will be no public market for the Common Units and no holders of the Common Units other than ETP and its affiliates, and the Common Units will be delisted from the Nasdaq and deregistered under the Exchange Act. Upon the exercise of the limited call right, PennTex will become an indirect wholly owned subsidiary of ETP, and ETP expects to amend and restate the certificate of limited partnership and agreement of limited partnership of PennTex to make such changes it deems necessary or appropriate.
Except as set forth in this Schedule 13D and in connection with the transaction described above, ETP has no plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


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