UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
June 23, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
ENERGY TRANSFER EQUITY, L.P.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-32740 (Commission File Number) |
30-0108820 (IRS Employer Identification Number) |
3738 Oak Lawn Avenue
Dallas, TX 75219
(Address of principal executive offices)
Dallas, TX 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Energy
Transfer Equity, L.P. (the “Partnership”) issued a
press release relating to the
Partnership’s proposed acquisition of Southern Union Company
(“SUG”) pursuant to a definitive merger
agreement entered into by the two companies.
A
copy of the press release is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item
7.01 and in the attached Exhibits 99.1 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
To the
extent required, the information included in Item 7.01 of this Form
8-K is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
Exhibit 99.1
|
Energy Transfer Equity, L.P. Press Release dated June 23, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Energy Transfer Equity, L.P. |
||||
| By: | LE GP, LLC, its general partner |
|||
| Date: June 24, 2011 | /s/ John W. McReynolds | |||
| John W. McReynolds | ||||
| President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit | ||
| Number | Description | |
Exhibit 99.1
|
Energy Transfer Equity, L.P. Press Release, dated June 23, 2011. | |
Exhibit 99.1
Energy Transfer Equity Believes its Agreement to Acquire Southern Union is Superior to the Highly Conditional Proposal from Williams
DALLAS —June 23, 2011—— Energy Transfer Equity L.P. (NYSE:ETE) notes that Williams (NYSE:WMB)
floated a non-binding, conditional proposal to acquire Southern Union Company (NYSE:SUG) in a
fully-taxable transaction to SUG shareholders. ETE believes its binding agreement provides superior
value to SUG shareholders as compared to the Williams proposal.
From a price standpoint, ETE’s transaction is not a $33.00 per share offer as Williams contends.
Rather, the ETE transaction is a tax deferred structure that provides SUG shareholders significant
potential upside through at least an 8.25% annualized yield (paid quarterly) as well as the ability
for SUG shareholders, at their option, to convert into ETE common units at a fixed exchange ratio
of 0.770x after the first anniversary of closing. Tellingly, prior to withdrawing equity research
coverage on ETE today, Williams’ own financial advisors, Barclays Capital and Citi, had stated
target prices of $53.00 and $52.50 respectively, representing an additional 15+% upside from ETE’s
closing unit price of $45.57 on June 23, 2011.
Furthermore, the Williams proposal does not have committed financing, may have negative ratings
consequences for SUG, is subject to completion of due diligence and may have material anti-trust
regulatory challenges.
In contrast, ETE’s agreement with SUG has been unanimously approved by the Boards of Directors of
both companies, is not subject to any financing conditionality or ETE unitholder approval and is
not expected to result in any anti-trust issues. In addition, ETE’s transaction has been reviewed
by all the credit rating agencies and is expected to have no ratings impact on the current ratings
of SUG.
Additional Information
In connection with the transaction, ETE and SUG will file a joint proxy statement / prospectus and
other documents with the SEC. Investors and security holders are urged to carefully read the
definitive joint proxy statement / prospectus when it becomes available because it will contain
important information regarding ETE, SUG and the transaction.
A definitive joint proxy statement / prospectus will be sent to stockholders of SUG seeking their
approval of the transaction. Investors and security holders may obtain a free copy of the
definitive joint proxy statement / prospectus (when available) and other documents filed by ETE and
SUG with the SEC at the SEC’s website, www.sec.gov. The definitive joint proxy statement /
prospectus (when available) 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
joint proxy statement / prospectus (when available) and such other documents relating to SUG may
also be obtained free of charge by directing a request to Southern Union Company, Attn: Investor
Relations, 5444 Westheimer Road, Houston, Texas 77056, or from SUG’s website, www.sug.com.
ETE, SUG and their respective directors and executive officers may, under the rules of the SEC, be
deemed to be “participants” in the solicitation of proxies in connection with the proposed
transaction.
Information concerning the interests of the persons who may be “participants” in the solicitation
will be set forth in the joint proxy statement / prospectus when it becomes available.
The information contained in this press release is available on the ETE web site at
www.energytransfer.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 team of ETE. Among those is the risk that conditions to closing the transaction are not
met or 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. ETE does not undertake any obligation to update or
revise any forward-looking statement to reflect new information or events.
Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general
partner and 100 percent of the IDRs of ETP and approximately 50.2 million ETP limited partner
units; and owns the general partner and 100 percent of the IDRs of RGNC and approximately 26.3
million RGNC 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, New Mexico, Utah and West Virginia and owns the largest intrastate pipeline system in
Texas. ETP currently has natural gas operations that include more than 17,500 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 (“Lone Star”), a joint venture
that owns and operates NGL storage, fractionation and transportation assets in Texas, Louisiana and
Mississippi. ETP is also one of the three largest retail marketers of propane in the United
States, serving more than one million customers across the country. For more information, visit
the Energy Transfer Partners, L.P. web site at www.energytransfer.com.
Regency Energy Partners LP (NASDAQ:RGNC) is a growth-oriented, midstream energy partnership
engaged in the gathering, contract compression, processing, marketing and transporting of natural
gas and natural gas liquids. RGNC also owns the remaining 30 percent interest in Lone Star. RGNC’s
general partner is owned by ETE. For more information, visit the Regency Energy Partners LP web
site at www.regencyenergy.com.
Contacts
Investors
Energy Transfer Equity
Brent Ratliff
(214) 981-0700
Energy Transfer Equity
Brent Ratliff
(214) 981-0700
MacKenzie Partners
Dan Burch / Lawrence Dennedy
(212) 929-5748 / (212) 929-5239
(212) 929-5748 / (212) 929-5239
Media
Brunswick Group
Steve Lipin / Mark Palmer
(212) 333-3810 / (214) 459-8181
Brunswick Group
Steve Lipin / Mark Palmer
(212) 333-3810 / (214) 459-8181
Vicki Granado
Granado Communications Group
(214) 599-8785
Granado Communications Group
(214) 599-8785