UNITED STATES
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
Date of Report (date of earliest event reported): December 1, 2006
ENERGY TRANSFER EQUITY, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32740 | 30-0108820 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS. Employer Identification No.) |
2828 Woodside Street
Dallas, Texas 75204
(Address of principal executive offices, including zip code)
214-981-0700
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to Item 1.01 of the Current Report on Form 8-K, dated September 14, 2006, filed by Energy Transfer Equity, L.P. (“ETE”) and Items 1.01 and 2.01 of the Current Report on Form 8-K, dated November 1, 2006, filed by ETE.
On December 1, 2006, Energy Transfer Partners, L.P. (“ETP”), a subsidiary of ETE, announced that it had completed its acquisition of Transwestern Pipeline Company, LLC (“Transwestern”). The acquisition was completed through a series of transactions, beginning on November 1, 2006, when ETP acquired all of the outstanding Class B membership interests in CCE Holdings, LLC (“CCEH”) from GE Energy Financial Services and certain other investors. On December 1, 2006, CCEH redeemed ETP’s 50% ownership in CCEH in exchange for 100% ownership of Transwestern. The series of transactions related to this acquisition was valued at $1.465 billion. ETP funded a portion of the Transwestern acquisition through its issuance to ETE, on November 1, 2006, of 26,086,957 Class G Units, representing limited partner interests, in exchange for a cash contribution of $1.2 billion.
Transwestern’s primary asset is the Transwestern Pipeline, a 2,500 mile interstate natural gas pipeline system connecting supply areas in the San Juan Basin in southern Colorado and northern New Mexico, the Anadarko Basin in the Mid-continent and the Permian Basin in west Texas to markets in the Midwest, Texas, Arizona, New Mexico and California. The Transwestern Pipeline interconnects with ETP’s existing intrastate pipelines in west Texas and to other interstate and intrastate pipelines located in west Texas.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. The following exhibits are being filed herewith: |
| Exhibit No. | Description | |
| 99.1 | Press Release of Energy Transfer Partners, L.P., dated December 1, 2006, announcing completion of the Transwestern acquisition | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENERGY TRANSFER EQUITY, L.P. | ||
| By: LE GP, LLC, its general partner | ||
| By: |
/s/ John W. McReynolds | |
| John W. McReynolds, | ||
| President and Chief Financial Officer | ||
Dated: December 5, 2006
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Energy Transfer Partners, L.P., dated December 1, 2006, announcing completion of the Transwestern acquisition | |
Exhibit 99.1
PRESS RELEASE
ENERGY TRANSFER PARTNERS, L.P. COMPLETES FINAL STEP IN THE
ACQUISITION OF THE TRANSWESTERN PIPELINE
Dallas, Texas – December 1, 2006 – Energy Transfer Partners, L.P. (NYSE:ETP) announces that it has completed the final step in its previously announced acquisition of the Transwestern Pipeline. Previously, in a transaction that closed on November 1, 2006, ETP acquired a 50% interest in CCE Holdings, LLC (CCEH). In the December 1, 2006 transaction, CCEH redeemed ETP’s 50% interest in exchange for 100% ownership of the Transwestern Pipeline. Following this final step, Transwestern Pipeline Company, LLC became a new operating subsidiary of ETP. In connection with the just completed transaction, ETP assumed $520 million of indebtedness at Transwestern Pipeline Company and received cash of approximately $55 million.
The Transwestern Pipeline is a 2,500 mile interstate natural gas pipeline system that connects supply areas in the San Juan Basin in southern Colorado and northern New Mexico, the Anadarko Basin in the Mid-continent and the Permian Basin in west Texas to markets in the Midwest, Texas, Arizona, New Mexico and California. The Transwestern Pipeline interconnects to ETP’s existing intrastate pipelines in west Texas as well as other intrastate and interstate pipelines in west Texas.
Energy Transfer Partners, L.P. is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP’s natural gas transportation and storage operations include intrastate natural gas gathering and transportation pipelines, natural gas treating and processing assets located in Texas and Louisiana, and three natural gas storage facilities located in Texas. These assets include approximately 12,000 miles of intrastate pipeline in service, with an additional 600 miles of intrastate pipeline under construction, and 2,500 miles of interstate pipelines. ETP is one of the three largest retail marketers of propane in the United States, serving more than one million customers from approximately 442 customer service locations in 41 states extending from coast to coast.
Energy Transfer Equity, L.P. (NYSE:ETE) owns the general partner interest, 100% of the incentive distribution rights in the general partner, and approximately 36.4 million Common Units and 26.1 million Class G Units of Energy Transfer Partners, L.P.
The information contained in this press release is available on the ETP’s website at www.energytransfer.com.
| Contacts: | ||||
| Investor Relations: | Media Relations: | |||
| Renee Lorenz | Vicki Granado | |||
| Energy Transfer Partners, L.P. | Gittins & Granado | |||
| 214-981-0700 | 214-361-0400 |