Questions and Answers about the Merger and the Special Meeting
Special FactorsEffects of the Merger
Special FactorsBackground of the Merger
Special FactorsInterests of the Directors and Officers of the General Partner in the Merger
Special FactorsPosition of the Ergon Filing Parties as to the Fairness of the Merger
Special FactorsPurpose and Reasons of the Ergon Filing Parties for the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Special FactorsMaterial U.S. Federal Income Tax Considerations
Proposal No. 1 The Merger Agreement
Material U.S. Federal Income Tax Considerations
Delisting and Deregistration
Annex A: Agreement and Plan of Merger
ITEM 8. FAIRNESS OF THE TRANSACTION
Regulation M-A, Item 1014
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Conflicts Committee and GP Board Recommendations and Reasons for the Merger
Summary Term SheetOpinion of Financial Advisor to the Conflicts Committee
Questions and Answers About the Merger and the Special Meeting
Special FactorsEffects of the Merger
Special FactorsBackground of the Merger
Special FactorsResolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
Special FactorsRecommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger
Agreement and the Merger Transactions
Special FactorsInterests of the Directors and Executive Officers of the
General Partner in the Merger
Special FactorsPosition of the Ergon Filing Parties as to the Fairness of the
Merger
Special FactorsPurpose and Reasons of the Ergon Filing Parties for the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Proposal No. 1 The Merger Agreement
Annex C: Opinion of Financial Advisor
|
(b) |
Factors Considered in Determining Fairness. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term SheetThe Conflicts Committee and GP Board Recommendations and Reasons for the Merger
Summary Term SheetOpinion of Financial Advisor to the Conflicts Committee
Questions and Answers About the Merger and the Special Meeting
Special FactorsEffects of the Merger
Special FactorsBackground of the Merger
Special FactorsResolution of Conflicts of Interest; Standards of Conduct and Modification of Duties
Special FactorsRecommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger
Agreement and the Merger Transactions
Special FactorsUnaudited Financial Projections of the Partnership
Special FactorsOpinion of Financial Advisor to the Conflicts Committee
Special FactorsInterests of the Directors and Executive Officers of the General Partner in the Merger
Special FactorsPosition of the Ergon Filing Parties as to the Fairness of the Merger
Special FactorsPurpose and Reasons of the Ergon Filing Parties for the Merger
Special FactorsPrimary Benefits and Detriments of the Merger
Market Price and Cash Distribution Information
Proposal No. 1 The Merger Agreement
Certain Purchases and Sales of Common Units and Preferred Units