Energy Transfer Equity (NYSE: ETE) and Southern Union Company
(NYSE: SUG) today announced the preliminary results of the
elections made by Southern Union stockholders regarding their
preferences as to the form of merger consideration they will
receive in connection with Southern Union’s pending merger with
ETE, which is currently expected to be completed on or about March
26, 2012.
As previously announced, under the terms of the Second Amended
and Restated Agreement and Plan of Merger, dated as of
July 19, 2011, as amended (the “Merger Agreement”), among
Southern Union, ETE and Sigma Acquisition Corporation, a
wholly-owned subsidiary of ETE, Southern Union stockholders could
elect to exchange each outstanding share of Southern Union common
stock for $44.25 of cash or 1.00x ETE common unit, with no more
than 60% of the aggregate merger consideration payable in cash and
no more than 50% of the aggregate merger consideration payable in
ETE common units. Elections in excess of either the cash or common
unit limits will be subject to proration.
Based on available information as of the election deadline of
5:00 p.m., Eastern Time, on March 19, 2012, the preliminary
merger consideration election results were as follows:
• Holders of approximately 55% of outstanding Southern Union
shares, or 68,644,424 Southern Union shares, elected to receive
cash. This includes 15,522,372 shares subject to guaranteed
delivery procedures.
• Holders of approximately 45% of outstanding Southern Union
shares, or 56,212,227 Southern Union shares, will receive ETE
common units. This amount is comprised of 38,973,314 Southern Union
shares for which holders elected to receive ETE common units (which
includes 4,350,144 shares subject to guaranteed delivery
procedures), and 17,238,913 Southern Union shares for which holders
either did not make an election or did not deliver a valid election
form prior to the election deadline and, therefore, will be deemed
to have elected to receive ETE common units.
Elections made pursuant to the notice of guaranteed delivery
procedure require the delivery of Southern Union shares to
Computershare Trust Company, N.A., the exchange agent for the
merger, by 5:00 p.m., New York time, on March 22, 2012. If the
exchange agent does not receive the required stock certificates or
book-entry transfer of shares by the guaranteed delivery deadline,
the Southern Union shares subject to such elections will be treated
as shares deemed to have made an election for ETE common units.
After the final results of the merger consideration election
process are determined, the final allocation of the merger
consideration will be calculated in accordance with the terms of
the Merger Agreement.
About 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 Energy
Transfer Partners, L.P. (NYSE:ETP) and approximately
50.2 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 RGP limited partner
units. For more information, visit the Energy Transfer Equity, L.P.
web site at www.energytransfer.com.
About Southern Union Company (NYSE:SUG), headquartered in
Houston, is one of the nation’s leading diversified natural gas
companies, engaged primarily in the transportation, storage,
gathering, processing and distribution of natural gas. Southern
Union owns and operates one of the nation’s largest natural gas
pipeline systems with more than 20,000 miles of gathering and
transportation pipelines and one of North America’s largest
liquefied natural gas import terminals, along with serving more
than half a million natural gas end-user customers in Missouri and
Massachusetts. For further information, visit www.sug.com.
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 proposed 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 or Southern Union. Among
those is the risk that conditions to closing the transaction are
not met or that the anticipated benefits from the proposed
transaction 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 (the “SEC”) by ETE and
Southern Union. Neither ETE nor Southern Union undertakes any
obligation to update or revise any forward-looking statement to
reflect new information or events.
Additional Information
In connection with the proposed merger, ETE filed with the SEC a
Registration Statement on Form S-4 that included a proxy
statement/prospectus. The Registration Statement was declared
effective on October 27, 2011. Southern Union mailed the
definitive proxy statement/prospectus to its stockholders on or
about October 27, 2011 and again on February 17,
2012. Investors and security holders are urged to carefully
read the definitive proxy statement/prospectus because it contains
important information regarding ETE, Southern Union and the
merger.
Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus and other documents filed by
ETE and Southern Union with the SEC at the SEC’s website,
www.sec.gov. The definitive proxy statement/prospectus 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 proxy
statement/prospectus and such other documents relating to Southern
Union may also be obtained free of charge by directing a request to
Southern Union Company, Attn: Investor Relations, 5051 Westheimer
Road, Houston, Texas 77056, or from the Company’s website,
www.sug.com.
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