Energy Transfer Equity, L.P. (NYSE:ETE) and Southern Union
Company (NYSE:SUG) today announced the successful completion of the
previously announced merger of Southern Union with and into Sigma
Acquisition Corp., a wholly owned subsidiary of ETE. Southern Union
is the surviving entity in the merger and will continue to operate
as a wholly-owned subsidiary of ETE.
Under the terms of the merger agreement, Southern Union
stockholders were able to 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 merger
consideration payable in ETE common units. Based on the final
results of the merger consideration elections, holders of
approximately 54% of outstanding Southern Union shares, or
67,985,929 shares, will receive cash, while holders of
approximately 46% of outstanding Southern Union shares, or
56,981,860 shares, will receive ETE common units.
Effective with the closing of the market today, Southern Union
will cease to be a publicly traded company and its common stock
will stop trading on the NYSE.
In connection with the closing of the merger of Southern Union
and ETE, Energy Transfer Partners, L.P. (NYSE:ETP) announced that
it has successfully completed the previously announced merger of a
wholly owned ETP subsidiary with and into Southern Union subsidiary
CrossCountry Energy, LLC, which owns an indirect 50% interest in
Citrus Corp., the owner of the Florida Gas Transmission pipeline
system. After the merger, CrossCountry Energy will remain as the
surviving entity and will be a wholly owned subsidiary of ETP. The
total merger consideration is approximately $2.0 billion (comprised
of $1.895 billion in cash and approximately 2.25 million ETP common
units).
Credit Suisse Securities (USA) LLC acted as exclusive financial
advisor to ETE, with Latham & Watkins LLP, Bingham McCutchen
LLP and Potter Anderson having acted as legal counsel. Evercore
Partners and Goldman Sachs Group Inc. acted as financial advisors
to the Special Committee of the board of directors of Southern
Union. Locke Lord LLP served as legal counsel to Southern Union and
Roberts & Holland LLP served as tax counsel to Southern Union.
Sullivan & Cromwell LLP and Morris Nichols Arsht and Tunnell
LLP served as legal advisors to the Special Committee of the
Southern Union board of directors.
The Conflicts Committee of ETP's Board of Directors approved the
Citrus transaction. ETP was advised by Vinson & Elkins LLP with
respect to the transaction and Prickett, Jones & Elliott, P.A.
served as counsel to the committee. RBS Securities Inc. acted as
financial advisor to the committee and issued a fairness opinion in
connection with transaction.
Conference Call
Energy Transfer will host a conference call today at 2:00 p.m.
central time (3:00 p.m. eastern time) to discuss the transaction
details. The dial-in number for the call is 1-877-556-5921,
passcode 42481884. Additionally, the conference call will be
broadcast live via an Internet web cast
at www.energytransfer.com. The call will be available for
replay for a limited time by dialing 1-888-286-8010, passcode
90086046. A replay of the broadcast will also be available on the
Energy Transfer website for a limited time.
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.
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,
Mississippi, New Mexico, Utah and West
Virginia and owns the largest intrastate pipeline system
in Texas. ETP currently has natural gas operations that
include approximately 18,000 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, a joint venture that owns and
operates NGL storage, fractionation and transportation assets
in Texas, Louisiana and Mississippi. ETP's
general partner is owned by ETE. For more information, visit
the Energy Transfer Partners, L.P. website
at www.energytransfer.com.
Regency Energy Partners LP (NYSE: RGP) is a
growth-oriented, midstream energy partnership engaged in the
gathering and processing, contract compression, treating and
transportation of natural gas and the transportation, fractionation
and storage of natural gas liquids. RGP also holds a 30% interest
in Lone Star NGL LLC, a joint venture that owns and operates
natural gas liquids storage, fractionation, and transportation
assets in Texas, Louisiana and Mississippi. Regency’s general
partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For
more information, visit the Regency Energy Partners LP website at
www.regencyenergy.com.
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. The company
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 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 teams of ETE, ETP, RGP or Southern
Union. Among those is the risk 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,
ETP, RGP and Southern Union. None of ETE, ETP, RGP or 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 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 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.
The information contained in this press release is available on
the Energy Transfer web site at www.energytransfer.com.
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