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8-K - FORM 8-K - Energy Transfer LP | h83001e8vk.htm |
EX-99.2 - EX-99.2 - Energy Transfer LP | h83001exv99w2.htm |
Exhibit 99.1
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ENERGY TRANSFER EQUITY TO ACQUIRE SOUTHERN UNION COMPANY
Creating Largest Consolidated Natural Gas Pipeline Company in U.S.
Forming $40 Billion Group of Natural Gas Midstream Companies
DALLAS and HOUSTON June 16, 2011 Energy Transfer Equity, L.P. (NYSE:ETE) and Southern Union
Company (NYSE:SUG) today announced that the two companies have entered into a definitive merger
agreement whereby ETE will acquire Southern Union for $7.9 billion, including approximately $3.7
billion of existing SUG debt, creating the premier group of integrated midstream companies in the
United States natural gas industry.
Under terms of the agreement, which has been unanimously approved by the Boards of Directors of
both companies, stockholders of SUG will exchange their common shares for newly issued Series B
Units of ETE with a value of $33.00 per share, or approximately $4.2 billion. The implied value of
the Series B Units represents an approximate 17% premium to the closing price of SUG common stock
on June 15, 2011. The Series B Units, which will be registered and are expected to be listed for
trading on the NYSE, will be entitled to an annualized distribution yield of not less than 8.25%,
payable quarterly, based on the implied value of $33.00 per Series B Unit.
ETEs acquisition of Houston-based SUG, one of the nations leading diversified natural gas
companies, will provide ETE with direct ownership of attractive assets that are complementary to
the assets owned and operated by ETEs two master limited partnership (MLP) subsidiaries, Energy
Transfer Partners, L.P. (NYSE:ETP) and Regency Energy Partners LP (NASDAQ:RGNC). The combined
footprint of ETE (together with ETP and RGNC) and SUG will include more than 44,000 miles of
natural gas pipelines and approximately 30.7 billion cubic feet per day of natural gas
transportation capacity, making ETE among the largest natural gas infrastructure players in the
U.S. ETEs acquisition of SUG will result in a more diversified partnership better able to serve
its existing customers and compete for new ones. This transaction is expected to be immediately
accretive to ETEs distributable cash flow and creates significant additional organic growth
opportunities in strategic geographic locations across the U.S. as well as potential affiliate
joint ventures. This transaction also provides for the possibility of multiple asset dropdown
opportunities to ETP and RGNC that should further enhance value for all parties within the Energy
Transfer group of companies.
The acquisition of Southern Union will give ETE a larger, more competitive interstate and
midstream platform and will add significant demand-driven pipeline assets to the Energy Transfer
portfolio, said Kelcy Warren, ETEs Chairman of the Board of Directors. Furthermore, the
acquisition of Southern Union will significantly enhance and diversify ETEs cash flow profile,
making this transaction accretive to ETEs unitholders while preserving our commitment to
maintaining investment grade credit metrics at ETP and SUG and achieving investment grade status at
Regency.
George L. Lindemann, Chairman and CEO of SUG, said, We are thrilled with the opportunities the
transaction with Energy Transfer creates. Under our management, we have grown Southern Union from
a value of approximately $125 million to approximately $8 billion. The combination with ETE is the
right next step for the companys growth and delivers significant value for our shareholders.
Ive known Kelcy for many years and admire his management style and the ETE
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portfolio he has built. We have a shared vision for our companies. Our businesses and networks
are highly complementary and together will provide a broader range of services and product
offerings to existing and future customers.
Eric D. Herschmann, Vice Chairman, President and COO of SUG, added, Southern Union stockholders
will receive an attractive premium, an enhanced income stream, and the benefits of owning a company
with a larger asset base. We are excited about merging these two highly successful operations and
are confident in the potential of the combined entity.
Financial Terms
ETE has the option to redeem the Series B Units at any time after the closing of the transaction.
If such redemption occurs during the first year after the closing of the transaction, each Series B
unitholder will have the option to receive either $33.00 in cash per Series B Unit or an equally
valued number of ETP common units. If such redemption occurs after the first year after closing of
this transaction, each Series B unitholder will have the option to receive either $33.00 in cash or
an equally valued number of ETP common units, or ETE common units at a fixed exchange ratio of
0.770x. After the first anniversary of closing, the Series B Units will be convertible at any time
into ETE common units at a fixed exchange ratio of 0.770x at the option of each Series B
unitholder.
Immediate Operational and Commercial Synergies
ETE has identified approximately $100 million in commercial and operational synergies and has
identified an additional $25 million in one-time savings. Furthermore, ETE has a proven track
record of delivering on synergy estimates and executing successful integrations the most recent
being LDH Energy in May 2011 and RGNC in May 2010.
Combined Corporate Structure
Per the terms of the merger agreement, at closing, SUG will become a wholly-owned subsidiary of
ETE. ETE currently owns the general partner and 100 percent of the incentive distribution rights
(IDRs) of ETP and approximately 50.2 million ETP limited partner units. ETE also owns the general
partner and 100 percent of the IDRs of RGNC and approximately 26.3 million RGNC limited partner
units.
The transaction is expected to close in the first quarter of 2012, subject to SUG stockholder
approval and regulatory approvals. No ETE unitholder approval is required for the closing of this
transaction.
Advisors
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to ETE, with both Latham &
Watkins LLP and Bingham McCutchen LLP having acted as legal counsel. Evercore Partners acted as
exclusive financial advisor to SUG, with both Locke Lord Bissell & Liddell LLP and Roberts &
Holland LLP having acted as legal counsel.
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Conference Call
ETE and SUG will host a conference call today at 8:00 a.m. central time (9:00 a.m. eastern) to
discuss the transaction details. The dial-in number for the call is 1-866-202-1971 in the United
States, or 1-617-213-8842 outside the United States. The participant pass code is 46934704.
Additionally, the conference call will be broadcast live via an Internet web cast at
www.energytransfer.com and www.sug.com. The call will be available for replay on these web
sites or by dialing 1-888-286-8010 in the United States, or 1-617-801-6888 outside the United
States. The participant pass code for the replay is 15436657. The replay will be available 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 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. RGNCs general
partner is owned by ETE. For more information, visit the Regency Energy Partners LP web site at
www.regencyenergy.com.
Southern Union Company (NYSE:SUG) headquartered in Houston, is one of the nations 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 nations
largest natural gas pipeline systems with more than 20,000 miles of gathering and transportation
pipelines and one of North Americas 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
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management teams of ETE, ETP, RGNC or SUG. 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, ETP, RGNC and SUG. Neither ETE,
ETP, RGNC nor SUG undertakes any obligation to update or revise any forward-looking statement to
reflect new information or events.
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 SECs 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 ETEs 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 SUGs 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.
Energy Transfer
Investor Relations: Brent Ratliff, (214) 981-0700 (office)
Investor Relations: Brent Ratliff, (214) 981-0700 (office)
Media Relations: Vicki Granado, Granado Communications Group
(214) 599-8785 (office); (214) 498-9272 (cell)
(214) 599-8785 (office); (214) 498-9272 (cell)
Southern Union Company
John P. Barnett, Director of External Affairs
713-989-7556
John P. Barnett, Director of External Affairs
713-989-7556
Richard N. Marshall
Senior Vice President and CFO
713-989-2000
Senior Vice President and CFO
713-989-2000
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