Energy Transfer Partners Announces Update to Exchange Offers and Consent
Solicitations Relating to Notes Issued by Southern Union Company
DALLAS -- June 6, 2013
Energy Transfer Partners, L.P. (NYSE: ETP) announced today that it is offering
additional consideration in the aggregate amount of $1.32 million to be
allocated pro rata among all holders who have validly tendered their 7.60%
Senior Notes due 2024 (the “Existing 2024 Notes”) and 8.25% Senior Notes due
2029 (the “Existing 2029 Notes” and, together with the Existing 2024 Notes,
the “Existing Senior Notes”) issued by Southern Union Company (“Southern
Union”) on or prior to the Expiration Date, as extended as described below
(the “Consent Payment”).
The Consent Payment per $1,000 principal amount of the Existing Senior Notes
that have been validly tendered will be equal to the product of $2.00
multiplied by a fraction, the numerator of which is the outstanding aggregate
principal amount of Existing Senior Notes ($660,000,000) and the denominator
of which is the aggregate principal amount of Existing Senior Notes that have
been validly tendered, and not validly revoked, on or prior to the Expiration
Date. Thus, a holder of the Existing Senior Notes is eligible to receive not
less than $2.00 (the “Minimum Consent Payment”) nor more than $4.00 per $1,000
principal amount of such Existing Senior Notes. There is no assurance that the
Consent Payment will be greater than the Minimum Consent Payment and holders
who tender their Existing Senior Notes will be deemed to have accepted any
Consent Payment equal to or greater than the Minimum Consent Payment.
The Consent Payment is conditioned upon the receipt of at least a majority of
the outstanding aggregate principal amount of the Existing 2029 Notes (the
“Consent Payment Condition”). Holders who have already validly tendered their
Existing Senior Notes and delivered their consents do not need to re-tender
their Existing Senior Notes or deliver new consents and will receive the
Consent Payment on the Settlement Date if the Consent Payment Condition is
Additionally, ETP has extended the expiration date to 11:59 p.m., New York
City time, on June 19, 2013 (the “Expiration Date”), unless extended or
earlier terminated by ETP, for its previously announced exchange offers and
consent solicitations to exchange Existing Senior Notes and existing Junior
Subordinated Notes due 2066 (the “Existing Junior Subordinated Notes” and,
together with the Existing Senior Notes, the “Existing Notes”) issued by
Southern Union for ETP’s new 7.60% Senior Notes due 2024, 8.25% Senior Notes
due 2029 and Floating Rate Notes due 2066, respectively, each with
registration rights (collectively, the “Exchange Offers”). ETP is also
extending the period during which holders who tender their Existing Notes will
receive the exchange consideration plus an early participation premium under
the Exchange Offers. The new deadline to receive the exchange consideration
plus an early participation premium has been extended to the Expiration Date.
Under the terms of the Exchange Offers, holders who have previously tendered
their Existing Notes can no longer validly withdraw those notes from the
ETP has been advised by D.F. King & Co., Inc., the information agent for the
Exchange Offers, that holders of:
*72% of the principal amount of the Existing 2024 Notes;
*44% of the principal amount of the Existing 2029 Notes; and
*90% of the principal amount of the Existing Junior Subordinated Notes;
had validly tendered their Existing Notes pursuant to the terms of the
Exchange Offers on or prior to June 5, 2013. ETP has received nonbinding
indications of interest from holders of a majority of the Existing 2029 Notes.
All other material terms of the Exchange Offers and consent solicitations
remain unchanged. Eligible holders should refer to the offering memorandum and
consent solicitation statement dated May 16, 2013 for further details and the
terms and conditions of the exchange offers and consent solicitations.
The new notes have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or the securities laws of any state and may
not be offered or sold in the United States absent registration or an
exemption from the registration requirements of the Securities Act and
applicable state securities laws. This press release is neither an offer to
sell, nor the solicitation of an offer to buy, nor a solicitation of consents
with respect to any securities, nor shall there be any sale of the new notes
in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
The new notes will be offered only to qualified institutional buyers pursuant
to Rule 144A under the Securities Act or persons other than “U.S. persons”
pursuant to Regulation S under the Securities Act (“eligible holders”).
Documents relating to the exchange offers will only be distributed to eligible
holders who properly complete and return a letter of eligibility confirming
that they are within the category of eligible holders for the private Exchange
Offers. Eligible holders who desire a copy of the letter of eligibility should
contact D.F. King & Co., Inc., the information agent for the exchange offers,
at (800) 967-4607 (U.S. toll-free) or (212) 269-5550 (collect) or access the
letter of eligibility at www.dfking.com/ETP.
Energy Transfer Partners, L.P.(NYSE: ETP)is a master limited partnership
owning and operating one of the largest and most diversified portfolios of
energy assets inthe United States. ETP currently has natural gas operations
that include approximately 47,000 miles of gathering and transportation
pipelines, treating and processing assets, and storage facilities. ETP owns
100% ofETP Holdco Corporation, which ownsSouthern Union CompanyandSunoco,
Inc., and a 70% interest inLone Star NGL LLC, a joint venture that owns and
operates natural gas liquids storage, fractionation and transportation assets.
ETP also owns the general partner, 100% of the incentive distribution rights,
and approximately 33.5 million common units inSunoco Logistics Partners
L.P.(NYSE: SXL), which operates a geographically diverse portfolio of crude
oil and refined products pipelines, terminalling and crude oil acquisition and
marketing assets. ETP’s general partner is owned by Energy Transfer Equity,
L.P. (NYSE: ETE).
Statements about the offering may be forward-looking statements as defined
under federal law. Forward-looking statements can be identified by words such
as “anticipates,” “believes,” “expects,” “estimates,” “forecasts,” “projects,”
“should” and other similar expressions. These forward-looking statements rely
on a number of assumptions concerning future events and are subject to a
number of uncertainties and factors, many of which are outside the control of
ETP, and a variety of risks that could cause results to differ materially from
those expected by management of ETP. Important information about issues that
could cause actual results to differ materially from those expected by
management of ETP can be found in ETP’s public periodic filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K.
ETP undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time.
Brent Ratliff, 214-981-0700
Granado Communications Group
Vicki Granado, 214-599-8785
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