DALLAS--(BUSINESS WIRE)--May. 16, 2013--
Energy Transfer Partners, L.P. (NYSE: ETP) today announced it has
commenced exchange offers to exchange any and all of the 7.60% Senior
Notes due 2024 (CUSIP 844030AA4), 8.25% Senior Notes due 2029 (CUSIP
844030AC0) (collectively, the “Existing Senior Notes”) and Junior
Subordinated Notes due 2066 (CUSIP 844030AH9) (together with the
Existing Senior Notes, the “Existing Notes”) issued by Southern Union
Company (“Southern Union”) for ETP’s new 7.60% Senior Notes due 2024,
8.25% Senior Notes due 2029 (collectively, the “New Senior Notes”) and
Floating Rate Junior Subordinated Notes due 2066 (the “New Junior
Subordinated Notes” and, together with the New Senior Notes, the “New
Notes”), respectively, each with registration rights (collectively, the
“Exchange Offers”).
ETP, on behalf of its indirect, wholly-owned subsidiary Southern Union,
is also soliciting consents (the “Consent Solicitations”) to amend the
indentures governing each series of Existing Notes to remove
substantially all of the restrictive covenants and certain events of
default and modify certain provisions.
Existing Notes tendered at or prior to 5:00 p.m., New York City time, on
May 30, 2013 (the “Early Participation and Consent Date”), will be
eligible to receive the exchange consideration plus an early
participation premium. After the Early Participation and Consent Date,
but at or before the Expiration Date (as defined below), Existing Notes
tendered will be eligible to receive only the exchange consideration.
The Exchange Offers will expire at 11:59 p.m., New York City time, on
June 13, 2013, unless extended or earlier terminated by ETP (the
“Expiration Date”). Tenders submitted in the Exchange Offers may be
validly withdrawn at any time at or prior to the Early Participation and
Consent Date, but will thereafter be irrevocable unless withdrawal
rights are subsequently required by law. 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 Exchange Offers and Consent Solicitations are subject to a number of
conditions, including, with respect to the New Senior Notes, the valid
receipt of consents from the holders of at least a majority of the
outstanding aggregate principal amount of both series of Existing Senior
Notes and, with respect to the New Junior Subordinated Notes, valid
receipt of consents from the holders of at least a majority of the
outstanding aggregate principal amount of each series of Existing Notes.
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 in the 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% of ETP Holdco Corporation,
which owns Southern Union Company and Sunoco, Inc., and a 70% interest
in Lone 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 in Sunoco 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.
Source: Energy Transfer Partners, L.P.
Investor Relations:
Energy Transfer
Brent Ratliff, 214-981-0700
or
Media
Relations:
Granado Communications Group
Vicki Granado,
214-599-8785
Cell: 214-498-9272