DALLAS--(BUSINESS WIRE)--Jun. 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 satisfied.
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 Exchange Offers.
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 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
Investor Relations:
Energy Transfer
Brent Ratliff, 214-981-0700
or
Media
Relations:
Granado Communications Group
Vicki Granado,
214-599-8785
Cell: 214-498-9272