Item 8.01. Other Events.
As
previously reported on August 8, 2016, on August 2, 2016, Bakken Holdings Company LLC (
Bakken Holdings
), an entity in which Energy Transfer Partners, L.P. (
ETP
, or the
Partnership
) indirectly owns a 60% membership interest, and Sunoco Logistics Partners L.P. (
SXL
) indirectly owns a 40% membership interest, entered into a Membership Interest Purchase Agreement
(the
Purchase Agreement
), pursuant to which Bakken Holdings agreed to sell a 49% interest in its wholly-owned subsidiary, Bakken Pipeline Investments LLC (
Newco
), to MarEn Bakken Company LLC
(
MarEn
), an entity jointly owned by Marathon Petroleum Corporation (
Marathon
) and Enbridge Energy Partners, L.P. (
Enbridge
) (the
Transaction
).
Newco indirectly owns a 75% interest in each of Dakota Access, LLC (
Dakota Access
) and Energy Transfer Crude
Oil Company, LLC (
ETCO
), the entities responsible for developing, owning and operating the Bakken Pipeline Project, which will consist of (i) an approximately 1,172-mile, 30-inch diameter long-haul crude oil pipeline
originating in North Dakota and terminating at Patoka, Illinois, including an in-field system with six receipt stations in the Bakken/Three Forks production area of North Dakota, and related facilities, and (ii) an approximately 749-mile, 24-
and 30-inch diameter long-haul crude oil pipeline originating in Patoka, Illinois and terminating at Nederland, Texas, and related facilities. The remaining 25% of each of Dakota Access and ETCO is owned by wholly-owned subsidiaries of Phillips 66.
Subject to the terms and conditions of the Purchase Agreement, at the closing of the Transaction, in exchange for the 49% interest in
Newco, MarEn will pay $2.0 billion in cash to Bakken Holdings.
Under the original terms of the Purchase Agreement, the Transaction could
be terminated by either party if the Transaction had not been consummated on or prior to December 31, 2016 (the
Outside Termination Date
).
On December 15, 2016, Bakken Holdings and MarEn entered into an amendment to the Purchase Agreement (the
Amendment
). Under the terms of the Amendment, the Outside Termination Date has been changed from December 31, 2016 to March 31, 2017. All other terms of the Purchase Agreement remain in full force and effect.
This report includes certain statements concerning expectations for the future 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 managements control. An extensive list of factors that can affect
future results are discussed in the Partnerships Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership does not undertake any obligation to update or revise any
forward-looking statement to reflect new information or events.