Sunoco Logistics and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC
March 24 2017 - 5:39PM
Business Wire
Sunoco Logistics Partners L.P. (NYSE: SXL) and Energy
Transfer Partners, L.P. (NYSE: ETP) today announced that SXL’s
Registration Statement on Form S-4 has been declared effective by
the Securities and Exchange Commission (“SEC”) and that ETP has
filed a definitive proxy statement with the SEC for the special
meeting of its unitholders to vote on the previously announced
merger transaction between SXL and ETP.
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The special meeting of ETP unitholders will be held on April 26,
2017, at 10:00 a.m. local time, at Hilton Dallas Park Cities Hotel,
5954 Luther Lane, Dallas, Texas 75225, Miramar Conference Room. All
ETP common unitholders of record as of the close of business on
February 27, 2017, which is the record date for the special
meeting, will be entitled to vote their common units at the special
meeting. The approval of the proposal to adopt the merger agreement
requires the affirmative vote of holders of at least a majority of
the outstanding ETP common units.
Pursuant to the terms of the merger agreement, upon completion
of the merger, ETP unitholders will receive 1.5 common units of SXL
for each common unit of ETP they own. This equates to a 10% premium
to the volume weighted average price of ETP’s common units for the
30 trading days immediately prior to the announcement of the
transaction.
SXL and ETP expect the transaction to close in April 2017,
subject to certain closing conditions under the terms of the merger
agreement, including receipt of the required approval by ETP’s
unitholders and the satisfaction of other customary closing
conditions.
Energy Transfer Partners, L.P. (NYSE: ETP) is a master
limited partnership that owns and operates one of the largest and
most diversified portfolios of energy assets in the United States.
ETP’s subsidiaries include Panhandle Eastern Pipe Line Company, LP
(the successor of Southern Union Company) and Lone Star NGL LLC,
which owns and operates natural gas liquids storage, fractionation
and transportation assets. In total, ETP currently owns and
operates more than 62,500 miles of natural gas and natural gas
liquids pipelines. ETP also owns the general partner, 100% of the
incentive distribution rights, and approximately 67.1 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. For more information, visit the Energy
Transfer Partners, L.P. website at www.energytransfer.com.
Sunoco Logistics Partners L.P. (NYSE: SXL) is a master
limited partnership that owns and operates a logistics business
consisting of a geographically diverse portfolio of complementary
pipeline, terminalling, and acquisition and marketing assets which
are used to facilitate the purchase and sale of crude oil, natural
gas liquids, and refined products. SXL’s general partner is a
consolidated subsidiary of Energy Transfer Partners, L.P. (NYSE:
ETP). For more information, visit the Sunoco Logistics Partners
L.P. website at www.sunocologistics.com.
Forward-Looking Statements
This release includes “forward-looking” statements.
Forward-looking statements are identified as any statement that
does not relate strictly to historical or current facts. Statements
using words such as “anticipate,” “believe,” “intend,” “project,”
“plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may”
or similar expressions help identify forward-looking statements.
ETP and SXL cannot give any assurance that expectations and
projections about future events will prove to be correct.
Forward-looking statements are subject to a variety of risks,
uncertainties and assumptions. These risks and uncertainties
include the risks that the proposed transaction may not be
consummated or the benefits contemplated therefrom may not be
realized. Additional risks include: the ability to obtain requisite
regulatory and unitholder approval and the satisfaction of the
other conditions to the consummation of the proposed transaction,
the ability of SXL to successfully integrate ETP’s operations and
employees and realize anticipated synergies and cost savings, the
potential impact of the announcement or consummation of the
proposed transaction on relationships, including with employees,
suppliers, customers, competitors and credit rating agencies, and
the ability to achieve revenue, DCF and EBITDA growth, and
volatility in the price of oil, natural gas, and natural gas
liquids. Actual results and outcomes may differ materially from
those expressed in such forward-looking statements. These and other
risks and uncertainties are discussed in more detail in filings
made by ETP and SXL with the SEC, which are available to the
public. ETP and SXL undertake no obligation to update publicly or
to revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
The information contained in this press release is available on
ETP’s website at www.energytransfer.com and on the SXL website at
www.sunocologistics.com.
Additional Information and Where to Find It
SXL has filed with the SEC a registration statement on Form S-4,
which includes a proxy statement of ETP that also constitutes a
prospectus of SXL (the “Proxy Statement/Prospectus”). The
registration statement on Form S-4 was declared effective by the
SEC on March 24, 2017, and a definitive Proxy Statement/Prospectus
will be delivered to ETP common unitholders of record as of
February 27, 2017. SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE
TRANSACTION CAREFULLY. These documents and any other documents
filed by ETP or SXL with the SEC, may be obtained free of charge at
the SEC’s website, at www.sec.gov. In addition, the definitive
Proxy Statement/Prospectus and other documents filed with the SEC
are available free of charge on ETP’s website at
www.energytransfer.com within the “Investor Relations” section, and
investors and security holders will also be able to obtain free
copies of the Proxy Statement/Prospectus by phone, e-mail or
written request by contacting the investor relations department of
ETP or SXL at the following:
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170324005649/en/
Energy TransferInvestor Relations:Helen Ryoo,
Lyndsay Hannah, Brent Ratliff, 214-981-0795orMedia
Relations:Vicki Granado, 214-981-0761orSunoco
LogisticsInvestor Relations:Peter Gvazdauskas,
215-977-6322orMedia Relations:Jeff Shields, 215-977-6056
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