Sunoco Logistics Partners L.P. (NYSE: SXL) (“SXL”) and Energy
Transfer Partners, L.P. (NYSE: ETP) (“ETP”) today announced that at
a special meeting of ETP unitholders held earlier today, the
unitholders voted to adopt the Agreement and Plan of Merger dated
as of November 20, 2016, as amended (the “Merger Agreement”), by
and among ETP, SXL, their respective general partners, certain
wholly owned subsidiaries of SXL and, solely for certain provisions
therein, Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”), pursuant
to which ETP will become a wholly owned subsidiary of SXL.
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Based on the results, 88% of the units voted at the special
meeting voted in favor of adoption of the Merger Agreement. The
votes in favor of the Merger Agreement constituted more than a
majority of ETP’s units outstanding as of the record date for the
special meeting, and, as a result, the Merger Agreement was
approved and adopted by the ETP unitholders. The merger is expected
to close on April 28, 2017. The combined company will be named
Energy Transfer Partners, L.P. and its common units are expected to
begin trading on the New York Stock Exchange under the “ETP” ticker
symbol on Monday, May 1, 2017.
ETE management has advised ETP that ETE confirms its intention
to continue to support the growth of the combined company in a
manner consistent with ETE’s prior support transactions, thereby
continuing the alignment of the interests of ETE and the combined
company. This support from ETE may include additional incentive
distribution subsidies or other actions that have the effect of
reducing the cost of capital for the equity of the combined
company. This support may also include the purchase of equity of
the combined company by ETE to help fund growth capital projects of
the combined company.
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.
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.
Cautionary Statement Regarding Forward-Looking
Statements
This press 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.
SXL and ETP 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, 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 SXL
and ETP with the Securities and Exchange Commission (the “SEC”),
which are available to the public. SXL and ETP undertake no
obligation to update publicly or to revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
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 SXL or ETP with the SEC, may be obtained free of charge at
the SEC’s website, at www.sec.gov. In addition, investors and
security holders can obtain free copies of the registration
statement and the proxy statement/prospectus by phone, e-mail or
written request by contacting the investor relations department of
SXL or ETP at the following:
Sunoco Logistics
Partners L.P.
3807 West Chester Pike
Newtown Square, PA 19073
Attention: Investor Relations
Phone: (866) 248-4344
Energy Transfer
Partners, L.P.
8111 Westchester Drive, Suite 600
Dallas, TX 75225
Attention: Investor Relations
Phone: 214-981-0795
Participants in the Solicitation
SXL, ETP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in
connection with the proposed merger. Information regarding the
directors and executive officers of SXL is contained in SXL’s Form
10-K for the year ended December 31, 2016, which was filed
with the SEC on February 24, 2017. Information regarding the
directors and executive officers of ETP is contained in ETP’s Form
10-K for the year ended December 31, 2016, which was filed
with the SEC on February 24, 2017. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed merger is included in the
proxy statement/prospectus.
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version on businesswire.com: http://www.businesswire.com/news/home/20170426006325/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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