In addition, each of the issued and outstanding Class K Units,
Class L Units, Class M Units and Class N Units (the “Hook Units”), each representing
a limited partner interest in ETO and all of which are held by ETP
Holdco Corporation, a Delaware corporation and wholly owned
subsidiary of ETO, will convert into the right to receive, in the
aggregate, 675,625,000 newly created Class B Units representing
limited partner interests in ET (the “Class B Units” and, together
with the ET Series A Preferred Units, the ET Series B Preferred
Units, the ET Series C Preferred Units, the ET Series D Preferred
Units, the ET Series E Preferred Units, the ET Series F Preferred
Units and the ET Series G Preferred Units, the “New ET Units”).
The common units representing limited partner interests in ETO, all
of which are held by ET, will be unaffected by the Merger and
remain outstanding. The general partner interest in ETO, will be
unaffected by the Merger and remain outstanding.
The completion of the Merger is subject to the satisfaction or
waiver of customary closing conditions.
Pursuant to the terms of the Merger Agreement, ET has agreed to
amend its Third Amended and Restated Agreement of Limited
Partnership, dated as of February 8, 2006, as amended, at the
closing of the Merger in order to provide for the issuance of the
New ET Units.
The Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated by reference.
Unregistered Sales of Equity Securities.
The description of the issuance of New ET Units in connection with
the closing of the Merger described under Item 1.01 above is
incorporated into this Item 3.02. The Class B Units will be
issued to the holder of the Hook Units in a private offering
pursuant to the exemption from registration in Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation
D promulgated thereunder. The Class B Units will not be registered
under the Securities Act and may not be offered or sold in the
United States absent registration with the Securities and Exchange
Commission (the “SEC”) or an applicable exemption
from the registration requirements.
Cautionary Statement Regarding Forward-Looking Statements
This report 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. ET
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. These and other risks and
uncertainties are discussed in more detail in filings made by ET
and ETO with the SEC, which are available to the public. ET and ETO
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
In connection with the proposed transaction, ET will file a
registration statement on Form S-4 with the SEC. INVESTORS AND
SECURITY HOLDERS OF ET AND ETO ARE ADVISED TO CAREFULLY READ THE
REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.