Sunoco Logistics and Energy Transfer Partners Announce Form S-4 Registration Statement Declared Effective by SEC
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:
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