Energy Transfer Partners, L.P. (NYSE:ETP) and Sunoco, Inc. (NYSE:SUN) today announced the preliminary results of the elections made by Sunoco shareholders regarding the form of merger consideration to be received in connection with ETP’s pending acquisition of Sunoco, which is currently expected to be completed on October 5, 2012.
As previously announced, under the terms of the merger agreement, Sunoco shareholders were able to receive, for each Sunoco common share they owned, a combination of $25.00 in cash and 0.5245 of an ETP common unit (the “Standard Mix of Consideration”). In lieu of receiving the Standard Mix of Consideration, Sunoco shareholders, for each Sunoco common share they owned, could make an election to receive $50.00 in cash (the “Cash Consideration”) or 1.0490 ETP common units (the “Unit Consideration”), with such Cash Consideration and Unit Consideration subject to proration in accordance with the merger agreement.
Based on available information as of the election deadline of 5:00 p.m., New York time, on October 1, 2012, the preliminary election results were as follows:
- holders of approximately 2,733,842 Sunoco shares, or approximately 2.61% of the outstanding Sunoco shares, elected to receive the Standard Mix of Consideration (which includes 538,007 shares of common stock subject to guaranteed delivery procedures);
- holders of approximately 77,474,401 Sunoco shares, or approximately 73.92% of the outstanding Sunoco shares, elected to receive the Cash Consideration (which includes approximately 16,851,529 shares of common stock subject to guaranteed delivery procedures);
- holders of approximately 4,451,739 Sunoco shares, or approximately 4.25% of the outstanding Sunoco shares, elected to receive the Unit Consideration (which includes approximately 17,866 shares of common stock subject to guaranteed delivery procedures); and
- holders of approximately 20,147,879 Sunoco shares, or approximately 19.22% of the outstanding Sunoco shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and, therefore are deemed to have elected the Standard Mix of Consideration.
Because the Cash Consideration is oversubscribed, holders of Sunoco shares electing to receive the Cash Consideration will receive a combination of cash and ETP common units as set forth in the merger agreement.
No fractional ETP common units will be issued, and Sunoco shareholders will receive cash in lieu of fractional common units.
Elections made pursuant to the notice of guaranteed delivery procedure require the delivery of shares of Sunoco common stock to Computershare Trust Company, N.A., the exchange agent for the merger, by 5:00 p.m., New York City time, on October 4, 2012. If the exchange agent does not receive the required stock certificates or book-entry transfer of shares by the guaranteed delivery deadline, the shares of Sunoco common stock subject to such elections will be treated as shares deemed to receive the Standard Mix of Consideration.
After the final results of the election process are determined, the final merger consideration, and the allocation of the merger consideration, will be calculated in accordance with the merger agreement. A press release announcing the final merger consideration will be issued after the final consideration is determined.
About Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Alabama, Arizona, Arkansas, Colorado, Florida, Louisiana, Mississippi, New Mexico, Utah and West Virginia and owns the largest intrastate pipeline system in Texas. ETP currently has natural gas operations that include approximately 24,000 miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP also holds a 70 percent interest in Lone Star NGL, a joint venture that owns and operates NGL storage, fractionation and transportation assets in Texas, Louisiana and Mississippi. ETP’s general partner is owned by Energy Transfer Equity, L.P. For more information, visit the ETP website at www.energytransfer.com.
About Sunoco, Inc. (NYSE:SUN) is a leading logistics and retail company. The company owns the general partner interest of Sunoco Logistics Partners L.P., which consists of a two percent ownership interest and incentive distribution rights, and owns a 32.4 percent interest in the Partnership’s limited partner units. Sunoco Logistics Partners L.P. is an owner and operator of complementary pipeline, terminal and crude oil acquisition and marketing assets. Sunoco also has a network of approximately 4,900 retail locations in 23 states.
IMPORTANT ADDITIONAL INFORMATION IS AVAILABLE WITH THE SEC
In connection with the proposed merger between ETP and Sunoco, ETP has filed with the U.S. Securities and Exchange Commission (the “SEC”), and the SEC declared effective on August 24, 2012, a registration statement on Form S-4 that contains a proxy statement/prospectus. Sunoco filed a definitive proxy statement/prospectus with the SEC on August 29, 2012. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may 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 ETP or Sunoco at the following:
|Energy Transfer Partners, L.P.||Sunoco, Inc.|
|3738 Oak Lawn Ave.||1818 Market Street, Suite 1500|
|Dallas, TX 75219||Philadelphia, PA 19103|
|Attention: Investor Relations||Attention: Investor Relations|
|Phone: (214) 981-0795||Phone: (215) 977-6764|
PARTICIPANTS IN THE SOLICITATION
ETP and Sunoco, and their respective directors, executive officers and affiliates, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description is available in the proxy statement/prospectus.
Statements in this press release regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco management’s future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this press release.
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