ENERGY TRANSFER EQUITY, L.P. AND SOUTHERN UNION COMPANY ANNOUNCE THE COMMENCEMENT OF DISTRIBUTION OF THE PROXY STATEMENT/PROSPECTUS AND A DECEMBER 9, 2011 SPECIAL MEETING OF SOUTHERN UNION STOCKHOLDERS
DALLAS and HOUSTON, TEXAS - October 28, 2011 - Energy Transfer Equity, L.P. (NYSE:ETE) and Southern Union Company (NYSE:SUG) today announced that Southern Union has commenced the distribution of the proxy statement/prospectus for the special meeting of Southern Union stockholders associated with ETE's proposed acquisition of Southern Union.
The special meeting of Southern Union stockholders will be held at 11:00 a.m. Eastern Time on Friday, December 9, 2011 at the Metropolitan Club, One East 60th Street, New York, New York, 10022. The primary purpose of the meeting is to consider and take action on a proposal to approve the merger agreement and the transactions contemplated thereby.
Stockholders of record of shares of Southern Union common stock at the close of business on October 11, 2011, whether or not they attend the meeting, are entitled and urged to vote at this special meeting. If a stockholder cannot attend the meeting, they should still vote their shares by completing, signing, dating and returning the proxy card; using the toll-free telephone number shown on the proxy card; or using the internet website shown on the proxy card. Stockholders that hold Southern Union common stock through a bank or broker should follow the voting instructions provided by their bank or broker.
Approval of the merger agreement and the transactions contemplated thereby requires a simple majority of the outstanding shares of Southern Union common stock entitled to vote at the special meeting. Certain stockholders of Southern Union, who directly or indirectly own approximately 13.4% of Southern Union's outstanding shares, have already agreed to vote in favor of the merger agreement and the transactions contemplated thereby (unless there is a change in the recommendation of the board of directors of Southern Union) and have also agreed to elect to receive ETE common units as consideration in the proposed merger rather than the cash consideration as described below. The board of directors of Southern Union has unanimously recommended the approval of the merger agreement and the transactions contemplated thereby.
Southern Union stockholders who have questions about the merger or other matters to be voted on at the special meeting, or would like additional copies of the proxy statement/prospectus or additional proxy cards, may contact Southern Union's proxy solicitor at the address and telephone number listed below.
Innisfree M&A Incorporated
Stockholders may call toll-free at (877) 825-8906.
Banks and brokers may call collect at (212) 750-5833.
Terms and Benefits of the Transaction
Under the merger agreement, Southern Union stockholders may
elect to receive, for each outstanding Southern Union share
they hold and subject to the limits described below, either
$44.25 in cash or 1.00 ETE common unit (and cash in lieu of
fractional ETE common units). The cash consideration of
$44.25 per Southern Union share represents a 56.6% premium
over the closing price of Southern Union common stock as of
June 15, 2011, the last trading day before the public
announcement of ETE's initial proposal to acquire the shares
of Southern Union common stock, and a 53.1% premium to the
30-day average closing price of Southern Union common stock
prior to such public announcement.
The election is subject to the following limits:
• The aggregate cash consideration will be capped at 60% of
the aggregate merger consideration. Thus, if holders of more
than 60% of the outstanding Southern Union shares make a cash
election, the amount of cash per outstanding Southern Union
share to be received by holders making a cash election will
be reduced (pro rata across all outstanding Southern Union
shares subject to a cash election), so that no more than 60%
of the aggregate merger consideration is payable in cash and
the remainder of the consideration in respect of outstanding
Southern Union shares subject to a cash election will be
payable in ETE common units at an exchange ratio of 1.00 ETE
common unit per outstanding Southern Union share (and cash in
lieu of fractional ETE common units).
• The aggregate ETE common unit consideration will be capped
at 50% of the aggregate merger consideration. Thus, if
holders of more than 50% of the outstanding Southern Union
shares make or are deemed to have made an equity election,
the number of ETE common units per outstanding Southern Union
share to be received by holders making an equity election
will be reduced (pro rata across all outstanding Southern
Union shares subject to an equity election), so that no more
than 50% of the aggregate merger consideration is payable in
ETE common units and the remainder of the consideration in
respect of outstanding Southern Union shares subject to an
equity election will be payable in cash at $44.25 per
outstanding Southern Union share.
Based on ETE's current annualized cash distribution rate of
$2.50 per ETE common unit, a Southern Union stockholder
receiving ETE common units would initially receive
approximately 317% more in quarterly cash distributions on an
annualized basis after giving effect to the merger.
Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded
partnership, which owns the general partner and 100 percent
of the incentive distribution rights (IDRs) of Energy
Transfer Partners, L.P. (NYSE:ETP) and approximately 50.2
million ETP limited partner units; and owns the general
partner and 100 percent of the IDRs of Regency Energy
Partners LP (NYSE:RGP) and approximately 26.3 million RGP
limited partner units. For more information, visit the Energy
Transfer Equity, L.P. web site at www.energytransfer.com.
Southern Union Company (NYSE:SUG), headquartered in Houston,
is one of the nation's leading diversified natural gas
companies, engaged primarily in the transportation, storage,
gathering, processing and distribution of natural gas. The
company owns and operates one of the nation's largest natural
gas pipeline systems with more than 20,000 miles of gathering
and transportation pipelines and one of North America's
largest liquefied natural gas import terminals, along with
serving more than half a million natural gas end-user
customers in Missouri and Massachusetts. For further
information, visit www.sug.com.
Forward-Looking Statements
This press release may include certain statements concerning
expectations for the future, including statements regarding
the anticipated benefits and other aspects of the proposed
transaction described above, that are forward-looking
statements as defined by federal law. Such forward-looking
statements are subject to a variety of known and unknown
risks, uncertainties, and other factors that are difficult to
predict and many of which are beyond the control of the
management teams of ETE or SUG. Among those is the risk that
conditions to closing the transaction are not met or that the
anticipated benefits from the proposed transaction cannot be
fully realized. An extensive list of factors that can affect
future results are discussed in the reports filed with the
Securities and Exchange Commission (the "SEC") by ETE and
SUG. Neither ETE nor SUG undertakes any obligation to update
or revise any forward-looking statement to reflect new
information or events.
Additional Information
In connection with the transaction, ETE and SUG have filed a
proxy statement / prospectus and other documents with the
SEC. Investors and security holders are urged to carefully
read the definitive proxy statement/prospectus filed with the
SEC because it contains important information regarding ETE,
SUG and the transaction.
A definitive proxy statement/prospectus has been sent to
stockholders of SUG seeking their approval of the
transaction. Investors and security holders may obtain a free
copy of the definitive proxy statement/prospectus and other
documents filed by ETE and SUG with the SEC at the SEC's
website, www.sec.gov. The definitive proxy
statement/prospectus and such other documents relating to ETE
may also be obtained free of charge by directing a request to
Energy Transfer Equity, L.P., Attn: Investor Relations, 3738
Oak Lawn Avenue, Dallas, Texas 75219, or from ETE's website,
www.energytransfer.com. The definitive proxy
statement/prospectus and such other documents relating to SUG
may also be obtained free of charge by directing a request to
Southern Union Company, Attn: Investor Relations, 5051
Westheimer Road, Houston, Texas 77056, or from SUG's website,
www.sug.com.
ETE, SUG and their respective directors and executive
officers may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies in connection
with the proposed transaction. Information concerning the
interests of the persons who may be "participants" in the
solicitation will be set forth in the definitive proxy
statement/prospectus when it becomes available.
The information contained in this press release is available
on the ETE web site at www.energytransfer.com.
Energy Transfer Equity
Investors:
Energy Transfer Equity
Brent Ratliff
(214) 981-0700
MacKenzie Partners
Dan Burch / Lawrence Dennedy
(212) 929-5748 / (212) 929-5239
Media:
Brunswick Group
Steve Lipin / Mark Palmer
(212) 333-3810 / (214) 459-8181
Granado Communications Group
Vicki Granado
(214) 599-8785
Southern Union Company
Investors:
Richard N. Marshall
(713) 989-2000
Media:
John P. Barnett
(713) 989-7556