Energy Transfer Equity, Southern Union announce completion of merger

Energy Transfer Equity, L.P. (NYSE: ETE) and Southern Union Co. (NYSE: SUG) on March 26 announced the successful completion of the previously announced merger of Southern Union with and into Sigma Acquisition Corp., a wholly owned subsidiary of ETE. Southern Union is the surviving entity in the merger and will continue to operate as a wholly-owned subsidiary of ETE.

Under the terms of the merger agreement, Southern Union stockholders were able to elect to exchange each outstanding share of Southern Union common stock for $44.25 of cash or 1.00x ETE common unit, with no more than 60 percent of the aggregate merger consideration payable in cash and no more than 50 percent of the merger consideration payable in ETE common units. Based on the final results of the merger consideration elections, holders of approximately 54 percent of outstanding Southern Union shares, or 67,985,929 shares, will receive cash, while holders of approximately 46 percent of outstanding Southern Union shares, or 56,981,860 shares, will receive ETE common units.

Effective with the closing of the market on March 26, Southern Union ceased to be a publicly traded company and its common stock stopped trading on the NYSE.

In connection with the closing of the merger of Southern Union and ETE, Energy Transfer Partners, L.P. (NYSE: ETP) announced that it has successfully completed the previously announced merger of a wholly owned ETP subsidiary with and into Southern Union subsidiary CrossCountry Energy, LLC, which owns an indirect 50 percent interest in Citrus Corp., the owner of the Florida Gas Transmission pipeline system. After the merger, CrossCountry Energy will remain as the surviving entity and will be a wholly owned subsidiary of ETP.

The total merger consideration is approximately $2.0 billion (comprised of $1.895 billion in cash and approximately 2.25 million ETP common units).

Energy Transfer announce results of Southern Union merger elections

Energy Transfer Equity (NYSE: ETE) and Southern Union Co. (NYSE: SUG) on March 20 announced preliminary results of the elections made by Southern Union stockholders regarding their preferences as to the form of merger consideration they will receive in connection with Southern Union’s pending merger with ETE, which is currently expected to be completed on or about March 26, 2012.

Under the terms of the Second Amended and Restated Agreement and Plan of Merger, dated July 19, 2011, as amended, among Southern Union, ETE and Sigma Acquisition Corp., a wholly-owned subsidiary of ETE, Southern Union stockholders could elect to exchange each outstanding share of Southern Union common stock for $44.25 of cash or 1.00x ETE common unit, with no more than 60 percent of the aggregate merger consideration payable in cash and no more than 50 percent of the aggregate merger consideration payable in ETE common units. Elections in excess of either the cash or common unit limits will be subject to proration.

Based on available information as of the election deadline on March 19, 2012, the preliminary merger consideration election results were as follows:

* Holders of approximately 55 percent of outstanding Southern Union shares, or 68,644,424 Southern Union shares, elected to receive cash. This includes 15,522,372 shares subject to guaranteed delivery procedures.

* Holders of approximately 45 percent of outstanding Southern Union shares, or 56,212,227 Southern Union shares, will receive ETE common units. This amount is comprised of 38,973,314 Southern Union shares for which holders elected to receive ETE common units (which includes 4,350,144 shares subject to guaranteed delivery procedures), and 17,238,913 Southern Union shares for which holders either did not make an election or did not deliver a valid election form prior to the election deadline and, therefore, will be deemed to have elected to receive ETE common units.

Elections made pursuant to the notice of guaranteed delivery procedure require the delivery of Southern Union shares to Computershare Trust Company, N.A., the exchange agent for the merger, by March 22, 2012. If the exchange agent does not receive the required stock certificates or book-entry transfer of shares by the guaranteed delivery deadline, the Southern Union shares subject to such elections will be treated as shares deemed to have made an election for ETE common units.

After the final results of the merger consideration election process are determined, the final allocation of the merger consideration will be calculated in accordance with the terms of the Merger Agreement.

Southern Union shareholders approve merger with Energy Transfer

DALLAS, Texas. - Southern Union Co. shareholders on Dec. 9 overwhelmingly approved a $9.4 billion merger with Energy Transfer Equity LP, ending Tulsa-based Williams Cos. Inc.'s chance of gaining reconsideration for its lower bid to buy the Houston-based pipeline company.

Williams, however, still has a shot at buying some of Southern Union's pipeline assets after the merger.

"Obviously, Williams has shown interest in the assets in the past," company spokeswoman Julie Gentz said.

"While we can't speculate on any future actions, Williams is always looking at strategic and financially disciplined growth opportunities."

Energy Transfer CEO Kelcy Warren said last month that the Dallas-based ETE would not rule out a later deal with its former bidding rival.

Energy Transfer, Southern Union set merger approval date

Energy Transfer Equity, Southern Union announce Dec. 9 special meeting

Energy Transfer Equity, L.P. (NYSE: ETE) and Southern Union Company (NYSE: SUG) on Oct. 28 announced that Southern Union has begin the distribution of the proxy statement/prospectus for a Dec. 9 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. at the Metropolitan Club in New York. The primary purpose of the meeting is to approve the merger agreement.

Stockholders of Southern Union common stock at the close of business on Oct. 11, whether or not they attend the meeting, are entitled to vote at the 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.

Approval of the merger agreement 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 percent of Southern Union's outstanding shares, have already agreed to vote in favor of the merger agreement and have also agreed to elect to receive ETE common units as consideration in the proposed merger rather than the cash consideration.

The board of directors of Southern Union has unanimously recommended the approval of the merger agreement.

ETE outbids Williams for Southern Union Group

HOUSTON, Texas - Williams Cos. Inc. has been trumped, at least temporarily, by its rival in the bidding war for pipeline firm Southern Union Co.

Energy Transfer Equity LP (NYSE: ETE) has dramatically upped its offer to $8.9 billion in cash and stock, companies announced on July 5.

Houston-based Southern Union and Energy Transfer Equity completed a new merger deal that includes $5.1 billion in cash and ETE common units. The latest deal, worked out through the holiday weekend, bests Tulsa-based Williams' own offer by about $200 million in cash.

"We're aware of the new Energy Transfer offer and we're evaluating our options," Williams spokesman Jeff Pounds said in an emailed response on July 5.

Williams previously offered nearly $4.9 billion in cash to buy Southern Union and entered into a confidentiality and negotiation pact only last week. The Tulsa natural gas firm's unsolicited offer came one week after Energy Transfer Equity made its initial $4.2 billion stock-only bid.