Showing posts with label pipeline mergers. Show all posts
Showing posts with label pipeline mergers. Show all posts

Friday, March 23, 2012

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.

Friday, November 11, 2011

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.


Monday, November 29, 2010

Merger of Enterprise GP Holdings, Enterprise Products Partners OK’d


HOUSTON - Enterprise GP Holdings L.P. (NYSE: EPE) and Enterprise Products Partners L.P. (NYSE: EPD) on Nov. 22 announced that EPE unit holders have approved the merger of EPE with a subsidiary of EPD. Over 99 percent of the EPE units that voted were cast in favor of the merger, representing approximately 85 percent of EPE's total outstanding units as of the record date.

The merger was completed on Nov. 22, resulting in EPE unit holders being entitled to receive 1.50 EPD common units for each EPE unit they own. Cash will be paid to EPE unit holders in accordance with the merger agreement in lieu of any fractional units they otherwise would have been entitled to receive.

As a result of the merger completion, units of EPE ceased trading at the close of business on Nov. 22.

EPD common units continue to be traded on the New York Stock Exchange. (Source: Business Wire, Nov. 22, 2010)