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| ETE > SEC Filings for ETE > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Entry into a Material Definitive Agreement, Regulation FD Disclosure
On December 17, 2012, Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Equity, L.P. ("ETE", and together with ETP, the "Partnerships") and The Laclede Group, Inc. (NYSE: LG) announced that Southern Union Company, an affiliate of the Partnerships ("Southern Union"), has entered into definitive purchase and sale agreements dated December 14, 2012 (collectively, the "Purchase and Sale Agreements") with each of Plaza Missouri Acquisition, Inc. ("Laclede Missouri") and Plaza Massachusetts Acquisition, Inc. ("Laclede Massachusetts"), both of which are subsidiaries of Laclede Gas Company, Inc. (together, the "Laclede Entities"), pursuant to which Laclede Missouri has agreed to acquire the assets of Southern Union's Missouri Gas Energy division, and Laclede Massachusetts has agreed to acquire the assets of Southern Union's New England Gas Company division. The Laclede Group, Inc. is also a party to both of the Purchase and Sale Agreements for the limited purpose of guaranteeing the payment and performance of its subsidiaries under the Purchase and Sale Agreements as set forth therein. Total consideration for the acquisitions, which have been approved by the applicable Boards of Directors of all parties, will be $1.035 billion, subject to customary closing adjustments, less the assumption of approximately $19 million of debt.
The Purchase and Sale Agreements contain customary representations, warranties and agreements by Southern Union and the Laclede Entities, and customary conditions to closing including, in the case of the Missouri Gas Energy division, the approval of the Missouri Public Service Commission, and in the case of the New England Gas Company division, the approval of the Massachusetts Department of Public Utilities, and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. The agreements also contain indemnification obligations of Southern Union and the Laclede Entities, and other obligations of the parties and termination provisions. The summary of the Purchase and Sale Agreements in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreements, which are filed as Exhibits 10.1 and 10.2 hereto, and are incorporated herein by reference.
It is expected that the transactions contemplated by the Purchase and Sale Agreements will close by the end of the third quarter of 2013.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Forward Looking Statements
This Current Report on Form 8-K may include certain statements concerning
expectations for the future, including statements regarding the anticipated
benefits and other aspects of the transactions 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
management's control, including the risk that the transaction described above
may not be consummated or that the anticipated benefits from the transactions
cannot be fully realized. An extensive list of factors that can affect future
results are discussed in ETE's Annual Report on Form 10-K for the year ended
December 31, 2011 and other documents filed by ETE from time to time with the
Securities and Exchange Commission. ETE undertakes no obligation to update or
revise any forward-looking statement to reflect new information or events.
(d) Exhibits.
Exhibit
Number Description of the Exhibit
10.1 Purchase and Sale Agreement dated as of December 14, 2012 among
Southern Union Company, Plaza Missouri Acquisition, Inc. and for
certain limited purposes The Laclede Group, Inc.
10.2 Purchase and Sale Agreement dated as of December 14, 2012 among
Southern Union Company, Plaza Massachusetts Acquisition, Inc. and for
certain limited purposes, The Laclede Group, Inc.
99.1 Press release, dated December 17, 2012, announcing the entry into the
Purchase and Sale Agreements.
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