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ETP > SEC Filings for ETP > Form 8-K on 12-Aug-2013All Recent SEC Filings

Show all filings for ENERGY TRANSFER PARTNERS, L.P.



Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

As previously announced, on August 7, 2013, Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Equity, L.P. ("ETE") and ETE Common Holdings, LLC, a wholly owned subsidiary of ETE ("ETE Holdings") entered into an Exchange and Redemption Agreement (the "Agreement"). Pursuant to the Agreement, ETP has agreed to redeem and cancel 50,160,000 of its common units representing limited partner interests (the "Redeemed Units") currently owned by ETE Holdings in exchange for the issuance by ETP to ETE Holdings of 50,160,000 limited partner interests in ETP representing a new class of limited partner interests (the "Class H Units") (the "Transaction"). The Class H Units will generally be entitled to (i) allocations of profits, losses and other items from ETP corresponding to 50.05% of the profits, losses and other items allocated to ETP by Sunoco Partners LLC ("SXL GP"), the general partner of Sunoco Logistics Partners, LP ("SXL"), with respect to the incentive distribution rights and general partner interest in SXL held by SXL GP, (ii) distributions from ETP for each quarter equal to 50.05% of the cash distributed to ETP by SXL GP with respect to the incentive distribution rights and general partner interest in SXL held by SXL GP for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters and (iii) incremental cash distributions in the aggregate amount of $329,000,000, subject to adjustment, to be payable by ETP to ETE Holdings over 15 quarters, commencing with the quarter ending September 30, 2013 and ending with the quarter ending March 31, 2017.

The Class H Units will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(a)(2) thereof. The Transaction is subject to certain customary closing conditions.

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