UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On April 1, 2021, Energy Transfer LP, a Delaware limited partnership (“ET”), together with its subsidiaries Energy Transfer Operating, L.P., a Delaware limited partnership (“ETO”), Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (“SXL”), and Sunoco Logistics Partners GP LLC, a Delaware limited liability company (“SXL GP”), consummated several internal reorganization transactions, including:
| • | completing the merger (the “Equity Rollup Merger”) of ETO Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ET (“Merger Sub”), with and into ETO, with ETO surviving, pursuant to the previously announced and filed Agreement and Plan of Merger, dated as of March 5, 2021, by and among ET, ETO and Merger Sub the (“Equity Rollup Merger Agreement”), and in connection therewith issuing new preferred units representing limited partner interests in ET with substantially equivalent preferences, rights, powers, duties and obligations as the previously outstanding preferred units in ETO prior to the Equity Rollup Merger; |
| • | causing SXL and SXL GP to merge with and into ETO, with ETO surviving, and immediately thereafter, causing ETO to merge with and into ET, with ET surviving (together, the “Debt Rollup Mergers”), in each case pursuant to agreements and plans of merger entered into as of April 1, 2021. |
| Item 1.01. | Entry into a Material Definitive Agreement. |
ETO Merger Agreement with SXL and SXL GP
On April 1, 2021, in connection with the Debt Rollup Mergers, ETO, SXL and SXL GP entered into an Agreement and Plan of Merger (the “SXL/ETO Merger Agreement”), pursuant to which SXL and SXL GP merged with and into ETO, with ETO surviving the merger. The foregoing description of the SXL/ETO Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the SXL/ETO Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
ET and ETO Merger Agreement
On April 1, 2021, in connection with the Debt Rollup Mergers, ETO and ET entered into an Agreement and Plan of Merger (the “ET/ETO Merger Agreement”), pursuant to which ETO merged with and into ET, with ET surviving the merger. The foregoing description of the ET/ETO Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the ET/ETO Merger Agreement, which is attached hereto as Exhibit 2.2, and is incorporated herein by reference.
Supplemental Indentures
On April 1, 2021, in connection with the Debt Rollup Mergers, ET entered into various supplemental indentures pursuant to which ET has agreed to assume all the obligations of SXL and ETO under their respective outstanding senior notes. The foregoing description of the supplemental indentures entered into by ET does not purport to be complete and is qualified in its entirety by reference to each of the supplemental indentures, which are attached hereto as Exhibits 10.1 through 10.7, and are incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On April 1, 2021, ET, ETO and ET Merger Sub completed the Equity Rollup Merger and the Debt Rollup Mergers.
Pursuant to the terms of the Equity Rollup Merger Agreement, at the effective time of the Equity Rollup Merger, each issued and outstanding preferred unit representing a limited partner interest in ETO was converted into the right to receive one newly created preferred unit representing a limited partner interest in ET with substantially equivalent preferences, rights, powers, duties and obligations as the ETO preferred unit for which it was exchanged. Specifically, each issued and outstanding:
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| • | 6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO was converted into the right to receive one newly created 6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series A Preferred Units”); |
| • | 6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO was converted into the right to receive one unit newly created 6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series B Preferred Units”); |
| • | 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO (the “ETO Series C Preferred Units”) was converted into the right to receive one newly created 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series C Preferred Units”); |
| • | 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO (the “ETO Series D Preferred Units”) was converted into the right to receive one newly created 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series D Preferred Units”); |
| • | 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO (the “ETO Series E Preferred Units” and, together with the ETO Series C Preferred Units and the ETO Series D Preferred Units, the “ETO Public Preferred Units”) was converted into the right to receive one newly created 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series E Preferred Units”); |
| • | 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO was converted into the right to receive one newly created 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series F Preferred Units”); and |
| • | 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO was converted into the right to receive one newly created 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET (the “ET Series G Preferred Units”). |
In addition, each of the issued and outstanding Class K Units, Class L Units, Class M Units and Class N Units (the “Hook Units”), each representing a limited partner interest in ETO and all of which were held by ETP Holdco Corporation, a Delaware corporation, was converted into the right to receive, in the aggregate, 675,625,000 newly created Class B Units representing limited partner interests in ET (the “Class B Units” and, together with the ET Series A Preferred Units, the ET Series B Preferred Units, the ET Series C Preferred Units, the ET Series D Preferred Units, the ET Series E Preferred Units, the ET Series F Preferred Units and the ET Series G Preferred Units, the “New ET Units”).
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In connection with the Debt Rollup Mergers, all of the limited partner interests in SXL, limited liability company interests in SXL GP, and common units representing limited partner interests in ETO, all of which are held by ET, were cancelled.
The foregoing description of the Equity Rollup Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Rollup Merger Agreement, which was attached as Exhibit 2.1 to ET’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2021, and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 relating to the supplemental indentures under the heading “Supplemental Indentures” is herein incorporated into this Item 2.03 by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
In connection with the consummation of the Equity Rollup Merger, the New York Stock Exchange (the “NYSE”) was notified that each outstanding ETO Public Preferred Unit was converted pursuant to the Equity Rollup Merger into the right to receive a corresponding New ET Unit, subject to the terms and conditions of the Equity Rollup Merger Agreement. ETO requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the ETO Public Preferred Units. The ETO Public Preferred Units were delisted and removed from trading on the NYSE on March 31, 2021.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The description of the issuance of New ET Units in connection with the closing of the Equity Rollup Merger described under Item 1.01 above is incorporated into this Item 3.02. The Class B Units were issued to the holder of the Hook Units in a private offering pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Class B Units will not be registered under the Securities Act and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year |
On April 1, 2021, in connection with the closing of the Equity Rollup Merger, LE GP, LLC, a Delaware limited liability company and the general partner of ET, as the general partner of ET and on behalf of the limited partners of ET, executed the Amendment No. 8 to the Third Amended and Restated Agreement of Limited Partnership of ET, dated as of February 8, 2006 (as amended, the “Partnership Agreement” and such amendment, the “LPA Amendment”). The LPA Amendment reflects the establishment and issuance of the New ET Units.
The foregoing description of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the LPA Amendment, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY TRANSFER LP | ||||
| By: | LE GP, LLC, its general partner | |||
| Date: April 1, 2021 | By: | /s/ Bradford D. Whitehurst | ||
| Name: | Bradford D. Whitehurst | |||
| Title: | Chief Financial Officer | |||
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