Energy Transfer Partners LP (NYSE: ETP) and Energy Transfer Equity LP (NYSE: ETE) have reported that the conflicts committees and the boards of directors of ETP and ETE have approved the final terms of the previously announced transaction involving the Bakken pipeline project and Sunoco Logistics Partners LP (NYSE: SXL) general partner interest (GP) and incentive distribution rights (IDR) exchange.
In the transaction, ETP will receive for redemption the 30.8 million ETP common units currently owned by ETE, ETE’s 45% interest in the Bakken Pipeline, and $879 million in cash, plus reimbursement for development expenses related to the Bakken Pipeline, in exchange for an additional 40% interest in the SXL GP/IDRs represented by additional Class H units to be issued by ETP. In addition, ETP and ETE have agreed to reduce existing IDR subsidies from ETE to ETP by $55 million in 2015 and $30 million in 2016.
The transaction is expected to close in February 2015 after the record date for fourth-quarter distributions on both the SXL GP interest and IDRs and ETP common units, but will be effective as of Jan. 1, 2015.
Barclays Capital Inc. acted as financial advisor to the ETP conflicts committee. Vinson & Elkins LLP acted as legal advisor to ETP, and Richards Layton & Finger PA acted as legal advisor to the ETP conflicts committee.
Goldman, Sachs & Co. acted as financial advisor to the ETE conflicts committee. Latham & Watkins LLP acted as legal advisor to ETE, and Potter Anderson & Corroon LLP acted as legal advisor to the ETE conflicts committee.