ENERGY TRANSFER EQUITY, L.P. (NYSE:ETE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On March 24, 2017, Energy Transfer Equity, L.P. (the Partnership)
entered into a Credit Agreement (the Revolver Credit Agreement)
with Credit Suisse AG, Cayman Islands Branch as administrative
agent and the other lenders party thereto (the Revolver Lenders).
The Revolver Credit Agreement has a scheduled maturity date of
March 24, 2022 and includes an option for the Partnership to
extend the term, in each case subject to the terms and conditions
set forth therein.
entered into a Credit Agreement (the Revolver Credit Agreement)
with Credit Suisse AG, Cayman Islands Branch as administrative
agent and the other lenders party thereto (the Revolver Lenders).
The Revolver Credit Agreement has a scheduled maturity date of
March 24, 2022 and includes an option for the Partnership to
extend the term, in each case subject to the terms and conditions
set forth therein.
As previously reported by Energy Transfer Partners, L.P. (ETP),
ETP, the general partner of ETP (ETP GP), Sunoco Logistics
Partners L.P. (SXL), Sunoco Partners LLC (SXL GP), and, solely
for purposes of certain provisions therein, the Partnership have
entered into that certain Agreement and Plan of Merger, dated as
of November 20, 2016 (as amended by that certain Amendment No. 1
to the Agreement and Plan of Merger dated as of December 16, 2016
and as further amended or otherwise modified from time to time,
Merger Agreement), to which the parties agreed that, upon the
terms and subject to the conditions set forth in the Merger
Agreement, (i) SXL GP will be merged with and into ETP GP (the GP
Merger), with ETP GP surviving the GP Merger as an indirect
wholly owned subsidiary of ETE, and (ii) SXL Merger Sub LP will
be merged with and into ETP (the MLP Merger and, together with
the GP Merger, the SXL Transaction), with ETP surviving the MLP
Merger as a wholly owned subsidiary of SXL. For more information
on the SXL Transaction, please read ETPs Current Report on Form
8-K filed on November 21, 2016 and ETPs Current Report on Form
8-K filed on December 21, 2016.
ETP, the general partner of ETP (ETP GP), Sunoco Logistics
Partners L.P. (SXL), Sunoco Partners LLC (SXL GP), and, solely
for purposes of certain provisions therein, the Partnership have
entered into that certain Agreement and Plan of Merger, dated as
of November 20, 2016 (as amended by that certain Amendment No. 1
to the Agreement and Plan of Merger dated as of December 16, 2016
and as further amended or otherwise modified from time to time,
Merger Agreement), to which the parties agreed that, upon the
terms and subject to the conditions set forth in the Merger
Agreement, (i) SXL GP will be merged with and into ETP GP (the GP
Merger), with ETP GP surviving the GP Merger as an indirect
wholly owned subsidiary of ETE, and (ii) SXL Merger Sub LP will
be merged with and into ETP (the MLP Merger and, together with
the GP Merger, the SXL Transaction), with ETP surviving the MLP
Merger as a wholly owned subsidiary of SXL. For more information
on the SXL Transaction, please read ETPs Current Report on Form
8-K filed on November 21, 2016 and ETPs Current Report on Form
8-K filed on December 21, 2016.
to the Revolver Credit Agreement, the Revolver Lenders have
committed to provide advances up to an aggregate principal amount
of $1,500,000,000 at any one time outstanding, and the
Partnership has the option to request increases in the aggregate
commitments by up to $500,000,000 in additional commitments. For
any such increase, the Partnership may ask one or more Revolver
Lenders to increase their existing commitments and/or invite
additional eligible lenders to become Revolver Lenders under the
Revolver Credit Agreement. As part of the aggregate commitments
under the facility, the Revolver Credit Agreement provides for
letters of credit to be issued at the request of the Partnership
in an aggregate amount not to exceed a $150,000,000 sublimit.
committed to provide advances up to an aggregate principal amount
of $1,500,000,000 at any one time outstanding, and the
Partnership has the option to request increases in the aggregate
commitments by up to $500,000,000 in additional commitments. For
any such increase, the Partnership may ask one or more Revolver
Lenders to increase their existing commitments and/or invite
additional eligible lenders to become Revolver Lenders under the
Revolver Credit Agreement. As part of the aggregate commitments
under the facility, the Revolver Credit Agreement provides for
letters of credit to be issued at the request of the Partnership
in an aggregate amount not to exceed a $150,000,000 sublimit.
Under the Revolver Credit Agreement, the obligations of the
Partnership are secured by a lien on substantially all of the
Partnerships and certain of its subsidiaries tangible and
intangible assets including (i) approximately 18.4 million common
units representing limited partner interests in ETP and
approximately 81.0 million Class H units of ETP owned by the
Partnership; and (ii) the Partnerships 50% equity interest in
Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP,
L.P., through which the Partnership indirectly holds all of the
outstanding general partnership interests and IDRs in,
immediately prior to the consummation of the MLP Merger, ETP and,
immediately after the consummation of the MLP Merger, SXL. The
Revolver Credit Agreement initially will not be guaranteed by any
of the Partnerships subsidiaries.
Partnership are secured by a lien on substantially all of the
Partnerships and certain of its subsidiaries tangible and
intangible assets including (i) approximately 18.4 million common
units representing limited partner interests in ETP and
approximately 81.0 million Class H units of ETP owned by the
Partnership; and (ii) the Partnerships 50% equity interest in
Energy Transfer Partners, L.L.C. and Energy Transfer Partners GP,
L.P., through which the Partnership indirectly holds all of the
outstanding general partnership interests and IDRs in,
immediately prior to the consummation of the MLP Merger, ETP and,
immediately after the consummation of the MLP Merger, SXL. The
Revolver Credit Agreement initially will not be guaranteed by any
of the Partnerships subsidiaries.
Interest accrues on advances at a LIBOR rate or a base rate,
based on the election of the Partnership for each interest
period, plus an applicable margin. The issuing fees for letters
of credit are also based on an applicable margin. The applicable
margin used in connection with interest rates and fees is based
on the then applicable leverage ratio of the Partnership. The
applicable margin for LIBOR rate loans and letter of credit fees
ranges from 1.75% to 2.50% and the applicable margin for base
rate loans ranges from 0.75% to 1.50%. The Partnership will also
pay a commitment fee based on the Partnerships leverage ratio on
the actual daily unused amount of the aggregate commitments. The
Partnership borrowed approximately $869,220,000 at the closing of
the Revolver Credit Agreement. Proceeds of the borrowings under
the Revolver Credit Agreement were used to refinance amounts
outstanding under the Partnerships Credit Agreement, dated as of
December 2, 2013 among the Partnership, the lenders party thereto
from time to time and Credit Suisse AG, as administrative agent
(the Existing Revolver Credit Agreement) and may be used for
working capital, capital expenditures and other lawful
partnership purposes (including restricted payments and payment
of the purchase price and related expenses of permitted
acquisitions).
based on the election of the Partnership for each interest
period, plus an applicable margin. The issuing fees for letters
of credit are also based on an applicable margin. The applicable
margin used in connection with interest rates and fees is based
on the then applicable leverage ratio of the Partnership. The
applicable margin for LIBOR rate loans and letter of credit fees
ranges from 1.75% to 2.50% and the applicable margin for base
rate loans ranges from 0.75% to 1.50%. The Partnership will also
pay a commitment fee based on the Partnerships leverage ratio on
the actual daily unused amount of the aggregate commitments. The
Partnership borrowed approximately $869,220,000 at the closing of
the Revolver Credit Agreement. Proceeds of the borrowings under
the Revolver Credit Agreement were used to refinance amounts
outstanding under the Partnerships Credit Agreement, dated as of
December 2, 2013 among the Partnership, the lenders party thereto
from time to time and Credit Suisse AG, as administrative agent
(the Existing Revolver Credit Agreement) and may be used for
working capital, capital expenditures and other lawful
partnership purposes (including restricted payments and payment
of the purchase price and related expenses of permitted
acquisitions).
The Revolver Credit Agreement contains customary representations,
warranties, covenants and events of default, including a change
of control event of default and limitations on incurrence of
liens, new lines of business, mergers, transactions with
affiliates and restrictive agreements. The Revolver Credit
Agreement also includes covenants limiting, as of the last day of
each fiscal quarter, the ratio of the Consolidated Funded Debt
(as defined in the Revolver Credit Agreement) of the Partnership
to the Consolidated EBITDA (as defined in the Revolver Credit
Agreement) of the Partnership, measured for the preceding twelve
months, to not more than 6.00 to 1.00. This requirement is
subject to a provision for increases to 7.00 to 1.00 in
connection with certain future acquisitions. In addition, the
Revolver Credit Agreement includes a covenant requiring, as of
the last day of each quarter, the ratio of Consolidated EBITDA of
the Partnership to consolidated interest expense of the
Partnership, measured for the preceding twelve months, to be not
less than 1.50 to 1.00. During the continuance of an event of
default, the Revolver Lenders may take a number of actions,
including declaring the entire amount then outstanding under the
Revolver Credit Agreement due and payable.
warranties, covenants and events of default, including a change
of control event of default and limitations on incurrence of
liens, new lines of business, mergers, transactions with
affiliates and restrictive agreements. The Revolver Credit
Agreement also includes covenants limiting, as of the last day of
each fiscal quarter, the ratio of the Consolidated Funded Debt
(as defined in the Revolver Credit Agreement) of the Partnership
to the Consolidated EBITDA (as defined in the Revolver Credit
Agreement) of the Partnership, measured for the preceding twelve
months, to not more than 6.00 to 1.00. This requirement is
subject to a provision for increases to 7.00 to 1.00 in
connection with certain future acquisitions. In addition, the
Revolver Credit Agreement includes a covenant requiring, as of
the last day of each quarter, the ratio of Consolidated EBITDA of
the Partnership to consolidated interest expense of the
Partnership, measured for the preceding twelve months, to be not
less than 1.50 to 1.00. During the continuance of an event of
default, the Revolver Lenders may take a number of actions,
including declaring the entire amount then outstanding under the
Revolver Credit Agreement due and payable.
The foregoing description of the Revolver Credit Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Revolver Credit Agreement,
which is filed as Exhibit 10.1 hereto and incorporated by
reference herein.
not purport to be complete and is qualified in its entirety by
reference to the full text of the Revolver Credit Agreement,
which is filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Item 1.02. Termination of a Material Definitive Agreement
On March 24, 2017, and in connection with entry into the Revolver
Credit Agreement, the Partnership terminated the Existing
Revolver Credit Agreement.
Credit Agreement, the Partnership terminated the Existing
Revolver Credit Agreement.
The information provided in Item 1.01 is incorporated by
reference into this Item 1.02.
reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under Off-Balance Sheet Arrangements of a Registrant
Obligation under Off-Balance Sheet Arrangements of a Registrant
The information provided in Item 1.01 is incorporated by
reference into this Item 2.03.
reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number
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Description
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10.1
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Credit Agreement, dated March 24, 2017 among Energy
Transfer Equity, L.P., Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto. |
About ENERGY TRANSFER EQUITY, L.P. (NYSE:ETE)
Energy Transfer Equity, L.P. (ETE) owns equity interests in Energy Transfer Partners, L.P. (ETP) and Sunoco LP, which are engaged in diversified energy-related services. The Company’s segments include Investment in ETP, including the consolidated operations of ETP; Investment in Sunoco LP, including the consolidated operations of Sunoco LP; Investment in Lake Charles LNG, including the operations of Lake Charles LNG, and Corporate and Other. Its Investment in ETP segment includes the ETP’s operations, which include intrastate transportation and storage operations; interstate transportation and storage operations; midstream operations; liquids transportation and services operations; ETP’s Investment in Sunoco Logistics; Retail Marketing operations, and ETP’s other operations and Investments. The Investment in Sunoco LP segment includes wholesale operations and retail operations. Lake Charles LNG owns a LNG import terminal and regasification facility located on Louisiana’s Gulf Coast. ENERGY TRANSFER EQUITY, L.P. (NYSE:ETE) Recent Trading Information
ENERGY TRANSFER EQUITY, L.P. (NYSE:ETE) closed its last trading session up +0.06 at 19.38 with 4,490,470 shares trading hands.
