SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders
A special meeting of unitholders (the Special Meeting) of Energy
Transfer Partners, L.P. (ETP) was held on April26, 2017 to
consider and vote on proposals (i)to adopt the Agreement and Plan
of Merger, dated as of November20, 2016, as amended by Amendment
No.1 thereto, dated as of December16, 2016, (the Merger
Agreement) by and among Sunoco Logistics Partners L.P. (SXL),
Sunoco Partners LLC, SXL Acquisition Sub LLC, SXL Acquisition Sub
LP, ETP, Energy Transfer Partners GP, L.P. and, solely for
purposes of certain provisions therein, Energy Transfer Equity,
L.P., and the transactions contemplated thereby, (ii)to approve
the adjournment of the Special Meeting, if necessary to solicit
additional proxies if there are not sufficient votes to adopt the
Merger Agreement at the time of the Special Meeting and (iii)to
approve, on an advisory (non-binding) basis, the payments that
will or may be paid by ETP to its named executive officers in
connection with the merger. The proposals are described in detail
in the proxy statement/prospectus filed with the Securities and
Exchange Commission (SEC) by ETP on March24, 2017.
As of the close of business on February27, 2017, the record date
for the Special Meeting, there were a total of 551,551,441 ETP
common units outstanding, all of which were entitled to vote at
the Special Meeting. At the Special Meeting, holders of
334,414,945 ETP common units were present or represented by
proxy, constituting a quorum. A summary of the voting results for
the proposals is set forth below:
Proposal 1: Adoption of the Merger Agreement
ETP unitholders adopted the Merger Agreement. The following are
the tabulated votes For and Against this proposal, as well as the
number of Abstentions:
|
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|||
|
294,150,864 |
39,016,116 | 1,247,965 |
Proposal 2: Adjournment of the Special Meeting
Because ETP unitholders adopted the Merger Agreement, the vote on
the proposal to approve the adjournment of the Special Meeting,
if necessary to solicit additional proxies if there are not
sufficient votes to adopt the Merger Agreement at the time of the
Special Meeting was not called.
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of
Payments to the Named Executive Officers
ETP unitholders approved on an advisory (non-binding) basis, the
payments that will or may be paid by ETP to its named executive
officers in connection with the merger. The following are the
tabulated votes For and Against this proposal, as well as the
number of Abstentions:
|
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|||
|
283,454,274 |
32,025,470 | 18,935,200 |
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Item8.01 Other Events
On April26, 2017, SXL and ETP issued a joint press release
announcing the results of the Special Meeting and expected
closing date of the merger. A copy of the press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item8.01.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|
ExhibitNumber |
Description |
|
| 99.1 | Press Release dated April 26, 2017 |
Additional Information and Where to Find It
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION
CAREFULLY. These documents, and any other documents filed by SXL
or ETP with the SEC, may be obtained free of charge at the SECs
website, at www.sec.gov. In addition, investors and security
holders can obtain free copies of the registration statement and
the proxy statement/prospectus by phone, e-mail or written
request by contacting the investor relations department of SXL or
ETP at the following:
|
Sunoco Logistics Partners L.P. 3807 West Chester Pike Newtown Square, Pennsylvania 19073 Attention: Investor Relations Phone: 866-248-4344 |
Energy Transfer Partners, L.P. 8111 Westchester Drive, Suite 600 Dallas, Texas 75225 Attention: Investor Relations Phone: 214-981-0795 |
Participants in the Solicitation
SXL, ETP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
in connection with the proposed merger. Information regarding the
directors and executive officers of SXL is contained in SXLs Form
10-K for the year ended December31, 2016, which was filed with
the SEC on February24, 2017. Information regarding the directors
and executive officers of ETP is contained in ETPs Form 10-K for
the year ended December31, 2016, which was filed with the SEC on
February24, 2017. Additional information regarding the interests
of participants in the solicitation of proxies in connection with
the proposed merger is included in the proxy
statement/prospectus.
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About SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL)
Sunoco Logistics Partners L.P. owns and operates a logistics business. The Company is engaged in the transport, terminalling and storage of crude oil, refined products and natural gas liquids (NGLs). The Company’s segments include Crude Oil, Natural Gas Liquids and Refined Products. In addition to logistics services, it also owns acquisition and marketing assets, which are used to facilitate the purchase and sale of crude oil, refined products and NGLs. The Crude Oil segment provides transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. The Natural Gas Liquids segment transports, stores, and executes acquisition and marketing activities. The Refined Products segment provides transportation and terminalling services, using approximately 1,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals. SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) Recent Trading Information
SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) closed its last trading session down -0.06 at 24.27 with 5,928,024 shares trading hands.