Energy Transfer 2012 Annual Report Download - page 14

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of $1.5 billion of intercompany indebtedness owed by AmeriGas to a finance subsidiary that in turn supports the repayment
of $1.5 billion of senior notes issued by this AmeriGas finance subsidiary to finance the cash portion of the purchase price.
• In January 2012, we issued $2.0 billion of senior notes and used the proceeds fund the cash portion of our acquisition of a
50% interest in Citrus (the "Citrus Acquisition").
• On October 5, 2012, ETP completed its merger with Sunoco. Under the terms of the merger agreement, Sunoco shareholders
received a total of approximately 55 million ETP Common Units and approximately $2.6 billion in cash (the "Sunoco merger").
• Immediately following the closing of the Sunoco merger, ETE contributed its interest in Southern Union into Holdco, an ETP-
controlled entity, in exchange for a 60% equity interest in Holdco. In conjunction with ETE's contribution, ETP contributed
its interest in Sunoco to Holdco and retained a 40% equity interest in Holdco. We refer to this as the "Holdco Transaction".
Pursuant to a stockholders agreement between ETE and ETP, ETP controls Holdco. Consequently, ETP consolidates Holdco
(including Sunoco and Southern Union) in its financial statements subsequent to consummation of the Holdco Transaction.
Prior to the contribution of Sunoco to Holdco, Sunoco contributed $2.0 billion of cash and its interests in Sunoco Logistics
to ETP in exchange for 90,706,000 Class F Units representing limited partner interests in ETP ("Class F Units"). The Class
F Units are entitled to 35% of the quarterly cash distribution generated by ETP and its subsidiaries other than Holdco, subject
to a maximum cash distribution of $3.75 per Class F Unit per year, which is the current distribution level.
• In December 2012, we announced that Southern Union, has entered into definitive purchase and sale agreements dated
December 14, 2012 (collectively, the “Purchase and Sale Agreements”) with each of Plaza Missouri Acquisition, Inc. (“Laclede
Missouri”) and Plaza Massachusetts Acquisition, Inc. (“Laclede Massachusetts”), both of which are subsidiaries of Laclede
Gas Company, Inc. (together, the “Laclede Entities”), pursuant to which Laclede Missouri has agreed to acquire the assets of
Southern Union's Missouri Gas Energy division, and Laclede Massachusetts has agreed to acquire the assets of Southern
Union's New England Gas Company division. Total consideration for the acquisitions will be $1.04 billion, subject to customary
closing adjustments, less the assumption of approximately $19 million of debt. On February 11, 2013, the Laclede Entities
announced that it had entered into an agreement with Algonquin Power & Utilities Corp ("APUC") that will allow a subsidiary
of APUC to assume the right of the Laclede Entities to purchase the assets of Southern Union's New England Gas Company
division, subject to certain approvals. It is expected that the transactions contemplated by the Purchase and Sale Agreements
will close by the end of the third quarter of 2013.
• On February 27, 2013, Southern Union entered into a definitive contribution agreement to contribute to Regency all of the
issued and outstanding membership interest in Southern Union Gathering Company, LLC, and its subsidiaries, including
SUGS. The consideration to be paid by Regency in connection with this transaction will consist of (i) the issuance of 31,372,419
Regency common units to Southern Union, (ii) the issuance of 6,274,483 Regency Class F units to Southern Union, (iii) the
distribution of $570 million in cash to Southern Union, and (iv) the payment of $30 million in cash to a subsidiary of ETP.
The Regency Class F units will have the same rights, terms and conditions as the Regency common units, except that Southern
Union will not receive distributions on the Regency Class F units for the first eight consecutive quarters following the closing,
and the Regency Class F units will thereafter automatically convert into Regency common units on a one-for-one basis. Upon
the closing of the transaction, ETE will agree to forego all distributions with respect to its IDRs on the Regency common
units issued in the transaction for the first eight consecutive quarters following the closing. The transaction is expected to
close in the second quarter of 2013.
Significant Organic Growth Projects
Our significant organic growth projects in 2012 included the following, as discussed in more detail herein:
• Completed construction of the 570-mile, 209,000 Bbls/d Lone Star West Texas Gateway NGL Pipeline ahead of schedule.
The West Texas Gateway NGL Pipeline was placed in service on December 4, 2012. The 130-mile Justice NGL Pipeline,
extending from the Jackson County processing facility to Mont Belvieu, which was also recently placed in service, provides
capacity for NGL barrels from the Eagle Ford Shale and from Lone Star's West Texas Gateway Pipeline from west Texas.
The capacity of the 20-inch pipeline is approximately 340,000 Bbls/d.
• Completed construction of the 200 MMcf/d Karnes County Processing Plant, and Phase I of the Jackson Plant, which will
provide an additional 400 MMcf/day of capacity upon completion in the first quarter of 2013.
• In September 2012, we placed in service a 117-mile, 24- and 30-inch natural gas gathering pipeline from the Woodford Shale
to our existing gathering and processing infrastructure in the Barnett Shale. The pipeline has an initial capacity of 450 MMcf/
d, with anticipated capacity expansion exceeding 550 MMcf/d. As part of the pipeline project, we will also construct a new
200 MMcf/d processing plant at our existing Godley processing facility in Johnson County, Texas. The new processing plant
will increase our processing capacity at Godley from 500 MMcf/d to 700 MMcf/d and is expected to be in service by the third
quarter of 2013.
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