Energy Transfer 2013 Annual Report Download - page 186

Table of Contents
Public Offerings
The following table summarizes our public offerings of Common Units, all of which have been registered under the Securities Act of 1933 (as amended):
Date
Number of Common Units
Price per Unit
Net Proceeds
April 2011
14.2
$50.52
$695
November 2011
15.2
44.67
660
July 2012
15.5
44.57
671
April 2013
13.8
48.05
657
Proceeds from the offerings listed above were used to repay amounts outstanding under the ETP Credit Facility and/or to fund capital expenditures and
capital contributions to joint ventures, and for general partnership purposes.
Equity Distribution Program
From time to time, we have sold Common Units through an equity distribution agreement. Such sales of Common Units are made by means of ordinary
brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed between us and the sales agent which is the
counterparty to the equity distribution agreement.
In January 2013 and May 2013, we entered into equity distribution agreements pursuant to which we may sell from time to time Common Units having
aggregate offering prices of up to $200 million and $800 million, respectively. During the year ended December 31, 2013, we issued approximately 16.9
million units for $846 million, net of commissions of $9 million. Approximately $145 million of our Common Units remained available to be issued
under the currently effective equity distribution agreements as of December 31, 2013.
Equity Incentive Plan Activity
As discussed in Note 8, we issue Common Units to employees and directors upon vesting of awards granted under our equity incentive plans. Upon
vesting, participants in the equity incentive plans may elect to have a portion of the Common Units to which they are entitled withheld by the Partnership
to satisfy tax-withholding obligations.
Distribution Reinvestment Program
In April 2011, we filed a registration statement with the SEC covering our Distribution Reinvestment Plan (the “DRIP”). The DRIP provides Unitholders
of record and beneficial owners of our Common Units a voluntary means by which they can increase the number of ETP Common Units they own by
reinvesting the quarterly cash distributions they would otherwise receive in the purchase of additional Common Units. The registration statement covers
the issuance of up to 5.8 million Common Units under the DRIP.
During the years ended December 31, 2013, 2012 and 2011, aggregate distributions of approximately $109 million, $43 million, and $15 million were
reinvested under the DRIP resulting in the issuance in aggregate of approximately 3.7 million Common Units. As of December 31, 2013, a total of 2.1
million Common Units remain available to be issued under the existing registration statement.
Class E Units
There are 8.9 million Class E Units outstanding that are reported as treasury units. These Class E Units are entitled to aggregate cash distributions equal
to 11.1% of the total amount of cash distributed to all Unitholders, including the Class E Unitholders, up to $1.41 per unit per year, with any excess
thereof available for distribution to Unitholders other than the holders of Class E Units in proportion to their respective interests. The Class E Units are
treated as treasury units for accounting purposes because they are owned by a subsidiary of Holdco, Heritage Holdings, Inc. Although no plans are
currently in place, management may evaluate whether to retire some or all of the Class E Units at a future date.
Class G Units
In conjunction with the Sunoco Merger, we amended our partnership agreement to create the Class F Units. The number of Class F Units issued was
determined at the closing of the Sunoco Merger and equaled 90.7 million, which included 40 million Class F Units issued in exchange for cash
contributed by Sunoco to us immediately prior to or concurrent with the closing of the Sunoco Merger. The Class F Units generally did not have any
voting rights. The Class F Units were entitled to aggregate cash distributions equal to 35% of the total amount of cash generated by us and our
subsidiaries, other than Holdco, and
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