Energy Transfer Equity, L.P. (NYSE:ETE) and Southern Union Company (NYSE:SUG) on Tuesday announced the successful completion of the previously announced merger of Southern Union with and into Sigma Acquisition Corp., a wholly owned subsidiary of ETE. Southern Union is the surviving entity in the merger and will continue to operate as a wholly owned subsidiary of ETE.
Under the terms of the merger agreement, Southern Union stockholders were able to elect to exchange each outstanding share of Southern Union common stock for $44.25 of cash or 1.00x ETE common unit, with no more than 60% of the aggregate merger consideration payable in cash and no more than 50% of the merger consideration payable in ETE common units. Based on the final results of the merger consideration elections, holders of approximately 54% of outstanding Southern Union shares, or 67,985,929 shares, will receive cash, while holders of approximately 46% of outstanding Southern Union shares, or 56,981,860 shares, will receive ETE common units.
Effective with the closing of the market Tuesday, Southern Union ceased to be a publicly traded company and its common stock will stop trading on the NYSE.
In connection with the closing of the merger of Southern Union and ETE, Energy Transfer Partners, L.P. (NYSE:ETP) announced that it has successfully completed the previously announced merger of a wholly owned ETP subsidiary with and into Southern Union subsidiary CrossCountry Energy, LLC, which owns an indirect 50% interest in Citrus Corp., the owner of the Florida Gas Transmission pipeline system. After the merger, CrossCountry Energy will remain as the surviving entity and will be a wholly owned subsidiary of ETP. The total merger consideration is approximately $2.0 billion (comprised of $1.895 billion in cash and approximately 2.25 million ETP common units).
Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to ETE, with Latham & Watkins LLP, Bingham McCutchen LLP and Potter Anderson having acted as legal counsel. Evercore Partners and Goldman Sachs Group Inc. acted as financial advisors to the Special Committee of the board of directors of Southern Union. Locke Lord LLP served as legal counsel to Southern Union and Roberts & Holland LLP served as tax counsel to Southern Union. Sullivan & Cromwell LLP and Morris Nichols Arsht and Tunnell LLP served as legal advisors to the Special Committee of the Southern Union board of directors.
The Conflicts Committee of ETP's Board of Directors approved the Citrus transaction. ETP was advised by Vinson & Elkins LLP with respect to the transaction and Prickett, Jones & Elliott, P.A. served as counsel to the committee. RBS Securities Inc. acted as financial advisor to the committee and issued a fairness opinion in connection with transaction.