UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 13, 2011
ENERGY TRANSFER EQUITY,
L.P.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-32740
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30-0108820
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3738 Oak Lawn
Avenue
Dallas, TX
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75219
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(214) 981-0700
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
þ
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD
Disclosure.
On July 13, 2011,
Energy Transfer Equity, L.P. (the “Partnership”) and
Southern Union Company (SUG) issued a press
release to announce that they have filed a joint application with the Public Service
Commission of the State of Missouri (the Commission)
requesting an order from the Commission authorizing SUG to take
certain actions to allow the Partnership to acquire the equity
interests of SUG, including its subsidiaries.
A copy of the press
release is set forth in Exhibit 99.1 and is incorporated herein by
reference. In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and the attached Exhibit 99.1
is deemed to be “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Forward Looking Statements
This report may
include certain statements concerning expectations for the future, including
statements regarding the anticipated benefits and other aspects of the proposed
transactions described above, that are forward-looking statements as defined by
federal law. Such forward-looking statements are subject to a variety of known
and unknown risks, uncertainties, and other factors that are difficult to
predict and many of which are beyond the control of the management teams of the
Partnership or SUG. Among those is the risk that conditions to closing the
transactions are not met or that the anticipated benefits from the proposed
transactions cannot be fully realized. An extensive list of factors that can
affect future results are discussed in the reports filed with the Securities
and Exchange Commission by the Partnership and SUG. Neither the Partnership nor
SUG undertake any obligation to update or revise any forward-looking statement
to reflect new information or events.
Additional Information
In connection with the
Partnership’s merger with SUG, the Partnership and SUG have filed a proxy
statement / prospectus and other documents with the SEC.
Investors and
security holders are urged to carefully read the definitive joint proxy
statement / prospectus because it contains important information regarding the
Partnership, SUG and the merger.
A definitive proxy
statement / prospectus will be sent to stockholders of SUG seeking their
approval of the transaction. Investors and security holders may obtain a free
copy of the definitive joint proxy statement / prospectus and other documents
filed by the Partnership and SUG with the SEC at the SEC’s website,
www.sec.gov. The definitive proxy statement / prospectus and such other
documents relating to the Partnership may also be obtained free of charge by
directing a request to Energy Transfer Equity, L.P., Attn: Investor Relations,
3738 Oak Lawn Avenue, Dallas, Texas 75219, or from the Partnership’s
website, www.energytransfer.com. The definitive proxy statement / prospectus
and such other documents relating to SUG may also be obtained free of charge by
directing a request to Southern Union Company, Attn: Investor Relations, 5444
Westheimer Road, Houston, Texas 77056, or from SUG’s website, www.sug.com.
The Partnership, SUG
and their respective directors and executive officers may, under the rules of
the SEC, be deemed to be “participants” in the solicitation of
proxies in connection with the proposed transaction. Information concerning the
interests of the persons who may be “participants” in the
solicitation will be set forth in the joint proxy statement / prospectus when
it becomes available.
Item 8.01. Other Events
To the extent
required, the information included in Item 7.01 of this Form 8-K is hereby
incorporated by reference into this Item 8.01.
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