Energy Transfer Partners L.P. (ETP) and Sunoco Inc. (SUN) announced that they have entered into a definitive merger agreement whereby ETP will acquire Sunoco in a unit and cash transaction valued at $50.13 per share, or a total consideration of approximately $5.3 billion, based on ETP's closing price on April 27, 2012.
The Transaction is expected to be immediately accretive to distributable cash flow of ETP.
As per the terms of the merger agreement, Sunoco shareholders can elect to receive, for each Sunoco common share they own, either $50.00 in cash, 1.0490 ETP common units or a combination of $25.00 in cash and 0.5245 ETP common units.
Upon closing, Sunoco shareholders are expected to own approximately 20 percent of ETP common units. In addition, $965 million of Sunoco's existing notes will remain outstanding.
In conjunction with the transaction, Energy Transfer Equity, L.P. (ETE), the owner of Energy Transfer Partners' general partner, has agreed to relinquish its right to approximately $210 million of incentive distributions from ETP that it would otherwise be entitled to receive over 12 consecutive quarters following the closing of the transaction.
The transaction is expected to close in the third or fourth quarter of 2012, subject to approval of Sunoco shareholders and customary regulatory approvals.
by RTT Staff Writer
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