Fuels

ETP, Regency Complete Merger

Deal creates second-largest MLP, with diversified platform

DALLAS -- Energy Transfer Partners LP and Regency Energy Partners LP have completed their merger of an indirect subsidiary of ETP, with and into Regency, with Regency surviving the merger as a wholly owned subsidiary of ETP.

Energy Transfer Partners ETP Regency MLP (CSP Daily News / Convenience Stores / Gas Stations)

Effective with the opening of the market on April 30, Regency ceased to be a publicly traded partnership, and its common units discontinued trading on the NYSE.

As part of the merger consideration, each Regency common unit and Class F unit will be converted into the right to receive 0.4124 ETP common units. Based on the RGP units outstanding, ETP issued approximately 172.154 million ETP common units to RGP unitholders, including approximately 15.526 million units issued to ETP subsidiaries. The approximately 1.913 million outstanding Regency Series A preferred units were converted into corresponding new ETP Series A preferred units.

In connection with the transaction, Energy Transfer Equity LP, which owns the general partner and 100% of the incentive distribution rights (IDRs) of ETP, will reduce the incentive distributions it receives from ETP by a total of $320 million over a five-year period. The IDR subsidy will be $80 million in the first year post-closing and $60 million per year for the following four years.

Energy Transfer Partners LP is a master limited partnership (MLP) owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP's subsidiaries include Panhandle Eastern Pipe Line Co. LP and Lone Star NGL LLC. In total, ETP currently owns and operates more than 62,000 miles of natural gas and natural gas liquids pipelines. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 67.1 million common units in Sunoco Logistics Partners LP, which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets. ETP owns 100% of Sunoco Inc. and 100% of Susser Holdings Corp. Additionally, ETP owns the general partner, 100% of the incentive distribution rights and approximately 43% of the limited partner interests in Sunoco LP, formerly Susser Petroleum Partners LP. ETP's general partner is owned by ETE.

Houston-based Sunoco LP is an MLP that distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors. It also operates more than 150 convenience stores and gas stations. It conducts its business through wholly owned subsidiaries, as well as through its 31.58% interest in Sunoco LLC, in partnership with an affiliate of its parent company, ETP. While primarily engaged in natural gas, natural gas liquids, crude oil and refined products transportation, ETP also operates a retail and fuel distribution business through its interest in Sunoco LLC, as well as wholly owned subsidiaries, Sunoco Inc. and Stripes LLC that operate approximately 1,100 convenience stores and gas stations.

Energy Transfer Equity LP is an MLP that owns the general partner and 100% of the incentive distribution rights (IDRs) of Energy Transfer Partners LP, approximately 23.5 million ETP common units, and approximately 82.6 million ETP Class H Units, which track 90% of the underlying economics of the general partner interest and IDRs of Sunoco Logistics Partners LP. On a consolidated basis, ETE's family of companies owns and operates approximately 71,000 miles of natural gas, natural gas liquids, refined products and crude oil pipelines.

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