Energy Transfer Partners LP (ETP) said April 30 it completed the merger of its subsidiary with Regency Energy Partners LP.
The merger was a unit-for-unit transaction and a one-time cash payment to Regency unitholders that combined imply a value for Regency of about $18 billion, including assumption of net debt and other liabilities of $6.8 billion.
Regency survived the merger as a wholly owned subsidiary of ETP. In total, ETP currently owns and operates more than 62,000 miles of natural gas and NGL pipelines in the U.S., as well a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets.
In connection with the transaction, Energy Transfer Equity LP (ETE), 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 $320 million over five years. The IDR subsidy will be $80 million in the first year post-closing and $60 million per year for the following four years.
As of April 30, Regency ceased to be a publicly traded partnership, and its common units discontinued trading on the New York Stock Exchange.
Under the terms of the merger, each Regency common unit and Class F unit will be converted into the right to receive 0.4124 ETP common units. Based on Regency's units outstanding, ETP issued about 172.154 million ETP common units to Regency unitholders, including about 15.526 million units issued to ETP subsidiaries. About 1.913 million outstanding Regency series A preferred units were converted into corresponding new ETP series A preferred units.
Latham & Watkins LLP was legal counsel to ETP. Baker Botts LLP was legal counsel to Regency. Barclays was financial adviser and Richards Layton & Finger was legal counsel to ETP’s conflicts committee. J.P. Morgan Securities LLC was financial adviser and Akin Gump Strauss Hauer & Feld LLP was legal counsel to Regency’s conflicts committee.
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