New Chapter Begins as Sunoco Officially Becomes ETP Subsidiary

PHILADELPHIA -- It's official: Sunoco is now a wholly owned subsidiary of Energy Transfer Partners LP (ETP). Effective with the opening of the market today, Sunoco ceased to be a publicly traded company and its common stock discontinued trading on the NYSE.

On  Thursday, Sunoco shareholders have approved the merger between the locally based company and ETP with 97 percent of those voting approving the measure. The final vote came today at a special shareholder meeting in Detroit -- five months after the proposal was announced.

Under the terms of the merger agreement, Sunoco shareholders were able to receive, for each Sunoco common share they owned, a combination of $25 in cash and 0.5245 of an ETP common unit (the standard mix of consideration).  In lieu of receiving this standard mix of consideration, Sunoco shareholders, for each Sunoco common share they owned, could make an election to receive $50 in cash or 1.0490 ETP common units with such cash consideration and unit consideration subject to proration in accordance with the merger agreement, according to a joint release.

Because the cash consideration was oversubscribed, all holders making a cash election will have their cash consideration prorated and a portion of it will be substituted with ETP common units in accordance with the terms of the merger agreement.

In the aggregate, Sunoco shareholders will receive 50 percent of the merger consideration in cash and 50 percent in ETP common units. The total consideration to be paid in cash will be approximately $2.6 billion and the total consideration to be paid in equity will be approximately 54,971,724 ETP common units.

Wells Fargo Securities LLC acted as exclusive financial advisor to ETP, with Latham & Watkins LLP and Bingham McCutchen LLP having acted as legal counsel. Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to Sunoco and Wachtell, Lipton, Rosen & Katz acted as legal counsel.


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