UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2012 (March 23, 2012)
ENERGY TRANSFER PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-11727 | 73-1493906 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
3738 Oak Lawn Avenue
Dallas, Texas 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant's telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: Energy Transfer Partners, L.P. ("ETP") filed a Current Report on Form 8-K on March 28, 2012 (the “Original Report”) to report, among other things, the acquisition of a 50% interest in Citrus Corp., which owns 100% of the Florida Gas Transmission pipeline system and is now jointly owned by ETP and El Paso Corporation, in exchange for $1.895 billion in cash and $105 million in ETP common units. This Current Report on Form 8-K/A (the “Amendment”) supplements the Original Report to include the financial statements of Citrus Corp. and unaudited pro forma condensed consolidated financial information.
Item 8.01. Other Events.
Pro Forma Financial Information
Exhibit 99.1 to this Current Report on Form 8-K/A presents the following unaudited pro forma condensed consolidated financial information, which has been prepared in accordance with Article 11 of Regulation S-X:
| • | Unaudited pro forma condensed consolidated balance sheet as of December 31, 2011; |
• | Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011; and |
| • | Notes to unaudited pro forma condensed consolidated financial statements. |
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements | |
| 99.2 | Citrus Corp. and Subsidiaries Audited Consolidated Financial Statements for the Years Ended December 31, 2011, 2010 and 2009 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGY TRANSFER PARTNERS, L.P. | ||||
| By: | Energy Transfer Partners, GP, L.P., | |||
| its general partner | ||||
| By: | Energy Transfer Partners, L.L.C. | |||
| its general partner | ||||
| Date: June 6, 2012 | /s/ Martin Salinas, Jr. | |||
| Martin Salinas, Jr. | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements | |
| 99.2 | Citrus Corp. and Subsidiaries Audited Consolidated Financial Statements for the Years Ended December 31, 2011, 2010 and 2009 | |