![]() June 18, 2012 ETP HoldCo Corp. Exhibit 99.2 |
![]() Energy Transfer Partners, L.P. Sunoco, Inc. 3738 Oak Lawn Ave. 1818 Market Street, Suite 1500 Dallas, TX 75219 Philadelphia, PA 19103 Attention: Investor Relations Attention: Investor Relations Phone: (214) 981-0795 Phone: (215) 977-6764 E-mail: InvestorRelations@energytransfer.com E-mail: SunocoIR@sunocoinc.com Forward Looking Statements 2 SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS PARTICIPANTS IN THE SOLICITATION IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following: ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus. Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document. |
![]() Overview of ETP HoldCo Transaction Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”) will combine the businesses of Southern Union Company (“SUG”) and Sunoco, Inc. (“SUN”) under an ETP-controlled entity, ETP HoldCo Corporation (“ETP HoldCo”) - ETE will contribute SUG in exchange for a 60% equity interest - ETP will contribute SUN in exchange for a 40% equity interest • Prior to the contribution of SUN to ETP HoldCo, SUN’s interests in Sunoco Logistics Partners L.P. (“SXL”) will be transferred to ETP - ETP will control ETP HoldCo through a majority of Board seats The ETP HoldCo transaction will be completed concurrently with the SUN acquisition, expected to close in the third or fourth quarter of this year Resolves timing of ETE’s dropdown of the SUG assets without the need for external equity or debt financing. Simplifies organizational structure by combining SUG and SUN under a single ETP-controlled entity - Improves transparency to investors and analysts as SUG and SUN businesses will be consolidated under ETP for financial reporting purposes - Allows for more efficient commercial management and incremental commercial and operational synergies - Enhances distribution growth prospects at both ETE and ETP 3 |
![]() Pro Forma Organizational Structure 4 Previously Announced Structure Pro Forma ETP HoldCo Structure 100.0% IDRs, 2.0% GP and 32.4% LP Interest Energy Transfer Partners, L.P. Energy Transfer Equity, L.P. 100.0% IDRs, GP Interest and 21.9% LP Interest Sunoco Logistics Partners L.P. ETP HoldCo Sunoco, Inc. Southern Union Company 60% Equity Interest 40% Equity Interest 100.0% Equity Ownership 32.4% LP Interest Sunoco Logistics Partners L.P. Energy Transfer Partners, L.P. Sunoco, Inc. 100.0% IDRs and 2.0% GP Interest Energy Transfer Equity, L.P. 100.0% IDRs, GP Interest and 21.9% LP Interest Southern Union Company 100.0% Interest Note: Excludes ETE’s interests in Regency Energy Partners LP |
![]() Pro Forma ETP Combined Asset Footprint 5 Note: Excludes Sunoco’s retail marketing outlets |
![]() Pro Forma ETP – Significant Size and Scale 6 Summary Asset Overview Status Quo SUN & Pro Forma ETP SXL SUG ETP Pipelines (miles): Natural Gas 24,294 - 15,700 39,994 Natural Gas Distribution (LDCs) - - 15,173 15,173 NGL 2,110 40 - 2,150 Crude Oil - 5,400 - 5,400 Refined Products - 2,500 - 2,500 Total 26,404 7,940 30,873 65,217 Operating Metrics: Natural Gas Throughput (Bcfpd) 23 - 6 28 NGL Throughput (Mbpd) 677 107 - 784 LNG Throughput (Bcfpd) - - 2 2 Crude Oil Throughput (Mbpd) - 1,747 - 1,747 Refined Products Throughput (Mbpd) - 522 - 522 Natural Gas Processing Capacity (MMcfpd) 2,942 - 475 3,417 Natural Gas Treating Capacity (MMcfpd) 1,985 - 585 2,570 Natural Gas Conditioning Capacity (MMcfpd) 846 - - 846 NGL Processing Capacity (Mbpd) 251 - - 251 Natural Gas Storage (Bcf) 74 - 101 176 NGL Storage (Mbbl) 47,000 1,000 - 48,000 LNG Storage Capacity (Bcf) - - 9 9 Crude Oil Storage (Mbbl) - 25,000 - 25,000 Refined Products Storage (Mbbl) - 16,000 - 16,000 Facilities: Natural Gas Storage Facilities 3 - 6 9 NGL Storage Facilities 2 1 - 3 Crude Oil Storage Facilities - 4 - 4 Refined Products Storage Facilities - 44 - 44 Natural Gas Process., Treat., Cond. Facilities 35 - 10 45 NGL Processing Facilities 4 - - 4 Retail Marketing Outlets - 4,900 - 4,900 Note: Joint venture assets shown on consolidated basis; includes projects under construction Pipeline Mileage NGL 8% Natural Gas 92% Natural Gas 62% Crude Oil 8% NGL 3% LDCs 23% Refined Products 4% Throughput* NGL 15% Natural Gas 85% NGL 10% Crude Oil 22% Refined Products 6% LNG 4% Natural Gas 58% Storage Capacity* NGL 79% Natural Gas 21% LNG 1% Crude Oil 21% Refined Products 13% NGL 41% Natural Gas 24% * Throughput and storage capacity converted on a 6:1 Mcf:Bbl basis |