Form 8-K Energy Transfer Equity, For: Nov 18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

November�18, 2014

Date of Report (Date of earliest event reported)

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ENERGY TRANSFER EQUITY, L.P.

(Exact name of Registrant as specified in its charter)

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3738 Oak Lawn Avenue

Dallas, TX 75219

(Address of principal executive offices)

(214) 981-0700

(Registrant�s telephone number, including area code)

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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:

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In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November�18, 2014, Energy Transfer Equity, L.P. (�ETE�) and Energy Transfer Partners, L.P. (�ETP�) announced that the management teams of the two partnerships have reached an agreement with respect to a transaction valued at approximately $3.75 billion (the �Transaction�) in which ETE would transfer 30.8�million ETP common units, ETE�s 45% interest in the Bakken pipeline project, and a cash amount to be determined in exchange for newly issued Class H Units of ETP that will generally entitle ETE to receive 40.0% of the cash distributions and other economic attributes of the general partner interest and incentive distribution rights of Sunoco Logistics Partners L.P. (�SXL�).

In addition, ETE and ETP anticipate that they will negotiate a reduction in the incentive distribution right subsidies that ETE previously agreed to provide to ETP, and that such reductions would occur in 2015 and 2016. When combined with the 50,160,000 Class H Units acquired by ETE in October 2013, upon consummation of the Transaction, ETE would own Class H Units that will generally entitle ETE to receive approximately 90% of the cash distributions and other economic attributes of the general partner interest and incentive distribution rights of SXL. Upon redemption of the 30.8�million ETP common units, ETP�s outstanding common units will be reduced to approximately 322�million common units.

ETP expects that the Transaction will be neutral to distributable cash flow per ETP common unit in 2015 and accretive to distributable cash flow per ETP common unit in 2016 and thereafter. ETE expects that the Transaction will be slightly dilutive to distributable cash flow per ETE common unit in 2015 and accretive to distributable cash flow per ETE common unit in 2016 and thereafter. The Transaction is expected to be credit neutral to both ETE and ETP.

ETP expects that it will benefit from the Transaction by reducing the number of ETP common units outstanding, which in turn results in the elimination of a quarterly distribution obligation related to the redeemed ETP common units as well as the related obligation to make incentive distributions to ETE with respect to the redeemed ETP common units. ETP also expects to benefit from owning a larger percentage (an increase from 30% to 75%) of the Bakken pipeline project, the previously announced project that would create a crude oil pipeline from the crude oil producing regions of North Dakota to delivery points in the Midwest and Gulf Coast areas. Finally, the cash received from ETE will provide ETP with a portion of the capital necessary to fund its extensive portfolio of board-approved growth projects (including the Bakken pipeline project), which currently totals on a net basis approximately $8.0 billion of expected capital expenditures (before adjusting for the increased capital required for ETP�s 45% increased stake in the Bakken pipeline project).

ETE expects that the Transaction will continue to promote ETE�s long-term strategy of owning the general partner interests and incentive distribution rights of a portfolio of publicly-traded partnerships, and ETE expects that, through this strategy, ETE will continue to benefit from the long-term growth in cash distributions from these partnerships.

ETE and ETP anticipate that the transaction agreements will be negotiated and executed prior to the end of 2014 and that the Transaction would close in the first quarter of 2015 following the record dates for the quarterly cash distributions related to the fourth quarter of 2014.

The Transaction is also subject to the approval of the board of directors of ETE and ETP and the approval of the conflicts committees of such boards. ETE and ETP contemplate that the Transaction agreements will provide that the Transaction will be subject to customary closing conditions.

ETE and ETP contemplate that ETP�s partnership agreement will be amended to provide for the issuance of the additional Class H Units referred to above. ETE and ETP are currently parties to a unitholders

agreement that, among other things, (i)�requires ETP to obtain ETE�s consent regarding certain decisions ETP is otherwise permitted to make, or actions ETP is otherwise required to consent to, as a member of SXL GP; (ii)�provides ETE with a right of first refusal with respect to the sale of (A)�ETP�s membership interest in SXL GP, (B)�the general partner interest in SXL held by SXL GP or (C)�the incentive distribution rights of SXL held by SXL GP and (iii)�provides ETE with a drag-along right to purchase the general partner interest in SXL held by SXL GP in the event that ETE has exercised its right of first refusal with respect to the incentive distribution rights referred to in clause (C)�above. ETE and ETP contemplate that this unitholders agreement will be amended in connection with the Transaction to modify the rights of ETE to provide additional management authority with respect to SXL GP.

The Class H Units will generally be entitled to (i)�allocations of profits, losses and other items from ETP corresponding to 40.0% of the profits, losses and other items allocated to ETP by Sunoco Partners LLC (�SXL GP�), the general partner of SXL, with respect to the incentive distribution rights and general partner interest in SXL held by SXL GP, (ii)�distributions from ETP for each quarter equal to 40.0% of the cash distributed to ETP by SXL GP with respect to the incentive distribution rights and general partner interest in SXL held by SXL GP for such quarter and, to the extent not previously distributed to holders of the Class H Units, for any previous quarters.

Statements in this Form 8-K may be forward-looking statements as defined under federal law. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of ETE, and a variety of risks that could cause results to differ materially from those expected by management of ETE. ETE does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

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(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be �furnished� and shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended.

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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.

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ENERGY TRANSFER EQUITY, L.P. & ENERGY TRANSFER PARTNERS, L.P. Bakken Project & SXL GP/IDR Exchange Transaction November 18 th , 2014

BAKKEN PROJECT & SXL GP/IDR EXCHANGE TRANSACTION 2 TRANSACTION OVERVIEW: TRANSACTION OVERVIEW: � ETE to receive additional Class H Units tracking 40% of the economics of Sunoco Logistics Partners L.P. (�SXL�) GP and IDRs � ETP to receive 45% interest in Bakken pipeline project, 30.8 million ETP units currently held at ETE, which it will retire, and cash consideration � ETE and ETP would agree to an IDR subsidy credit� for 2015 & 2016 � Transaction expected to be credit neutral to both ETE and ETP IMPACT TO ETP: IMPACT TO ETP: � Approximately $8.0 billion of expected net capital expenditures (before adjusting for the increased capital required for ETP�s increased stake in the Bakken pipeline project) IMPACT TO ETE: IMPACT TO ETE: Exchange Transaction Structure ETE 45% Bakken pipeline project interest 30.8 million ETP LP units & Cash Bakken Pipeline Project 40% SXL GP/IDRs interest IDR subsidy credit 75% interest Mutually beneficial transaction that provides ETP with continued strong growth via organic projects and managing its cost of capital and allows ETE to continue its long- term strategy towards becoming a pure-play GP � Energy Transfer Partners, L.P. (�ETP�) to acquire 45% interest in the Bakken pipeline project from Energy Transfer Equity, L.P. (�ETE�) and reduce common units outstanding in a transaction value anticipated at approximately $3.75 billion (the �Transaction�) � The Transaction is subject to the negotiation of definitive agreements between ETE and ETP related to the Transaction, the approval of the board of directors of ETE and ETP and the approval of the conflicts committees of such boards � Transaction to be effective January 1, 2015 although anticipated closing will be Q1 2015 following the record dates for Q4 2014 distributions � Upon redemption of the 30.8 million ETP common units, ETP�s outstanding common units will be reduced to approximately 322 million, benefiting ETP through the elimination of quarterly distributions and incentive distribution obligations to ETE with respect to those redeemed units � Transaction is expected to be breakeven to ETP DCF per unit in 2015 and accretive to DCF per unit in 2016 and thereafter � ETP expects to benefit from owning a larger interest (increase from 30% to 75%) of the Bakken pipeline Project � Cash consideration from ETE will provide ETP with a portion of the capital necessary to fund its extensive portfolio of board-approved growth projects � ETE will own Class H units that will entitle ETE to receive approximately 90% of the GP/IDR cash flows from SXL � Continues ETE�s long-term strategy to become a pure-play GP � Transaction is expected to be mildly dilutive to ETE DCF per unit in 2015 and accretive to DCF per unit in 2016 and thereafter ETP

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