According to the Complaint, Energy Transfer Partners LP ("ETP" or the "Company") is engaged in the midstream transportation and storage of natural gas, natural gas liquids (“NGLs”), refined products and crude oil, and terminalling services and acquisition and marketing activities, as well as NGL storage and fractionation services. ETP is managed by its general partner, Energy Transfer Partners GP, L.P. (“ETP GP”), and ETP GP is managed by its general partner, Energy Transfer Partners, L.L.C. (“ETP Managing GP”).
On August 1, 2018, ETP and Energy Transfer Equity, L.P. (“ETE”) issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, ETP unitholders will be entitled to receive 1.28 common units of ETE for each ETP common unit they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $27 billion.
On September 12, 2018, ETP filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that ETP unitholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the valuation analyses performed by ETP’s financial advisor in support of its fairness opinion; and (ii) potential conflicts of interest faced by ETP's financial advisor.