Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger (defined below), on
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger on
The issuance of ET Common Units in connection with the Merger was registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
ET's registration statement on Form S-4 (File No. 333-234080), declared
effective by the
The foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Pursuant to the terms of the Merger Agreement, each share of the Company's Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration as described above. At the Effective Time, holders of the Company's shares of Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration as set forth above.
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• Each award ofSemGroup restricted share units, vested or unvested (other than those held by non-employee directors ofSemGroup ) (a "SemGroup RSU Award"), that was outstanding immediately prior to the Effective Time was assumed by ET and converted into a restricted unit award to receive a number of ET Common Units (an "Assumed RSU Award") equal to the number of shares of Common Stock subject to such SemGroup RSU Award immediately prior to the Effective Time multiplied by a ratio equal to the Per Share Cash Amount divided by the closing price of one ET Common Unit on the Exchange on the date prior to the closing date plus the Exchange Ratio, rounded up or down to the nearest whole ET Common Unit. Each Assumed RSU Award (i) is otherwise subject to same terms and conditions as were applicable to the corresponding original SemGroup RSU Award and (ii) will fully accelerate upon a termination without "cause," for "good reason" or as a result of the holder's death or disability. • Each award ofSemGroup restricted stock (other than those held by non-employee directors ofSemGroup ) (a "SemGroup Restricted Stock Award") that was outstanding immediately prior to the Effective Time was assumed by ET and converted into a restricted unit award representing a contractual right upon vesting to receive a number of ET Common Units (an "Assumed Restricted Stock Award") equal to the product obtained by multiplying (x) the number of shares of Common Stock subject to such SemGroup Restricted Stock Award immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole ET Common Unit. Each Assumed Restricted Stock Award (i) is otherwise subject to the same terms and conditions as were applicable to the corresponding originalSemGroup Restricted Stock Award and (ii) will fully accelerate upon a termination without "cause," for "good reason" or as a result of the holder's death or disability. • Each award ofSemGroup restricted stock andSemGroup restricted share units held by a non-employee director ofSemGroup was fully vested and settled with shares ofSemGroup's Common Stock prior to consummation of the Merger. As of the Effective Time, such shares ofSemGroup's Common Stock converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement. • Each award ofSemGroup performance share units was fully vested with performance deemed achieved at target and settled with shares ofSemGroup's Common Stock prior to consummation of the Merger. As of the Effective Time, such shares ofSemGroup's Common Stock converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of
The information in Item 2.01, 3.03 and 5.02 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, each member of the Company's board of directors resigned
from the board and ceased to be directors of the Company. The members of the
Company's board immediately prior to the Effective Time were
Effective on
Also at the Effective Time, each of the Company's existing officers, including
Effective on
With respect to each of Messrs. Warren and Long, there are no arrangements or
understandings between such director and any other persons pursuant to which he
will serve as a director (other than the Merger Agreement).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Set forth below are the matters acted upon the stockholders at the Special Meeting, and the final results of each such proposal. Voting results below give effect to votes cast, in person or by proxy, by holders of Preferred Stock on an as-converted basis.
Proposal 1 - Merger Agreement Proposal
The Company's stockholders approved and adopted the Merger Agreement. The results of the vote were as follows:
For Against Abstain 75,205,576 139,913 110,642 Proposal 2 - Advisory Vote on Executive Compensation
The Company's stockholders voted to approve, on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger. The results of the vote were as follows:
For Against Abstain 66,399,144 8,933,561 123,426
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 15, 2019 by and amongSemGroup Corporation , Energy Transfer LP andNautilus Merger Sub LLC (filed as Exhibit 2.1 to the Company's current report on Form 8-K datedSeptember 15, 2019 , filedSeptember 16, 2019 , and incorporated herein by reference) 99.1 Press Release ofSemGroup Corporation datedDecember 4, 2019 99.2 Joint Press Release of Energy Transfer LP andSemGroup Corporation datedDecember 5, 2019 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation SK. A copy of any omitted schedule and/or exhibit will
be furnished to the
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