UNITED STATES
SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest
event reported): July 8, 2011 ENERGY TRANSFER EQUITY,
L.P.(Exact name of registrant as
specified in its charter) Delaware
  
  001-32740
  
  30-0108820(State or other Jurisdiction of Incorporation)
  
  (Commission File Number)
  
  (IRS Employer Identification No.) 3738 Oak Lawn
Avenue
Dallas, TX
  
  75219(Address of Principal Executive Offices)
  
  (Zip Code) Registrant’s telephone number,
including area code: (214) 981-0700 (Former name or former address if changed since last report.) 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: þ 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))
  1




---



##### 



Item 7.01. Regulation FD
Disclosure. On July 8, 2011,
Energy Transfer Equity, L.P. (the “Partnership”) issued a press
release to announce that, in connection with its revised offer to acquire the
outstanding stock of Southern Union Company (“SUG”), the
Partnership reaffirmed its commitment to maintaining appropriate credit metrics
to support or improve the current credit ratings of the Partnership, SUG, and
the Partnership’s subsidiaries Energy Transfer Partners, L.P.
(“ETP”) and Regency Energy Partners LP (“Regency”). In
furtherance of this commitment, the Partnership is actively considering the
potential drop-down of SUG’s gathering and processing assets known as
Southern Union Gas Services (“SUGS”) to either ETP or, if ETP does
not exercise its existing right of first offer on SUGS, to Regency. The cash
proceeds from the SUGS drop-down would be used to repay debt at SUG and to
repay ETE’s anticipated borrowings to fund the cash consideration to SUG
stockholders. A copy of the press
release is set forth in Exhibit 99.1 and is incorporated herein by
reference. In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and the attached Exhibit 99.1 is deemed to be
“furnished” and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-Looking
Statements This report may
include certain statements concerning expectations for the future, including
statements regarding the anticipated benefits and other aspects of the proposed
transactions described above, that are forward-looking statements as defined by
federal law. Such forward-looking statements are subject to a variety of known
and unknown risks, uncertainties, and other factors that are difficult to
predict and many of which are beyond the control of the management teams of the
Partnership, ETP, Regency or SUG. Among those is the risk that conditions to
closing the transactions are not met or that the anticipated benefits from the
proposed transactions cannot be fully realized. An extensive list of factors
that can affect future results are discussed in the reports filed with the
Securities and Exchange Commission (the SEC) by the Partnership, ETP, Regency and SUG. None
of the Partnership, ETP, Regency or SUG undertakes any obligation to update or
revise any forward-looking statement to reflect new information or events. Additional Information In connection with the Partnerships merger with SUG, the Partnership and SUG have filed a proxy statement /
prospectus and other documents with the SEC. Investors and security holders are urged to carefully read the definitive
joint proxy statement / prospectus because it contains important information regarding the Partnership, SUG and the
merger. A definitive proxy statement / prospectus will be sent to stockholders of SUG seeking their approval of the
transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement / prospectus
and other documents filed by the Partnership and SUG with the SEC at the SECs website, www.sec.gov. The definitive
proxy statement / prospectus and such other documents relating to the Partnership may also be obtained free of charge
by directing a request to Energy Transfer Equity, L.P., Attn: Investor Relations, 3738 Oak Lawn Avenue, Dallas, Texas
75219, or from the Partnerships website, www.energytransfer.com. The definitive proxy statement / prospectus and such
other documents relating to SUG may also be obtained free of charge by directing a request to Southern Union Company,
Attn: Investor Relations, 5444 Westheimer Road, Houston, Texas 77056, or from SUGs website, www.sug.com. The Partnership, SUG and their respective directors and executive officers may, under the rules of the SEC, be
deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
concerning the interests of the persons who may be participants in the solicitation will be set forth in the joint
proxy statement / prospectus when it becomes available. Item 8.01. Other Events To the extent required, the information
included in Item 7.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01. Item 9.01. Financial Statements
and Exhibits. (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 to be “filed” for purposes of
Section 18 of the Exchange Act. Exhibit
Number
  
  Description of the ExhibitExhibit 99.1
  
  Energy Transfer Equity, L.P. Press Release,
dated July 8, 2011.
   2




---



##### 



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 Equity, L.P.By: LE GP, LLC,its general partnerDate: July 11, 2011
  
  /s/ John W. McReynoldsJohn W. McReynolds
   President and Chief
Financial Officer
   3




---



##### 



Exhibit Index Exhibit
Number
  
  Description of the ExhibitExhibit 99.1
  
  Energy Transfer Equity, L.P. Press Release,
dated July 8, 2011.
  4