UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, 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): June 30, 2011
 ENERGY TRANSFER EQUITY, L.P.
  Delaware
(State or other jurisdiction 
of incorporation)
    
    001-32740
(Commission
File Number)
    
    30-0108820
(IRS Employer
Identification Number)
 3738 Oak Lawn

Dallas, Texas 75219
 (214) 981-0700
  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))




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Item 1.01.
    
    Entry into a Material Definitive Agreement.
 Amended and Restated Agreement and Plan of Merger
   Election to Receive Cash Consideration or Equity Consideration
  
    
    $40.00 per Outstanding SUG Share (a Cash Election); or
    
    0.903 ETE Common Units per Outstanding SUG Share (and cash in lieu of any
fractional shares) (an Equity Election).
  
    
    The aggregate cash consideration will be capped at 60% of the aggregate Merger
Consideration. Thus, if holders of more than 60% of the Outstanding SUG Shares elect
to receive cash, the amount of cash per Outstanding SUG Share to be received by holders
making a Cash Election will be reduced (pro rata across all Outstanding SUG Shares
subject to a Cash Election), so that no more than 60% of the aggregate Merger
Consideration is payable in cash and the remainder of the consideration in respect of
Outstanding SUG Shares subject to a Cash Election will be payable in ETE Common Units
at an exchange ratio of 0.903 ETE Common Units per Outstanding SUG Share (and cash in
lieu of fractional ETE Common Units).
    
    The aggregate ETE Common Unit consideration will be capped at 50% of the aggregate
Merger Consideration. Thus, if holders of more than 50% of the Outstanding SUG Shares
make an Equity Election, the number of ETE Common Units per Outstanding SUG Share to be
received by holders making an Equity Election will be reduced (pro rata across all
Outstanding SUG Shares subject to an Equity Election), so that no more than 50% of the
aggregate Merger Consideration is payable in ETE Common Units and the remainder of the
consideration in respect of Outstanding SUG Shares subject to an Equity Election will
be payable in cash at $40.00 per share.
 2




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Treatment of SUG Equity-Based Awards
    Representations, Warranties and Covenants
  Conditions to Closing
  Termination
  3




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Financing Commitments
   Termination of Consulting and Non-Competition Agreements
   Support Agreement
  4




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Citrus Dropdown Transaction




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Forward-Looking Statements
  Additional Information
 Investors and security holders are urged to carefully
read the definitive joint proxy statement / prospectus when it becomes available because it will
contain important information regarding the Partnership, SUG and the Merger.
   Item 5.02.
    
    Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
  Item 9.01.
    
    Financial Statements and Exhibits.
  5




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Exhibit Number
    
    Description of the Exhibit2.1
    
    
    Amended and Restated Agreement and Plan of Merger, dated as
of July 4, 2011, by and among Energy Transfer Equity, L.P.,
Sigma Acquisition Corporation and Southern Union Company2.2
    
    
    Agreement and Plan of Merger,
dated as of July 4, 2011, by
and between Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P.10.1
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and George L. Lindemann10.2
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and Eric D. Herschmann10.3
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and George L. Lindemann10.4
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and Eric D. Herschmann10.5
    
    
    Amended and Restated Support Agreement dated July 4, 2011
by and among Energy Transfer Equity, L.P., Sigma
Acquisition Corporation and certain stockholders of
Southern Union Company99.1
    
    
    Commitment Letter dated July 4, 2011 by and among Energy
Transfer Equity, L.P., Credit Suisse Securities (USA) LLC
and Credit Suisse AG
 6




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SIGNATURES
  Energy Transfer Equity, L.P.By:
    LE GP, LLC,its general partnerDate:  July 5, 2011
    By:
    /s/ John W. McReynoldsJohn W. McReynoldsPresident and Chief Financial Officer 7




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EXHIBIT INDEX
 Exhibit Number
    
    Description of the Exhibit2.1
    
    
    Amended and Restated Agreement and Plan of Merger, dated as
of July 5, 2011, by and among Energy Transfer Equity, L.P.,
Sigma Acquisition Corporation and Southern Union Company2.2
    
    
    Agreement and Plan of Merger, dated as
of July 4, 2011, by
and between Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P.10.1
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and George L. Lindemann10.2
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and Eric D. Herschmann10.3
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and George L. Lindemann10.4
    
    
    Termination Agreement dated as of July 4, 2011, by and
among Southern Union Company, Energy Transfer Equity, L.P.
and Eric D. Herschmann10.5
    
    
    Amended and Restated Support Agreement dated July 4, 2011
by and among Energy Transfer Equity, L.P., Sigma
Acquisition Corporation and certain stockholders of
Southern Union Company99.1
    
    
    Commitment Letter dated July 4, 2011 by and among Energy
Transfer Equity, L.P., Credit Suisse Securities (USA) LLC
and Credit Suisse AG