Partners' Capital and Distributions (Notes)

6 Months Ended

Jun. 30, 2013

Partners’ Capital and Distributions [Abstract]

Partners' Capital Notes Disclosure [Text Block]

Partners’ Capital and Distributions

Predecessor equity included on the condensed consolidated statement of partners' capital and noncontrolling interest represents SUGS Member's capital prior to the acquisition date (April 30, 2013).

Beneficial Conversion Feature. The Partnership issued 6,274,483 Class F common units in connection with the SUGS Acquisition. At the commitment date (February 27, 2013), the sales price of $23.91 per unit represented a $2.19 discount from the fair value of the Partnership's common units as of April 30, 2013. Under FASB ASC 470-20, “Debt with Conversion and Other Options,” the discount represents a beneficial conversion feature that is treated as a non-cash distribution for purposes of calculating earnings per unit. The beneficial conversion feature is reflected in income per unit using the effective yield method over the period the Class F common units are outstanding, as indicated on the statement of operations in the line item entitled “beneficial conversion feature for Class F common units.” The Class F common units are convertible to common units on a one-for-one basis on May 8, 2015.

Units Activity. The change in common and Class F units during the six months ended June 30, 2013 was as follows:



	Common		Class F
Balance - December 31, 2012	170,951,457		—
Issuance of common units under LTIP, net of forfeitures and tax withholding	21,796		—
Issuance of common units under the Equity Distribution Agreement	4,887,540		—
Issuance of common units and Class F common units in connection with SUGS Acquisition	31,372,419	⁽¹⁾	6,274,483	⁽²⁾
Balance - June 30, 2013	207,233,212		6,274,483


⁽¹⁾	ETE has agreed to forgo IDR payments on the Partnership common units issued with the SUGS Acquisition for twenty-four months post-transaction closing.


⁽²⁾	The Class F common units are not entitled to participate in the Partnership’s distributions or earnings for twenty-four months post-transaction closing.

Equity Distribution Agreement. During the six months ended June 30, 2013, the Partnership received net proceeds of $128 million from units issued pursuant to an Equity Distribution Agreement with Citi, which were used for general partnership purposes. As of June 30, 2013, $56 million remains available to be issued under this agreement.

Quarterly Distributions of Available Cash. Following are distributions declared by the Partnership subsequent to December 31, 2012:



Quarter Ended	Record Date	Payment Date	Cash Distributions (per common unit)
December 31, 2012	February 7, 2013	February 14, 2013	$0.460
March 31, 2013	May 6, 2013	May 13, 2013	$0.460
June 30, 2013	August 5, 2013	August 14, 2013	$0.465

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

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