UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Preferred Unit Underwriting Agreement
On January 7, 2020 Energy Transfer Operating, L.P. (the “Partnership”) entered into an Underwriting Agreement (the “Preferred Unit Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Natixis Securities Americas LLC and TD Securities (USA) LLC, as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Preferred Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Preferred Offering”) by the Partnership of 500,000 of its 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series F Preferred Units”) at a price to the public of $1,000 per unit, and 1,100,000 of its 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series G Preferred Units” and, together with the Series F Preferred Units, the “Preferred Units”) at a price to the public of $1,000 per unit.
The Preferred Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (File No. 333-221411) of the Partnership, which became effective on November 8, 2017, as amended by Post-Effective Amendment No. 1 thereto (as amended, the “Registration Statement”) and as supplemented by the Prospectus Supplement dated January 7, 2020 relating to the Preferred Units, filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on January 9, 2020. The Preferred Offering is expected to close on January 22, 2020, subject to the satisfaction of customary closing conditions.
The Preferred Unit Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership, as applicable, and the Preferred Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The Preferred Underwriters may, from time to time, engage in transactions with and perform services for the Partnership and its affiliates in the ordinary course of business. Affiliates of each of the Preferred Underwriters are lenders under the Partnership’s revolving credit facility and term loan and, accordingly, may receive a portion of the net proceeds from the Preferred Offering.
The foregoing description of the Preferred Unit Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreements, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Senior Notes Underwriting Agreement
Also on January 7, 2020, the Partnership and its wholly owned subsidiary, Sunoco Logistics Partners Operations L.P. (the “Operating Partnership” and, together with the Partnership, the “Partnership Parties”), entered into an underwriting agreement (the “Senior Notes Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Natixis Securities Americas LLC and TD Securities (USA) LLC, as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Senior Notes Underwriters”) with respect to the public offering (the “Senior Notes Offering”) by the Partnership of $1,000,000,000 aggregate principal amount of its 2.900% Senior Notes due 2025 (the “2025 Notes”), $1,500,000,000 aggregate principal amount of its 3.750% Senior Notes due 2030 (the “2030 Notes”), and $2,000,000,000 aggregate
principal amount of its 5.000% Senior Notes due 2050 (the “2050 Notes” and, together with the 2025 Notes and the 2030 Notes, collectively, the “Senior Notes”). The Senior Notes will initially be fully and unconditionally guaranteed by the Operating Partnership (the “Guarantees” and, together with the Senior Notes, the “Debt Securities”) on a senior unsecured basis so long as the Operating Partnership guarantees any of the Partnership’s obligations under its revolving credit facility.
The Senior Notes Offering was registered under the Securities Act pursuant to the Registration Statement, as supplemented by the Prospectus Supplement dated January 7, 2020 relating to the Senior Notes, filed with the Commission pursuant to Rule 424(b) of the Securities Act on January 9, 2020. The Senior Notes Offering is expected to close on January 22, 2020, subject to the satisfaction of customary closing conditions.
The Senior Notes Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership Parties, as applicable, and the Senior Notes Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The Senior Notes Underwriters may, from time to time, engage in transactions with and perform services for the Partnership Parties and their affiliates in the ordinary course of business. Affiliates of each of the Senior Notes Underwriters are lenders under the Partnership’s revolving credit facility and term loan and, accordingly, may receive a portion of the net proceeds from the Senior Notes Offering.
The foregoing description of the Senior Notes Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Senior Notes Underwriting Agreement, which is attached as Exhibit 1.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 1.1 |
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| 1.2 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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 OPERATING, L.P. | ||||||
| By: |
Energy Transfer Partners GP, L.P., its general partner | |||||
| By: |
Energy Transfer Partners, L.L.C, its general partner | |||||
| Date: January 10, 2020 |
By: |
/s/ Thomas E. Long Thomas E. Long | ||||
| Chief Financial Officer | ||||||