UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 25, 2024, Energy Transfer LP (the “Partnership”) completed its previously reported separate and concurrent (i) underwritten public offering (the “Senior Notes Offering”) of $1.25 billion aggregate principal amount of its 5.550% Senior Notes due 2034 (the “2034 Notes”) and $1.75 billion aggregate principal amount of its 5.950% Senior Notes due 2054 (the “2054 Notes” and, together with the 2034 Notes, the “Senior Notes”), and (ii) underwritten public offering (the “Junior Subordinated Notes Offering” and, together with the Senior Notes Offering, the “Offerings”) of $800 million aggregate principal amount of its 8.000% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “Junior Subordinated Notes” and, together with the Senior Notes, the “Notes”). The Notes were issued under the Indenture, dated as of December 14, 2022 (the “Indenture”), between the Partnership and U.S. Bank Trust Company, National Association, as trustee, as supplemented by (a) in the case of the Senior Notes, the Third Supplemental Indenture, dated as of January 25, 2024 (the “Third Supplemental Indenture”), and (b) in the case of the Junior Subordinated Notes, the Fourth Supplemental Indenture, dated as of January 25, 2024 (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture, the “Supplemental Indentures”).
The Offerings were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3ASR (File No. 333-256668) of the Partnership, which became effective on June 1, 2021, as supplemented by (i) the Prospectus Supplement, dated January 10, 2024, relating to the Senior Notes Offering (together with the accompanying prospectus, dated June 1, 2021, the “Senior Notes Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 12, 2024, and (ii) the Prospectus Supplement, dated January 10, 2024, relating to the Junior Subordinated Notes Offering (together with the accompanying prospectus, dated June 1, 2021, the “Junior Subordinated Notes Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 12, 2024. Legal opinions related to the Senior Notes and the Junior Subordinated Notes are included as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.
The terms of the Notes and the Supplemental Indentures are further described in the Senior Notes Prospectus Supplement or Junior Subordinated Notes Prospectus Supplement, as applicable, under the captions “Description of the Notes” and “Description of Debt Securities.” Such descriptions do not purport to be complete and are qualified by reference to the Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, copies of which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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 LP | ||
| By: LE GP, LLC, its general partner | ||
| Date: January 25, 2024 | /s/ Dylan A. Bramhall | |
| Dylan A. Bramhall | ||
| Executive Vice President and Group Chief Financial Officer | ||