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 10, 2024, Energy Transfer LP (the “Partnership”) entered into (i) an underwriting agreement (the “Senior Notes Underwriting Agreement”) with Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., PNC Capital Markets LLC and RBC Capital Markets, 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 $1.25 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) an underwriting agreement (together with the Senior Notes Underwriting Agreement, the “Underwriting Agreements”) with Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., PNC Capital Markets LLC and RBC Capital Markets, LLC, as joint book-running managers and representatives of the several underwriters named therein (together with the Senior Notes Underwriters, the “Underwriters”), with respect to the public offering (the “Junior Notes Offering” and, together with the Senior Notes Offering, the “Offerings”) by the Partnership 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 Offerings were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (File No. 333-256668) of the Partnership, which became effective on June 1, 2021, as supplemented by the Prospectus Supplement dated January 10, 2024 relating to the Senior Notes Offering and the Prospectus Supplement dated January 10, 2024 relating to the Junior Notes Offering, each as filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 10, 2024. The Offerings are each expected to close on January 25, 2024, subject to the satisfaction of customary closing conditions. The closing of the Senior Notes Offering is not conditioned on the closing of the Junior Notes Offering and the closing of the Junior Notes Offering is not conditioned on the closing of the Senior Notes Offering.
Each 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 Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The 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 Underwriters are lenders under our revolving credit facility, and certain of the underwriters or their affiliates are holders of the Series C preferred units (as defined below), Series D preferred units (as defined below) or Series E preferred units (as defined below). In addition, each of the Underwriters are acting as underwriters for each of the Offerings. Accordingly, each of the Underwriters and their affiliates may receive underwriting commissions from each of the Offerings and each of the Underwriters and their affiliates may receive a portion of the net proceeds from each of the Offerings through any repayment of borrowings under our revolving credit facility or redemption of the Series C preferred units, Series D preferred units and Series E preferred units.
The foregoing description of the Underwriting Agreements is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreements, which are attached as Exhibit 1.1 and Exhibit 1.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 8.01. | Other Events. |
On January 10, 2024, the Partnership issued a press release relating to the pricing of the Offerings contemplated by the Underwriting Agreements.
Following the pricing of the Offerings, the Partnership issued a notice to redeem all of its outstanding (i) Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series C preferred units”) at a redemption price per unit of $25.607454, which is equal to $25.00 per unit plus unpaid distributions to, but excluding, February 9, 2024 (the “Redemption Date”), and (ii) Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series D preferred units”) at a redemption price per unit of $25.619877, which is equal to $25.00 per unit plus unpaid distributions to, but excluding, the Redemption Date. Notice of redemption with respect to the Partnership’s Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Series E preferred units”) will be issued at a later date and such units will be redeemed once redeemable on May 15, 2024.
A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| 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 11, 2024 | /s/ Dylan A. Bramhall | |||
| Dylan A. Bramhall | ||||
| Executive Vice President and Group Chief Financial Officer | ||||