Subject to
Completion, dated July 16, 2018
Prospectus Supplement
(To Prospectus dated November 8, 2017)
% Series D
Fixed-to-Floating
Rate
Cumulative Redeemable Perpetual Preferred Units
(Liquidation Preference $25.00 per Series D Preferred Unit)
Energy Transfer Partners, L.P.
We are offering
of our % Series D
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit (the Series D Preferred Units).
Distributions on the Series D Preferred Units are cumulative from and including the date of original issue and will be payable quarterly in
arrears on the 15th day of February, May, August and November of each year, commencing on November 15, 2018, in each case when, as, and if declared by our general partner. A
pro-rated
initial distribution
on the Series D Preferred Units offered hereby will be payable on November 15, 2018 in an amount equal to approximately
$ per Series D Preferred Unit. Distributions on the Series D Preferred Units will be payable out of amounts legally
available therefor from and including the date of original issue to, but excluding, August 15, 2023, at a rate equal to % per annum of the stated liquidation preference. On
and after August 15, 2023, distributions on the Series D Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a
spread of % per annum.
At any time on or after August 15,
2023, we may redeem the Series D Preferred Units, in whole or in part, out of amounts legally available therefor, at a redemption price of $25.00 per Series D Preferred Unit plus an amount equal to all accumulated and unpaid distributions
thereon to, but excluding, the date of redemption, whether or not declared. In addition, upon the occurrence of certain ratings agency events as described under Description of Series D Preferred UnitsRedemptionOptional
Redemption Upon a Rating Event, we may redeem the Series D Preferred Units, in whole but not in part, out of amounts legally available therefor, at a price of $25.50 per Series D Preferred Unit plus an amount equal to all accumulated
and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared.
The Series D Preferred Units will
rank on parity to our 6.250% Series A
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit (Series A
Preferred Units), our 6.625% Series B
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit (Series
B Preferred Units), and our 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit (Series C Preferred Units), with respect to distributions and,
generally, with respect to distributions upon a liquidation event.
We intend to apply to have the Series D Preferred Units listed on
the New York Stock Exchange (the NYSE) under the symbol ETPprD. If the application is approved, we expect trading of the Series D Preferred Units on the NYSE to begin within 30 days after their original issue date.
Currently, there is no public market for the Series D Preferred Units.
We have granted the underwriters a
30-day
option to purchase up to an additional Series D Preferred Units from us on the
same terms and conditions as set forth above.
Investing in our Series
D Preferred Units involves risks. See
Risk Factors
beginning on page
S-13
of this prospectus supplement and page 7 of the accompanying base prospectus.
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Per Series D
Preferred Unit
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions (1)
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$
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$
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Proceeds to Energy Transfer Partners, L.P. (before expenses) (1)
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$
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$
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(1)
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An underwriting discount of $ per Series D Preferred Unit sold in this offering (or up to
$ for all Series D Preferred Units) will be deducted from the proceeds paid to us by the underwriters. However, the discount will
be $ per Series D Preferred Unit for sales to institutions. As a result of sales to certain institutions, the total
underwriting discount and the total proceeds to us (after deducting such discount but before offering expenses) will equal $ and
$ , respectively. We refer you to Underwriting beginning on page S-46 of this prospectus supplement for additional
information regarding underwriter compensation.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Series D Preferred Units to the purchasers in book-entry form through the facilities of The
Depository Trust Company (DTC) and its direct participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream Banking, a société anonyme
(Clearstream), on or about , 2018.
Joint Book-Running
Managers
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BofA Merrill Lynch
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J.P. Morgan
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Morgan Stanley
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RBC Capital Markets
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Wells Fargo Securities
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Prospectus Supplement dated
, 2018.