Prospectus Supplement
(To Prospectus dated November 8,
2017)
16,000,000 7.625% 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
16,000,000 of our 7.625% 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 $0.5931 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 7.625% 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 4.738% 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 $25.00 per unit (Series C Preferred Units), with respect to distributions and, generally, with respect to distributions
upon a liquidation event.
We intend to apply to have the Series D Preferred Units listed on the New York Stock Exchange (the
NYSE) under the symbol ETPprD. If the application is approved, we expect trading of the Series D Preferred Units on the NYSE to begin within 30 days after their original issue date. Currently, there is no public market
for the Series D Preferred Units.
We have granted the underwriters a
30-day
option to purchase
up to an additional 2,400,000 Series D Preferred Units from us on the same terms and conditions as set forth above.
Investing in
our Series D Preferred Units involves risks. See
Risk Factors
beginning on page
S-13
of this prospectus supplement and page 7 of the accompanying base
prospectus.
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Per Series D
Preferred Unit
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Total
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Public offering price
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$
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25.0000
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$
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400,000,000
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Underwriting discounts and commissions (1)
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$
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0.7654
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$
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12,246,125
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Proceeds to Energy Transfer Partners, L.P. (before expenses) (1)
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$
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24.2346
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$
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387,753,875
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(1)
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An underwriting discount of $0.7875 per Series D Preferred Unit sold in this offering (or up to $12,600,000 for all Series D Preferred Units) will be deducted from the proceeds paid to us by the underwriters.
However, the discount will be $0.3125 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 $12,246,125 and $387,753,875, respectively.The discount will be $0.7875 per Series D Preferred Unit for any sales made pursuant to the underwriters 30-day option to purchase additional Series D Preferred Units. 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 July 23, 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 July 16, 2018.