Energy Transfer Operating, L.P. (formerly, Energy Transfer
Partners, L.P., and a subsidiary of Energy Transfer LP) (“ETO”)
today announced that, in connection with its previously announced
offers to exchange any and all validly tendered and accepted 7.500%
Senior Notes due 2020, 4.250% Senior Notes due 2023, 5.875% Senior
Notes due 2024 and 5.500% Senior Notes due 2027 (collectively, the
“Existing ET Notes”) issued by Energy Transfer LP (formerly, Energy
Transfer Equity, L.P.) (NYSE: ET) for new senior notes to be issued
by ETO (collectively, the “New ETO Notes”), and the related
solicitations of consents to amend the indenture governing the
Existing ET Notes (together, the “Exchange Offers and Consent
Solicitations”), it has received the requisite number of consents
to adopt certain amendments to the indentures governing the
Existing ET Notes, subject to each holder’s right to withdraw
previously tendered Existing ET Notes.
Based upon the substantial participation to date and the
amendments contemplated in the Exchange Offers and Consent
Solicitations, ETO is allowing additional time for investors to
participate on the same terms as the approximately 97% of holders
of Existing ET Notes that have already agreed to exchange by
extending the deadline to receive the Early Tender Premium (as
defined below) to 11:59 p.m., New York City time, on March 22,
2019, the same time as the Expiration Deadline (as defined below)
for the Exchange Offers and Consent Solicitations, unless further
extended.
Except as described in this press release relating to the
extension of the deadline to receive the Early Tender Premium, no
changes have been made to the terms and conditions of the Exchange
Offers and Consent Solicitations, which are set forth in ETO’s
Registration Statement on Form S-4 (File No. 333-229843) (the
“Registration Statement”), which was filed with the Securities and
Exchange Commission (“SEC”) on February 25, 2019, and was amended
by Amendment No. 1 to the Registration Statement on March 7, 2019,
but has not yet been declared effective.
The early consent deadline had been 5:00 p.m., New York City
time, on March 8, 2019 (the “Original Early Tender Deadline”). The
aggregate principal amount of the Existing ET Notes that have been
validly tendered and not validly withdrawn as of the Original Early
Tender Deadline is listed in the table below.
Title of Series of Existing ET Notes/CUSIP Number(s)
Aggregate principal amount of such
series of Existing ET Notes tendered and consenting as of the Early
Tender Deadline
Percentage of total outstanding principal amount
of such series of Existing ET Notes tendered and consenting as of
the Early Tender Deadline 7.500% Senior Notes due 2020 /
29273VAC4 $1,129,011,000 95.1% 4.250% Senior Notes due 2023 /
29273VAG5 $990,743,000 99.1% 5.875% Senior Notes due 2024 /
29273VAD2 / 29273VAE0 $1,125,880,000 97.9% 5.500% Senior Notes due
2027 / 29273VAF7 $952,930,000 95.3%
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and conditions set forth in ETO’s preliminary
prospectus, dated as of February 25, 2019 (the “Prospectus”), which
forms a part of the Registration Statement. The Exchange Offers and
Consent Solicitations commenced on February 25, 2019, and will
expire at 11:59 p.m. New York City time on March 22, 2019, unless
extended (the “Expiration Deadline”). Tendered Existing ET Notes
may be validly withdrawn at any time prior to the Expiration Date.
However, consents to the applicable amendments to the indenture
governing the terms of the Existing ET Notes may not be revoked
after the Early Tender Deadline even if holders validly withdraw
tenders of any particular series of Existing ET Notes. Requests for
documents may be directed to the Information Agent at the address
and telephone numbers provided above. The consideration for each
$1,000 principal amount of Existing ET Notes validly tendered at or
prior to the Expiration Date and not validly withdrawn will be
$1,000 principal amount of New ETO Notes (the “Total
Consideration”), which includes an early participation premium of
$30 principal amount of New ETO Notes of the applicable series (the
“Early Tender Premium”).
The Dealer Managers for the Exchange Offers and the Solicitation
Agents for the Consent Solicitations are:
Citigroup388 Greenwich Street, 7th FloorNew York, New York
10013Attn: Liability Management GroupCollect: (212)
723-6106Toll-Free: (800) 558-3745
J.P. MorganJ.P. Morgan
Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Collect: (212) 834-3424
Toll-Free: (866) 834-4666
TD SecuritiesTD Securities (USA) LLC
31 West 52nd Street
New York, New York 10019
Attn: Liability Management Group
Toll-Free: (855) 495-9846
The Information Agent and Exchange Agent for the Exchange Offers
and Consent Solicitations is:
Global Bondholder Services Corporation65 Broadway,
Suite 404New York, New York 10006Banks and Brokers Call Collect:
(212) 430-3774All Others Call Toll-Free: (866) 924-2200
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
Exchange Offers may be made only pursuant to the terms of the
Prospectus and the other related materials. A Registration
Statement relating to the New ETO Notes has been filed with the SEC
but has not yet become effective. The New ETO Notes may not be
sold, nor may offers to buy be accepted, prior to the time the
Registration Statement is declared effective by the SEC.
Energy Transfer Operating, L.P. (ETO) owns and operates
one of the largest and most diversified portfolios of energy assets
in the United States. Strategically positioned in all of the major
U.S. production basins, its core operations include complementary
natural gas midstream, intrastate and interstate transportation and
storage assets; crude oil, natural gas liquids (NGL) and refined
product transportation and terminalling assets; NGL fractionation;
and various acquisition and marketing assets. Energy Transfer
Operating, L.P.’s general partner is owned by Energy Transfer LP
(NYSE: ET).
Energy Transfer LP (NYSE: ET) owns and operates one of
the largest and most diversified portfolios of energy assets in the
United States, with a strategic footprint in all of the major U.S.
production basins, ET is a publicly traded limited partnership with
core operations that include complementary natural gas midstream,
intrastate and interstate transportation and storage assets; crude
oil, natural gas liquids (NGL) and refined product transportation
and terminalling assets; NGL fractionation; and various acquisition
and marketing assets. ET, through its ownership of Energy Transfer
Operating, L.P., formerly known as Energy Transfer Partners, L.P.,
also owns the general partner interests, the incentive distribution
rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and
the general partner interests and 39.7 million common units of USA
Compression Partners, LP (NYSE: USAC).
Forward-Looking Statements
Statements about the Exchange Offers and Consent Solicitations
may be forward-looking statements. Forward-looking statements can
be identified by words such as “anticipates,” “believes,”
“intends,” “projects,” “plans,” “expects,” “continues,”
“estimates,” “goals,” “forecasts,” “may,” “will” and other similar
expressions. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
uncertainties and factors, many of which are outside the control of
ETO, and a variety of risks that could cause results to differ
materially from those expected by management of ETO. Important
information about issues that could cause actual results to differ
materially from those expected by management of ETO can be found in
ETO’s public periodic filings with the SEC, including its Annual
Report on Form 10-K. ETO undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operating results over time.
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Energy Transfer Operating, L.P.Investor
Relations:William Baerg, Brent Ratliff, Lyndsay Hannah,
214-981-0795orMedia Relations:Vicki Granado and Lisa
Dillinger, 214-840-5820
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