Filed by Energy Transfer Operating, L.P.
pursuant to Rule 425 under the Securities Act
of 1933
Subject Company: Energy Transfer LP
Commission File No.: 001-32740
Date: March 11, 2019
Energy Transfer Operating, L.P. Announces Early Participation Results of Exchange
Offers and Consent Solicitations for Senior Notes of Energy Transfer LP and
Extends Early Consent Benefits to Remaining Holders
DALLAS, TEXASMarch 11, 2019Energy 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 holders 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 ETOs 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.
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Title of Series of Existing ET Notes/CUSIP Number(s)
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Aggregate principal amount of such
series of Existing ET Notes tendered and
consenting as of the
Early Tender
Deadline
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Percentage of total outstanding principal
amount of such series of Existing ET Notes
tendered
and consenting as of the Early
Tender Deadline
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7.500% Senior Notes due 2020 / 29273VAC4
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$
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1,129,011,000
|
|
|
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95.1
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%
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4.250% Senior Notes due 2023 / 29273VAG5
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$
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990,743,000
|
|
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99.1
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%
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5.875% Senior Notes due 2024 / 29273VAD2 / 29273VAE0
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$
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1,125,880,000
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|
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97.9
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%
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5.500% Senior Notes due 2027 / 29273VAF7
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$
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952,930,000
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|
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95.3
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%
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The Exchange
Offers and Consent Solicitations are being made pursuant to the terms and conditions set forth in ETOs 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