Subject to
Completion, dated June 1, 2021
Preliminary Prospectus Supplement
(To Prospectus dated June 1, 2021)
% Series H Fixed-Rate Reset
Cumulative Redeemable Perpetual Preferred Units
(Liquidation Preference $1,000 per Series H Preferred Unit)
Energy Transfer LP
We are offering
of our % Series H Fixed-Rate Reset Cumulative Redeemable
Perpetual Preferred Units, liquidation preference $1,000 per unit (the Series H Preferred Units).
Distributions on the Series H
Preferred Units are cumulative from and including the date of original issue and will be payable semi-annually in arrears on the 15th day of
and of each year, commencing on
, 2021, in each case when, as, and if declared by our general partner. A pro-rated initial distribution on the
Series H Preferred Units offered hereby will be payable on , 2021 in an amount equal to approximately $
per Series H Preferred Unit.
Distributions
on the Series H Preferred Units will be payable out of amounts legally available therefor from and including the date of original issue to, but excluding,
, 2026 (the First Reset Date), at a rate equal
to % per annum of the $1,000 liquidation preference. On and after the First Reset Date, the distribution rate on the Series H Preferred Units for each
Reset Period (as defined herein) will equal a percentage of the $1,000 liquidation preference equal to the Five-year U.S. Treasury Rate as of the most recent Reset Distribution Determination Date (as defined herein) plus a spread
of % per annum.
As described under
Description of Series H Preferred UnitsRedemptionOptional Redemption During a Redemption Period, we may, at our option, redeem the Series H Preferred Units, in whole or in part, on one or more occasions, during any Redemption
Period (as defined herein), out of amounts legally available therefor, at a redemption price of $1,000 per Series H 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 H Preferred UnitsRedemptionOptional Redemption Upon a Rating Event, we may redeem the Series
H Preferred Units, in whole but not in part, out of amounts legally available therefor, at a price of $1,020 per Series H 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 H 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, 6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit, 7.375% Series C
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit, 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit, 7.600% Series E
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference $25.00 per unit, 6.750% Series F Fixed-Rate Reset Cumulative Redeemable
Perpetual Preferred Units, liquidation preference $1,000 per unit and 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit (collectively, our Existing Preferred Units),
with respect to semi-annual distributions and, generally, with respect to distributions upon a liquidation event.
Investing in our
Series H Preferred Units involves risks. See Risk Factors beginning on page S-12 of this prospectus supplement and page 7 of the accompanying base prospectus.
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Per Series H
Preferred Unit
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Total
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Public offering price(1)
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$
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$
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Underwriting discounts
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$
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$
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Proceeds to Energy Transfer LP (before expenses)
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$
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$
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(1)
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The public offering price does not include accumulated distributions for the Series H Preferred Units.
Distributions on the Series H Preferred Units will accumulate from the original issuance date, which is expected to be , 2021.
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The Series H Preferred Units are a new issue of securities with no established trading market. We do not intend to apply for the listing of
the Series H Preferred Units on any securities exchange or for the quotation of the Series H Preferred Units on any automated dealer quotation system.
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 H 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 , 2021.
Joint
Book-Running Managers
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J.P. Morgan
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Mizuho Securities
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PNC Capital Markets LLC
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Truist Securities
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Prospectus Supplement dated , 2021.