Bond Energy Transfer Partners 6.625% ( US29273RAF64 ) in USD

Energy Transfer Partners

105.653 % ▼

United States

US29273RAF64 ( in USD )

6.625% per year ( payment 2 times a year)

14/10/2036

Prospectus brochure of the bond Energy Transfer L.P US29273RAF64 en USD 6.625%, maturity 14/10/2036

1 000 USD

400 000 000 USD

29273RAF6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 105 days )

Energy Transfer L.P. is a publicly traded master limited partnership (MLP) operating in the energy industry, primarily involved in the transportation, storage, and marketing of natural gas, natural gas liquids (NGLs), crude oil, and refined products through a vast network of pipelines, terminals, and processing facilities across North America.

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29273RAF64, pays a coupon of 6.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2036

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29273RAF64, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29273RAF64, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Definitive Prospectus Supplement
424B2 1 d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-136429
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 18, 2006)
$800,000,000

ENERGY TRANSFER PARTNERS, L.P.
$400,000,000 6.125% Senior Notes due 2017
$400,000,000 6.625% Senior Notes due 2036
Fully and Unconditionally Guaranteed
by the
Subsidiaries Named Herein

We are offering $400,000,000 aggregate principal amount of our 6.125% Senior Notes due 2017, or 2017 Notes, and
$400,000,000 aggregate principal amount of our 6.625% Senior Notes due 2036, or 2036 Notes. We refer to the 2017
Notes and the 2036 Notes as the notes.
Interest on the notes will accrue from October 23, 2006 and will be payable semiannually on February 15 and August 15 of
each year, beginning on February 15, 2007, with respect to the 2017 Notes, and on April 15 and October 15 of each year,
beginning on April 15, 2007, with respect to the 2036 Notes. The 2017 Notes will mature on February 15, 2017, and the
2036 Notes will mature on October 15, 2036.
We may redeem some or all of the notes at any time at the redemption price, which includes a make-whole premium,
described under "Description of Notes--Optional Redemption" beginning on page S-10.
The notes are unsecured senior obligations. If we default, your right to payment under the notes will rank equally in the
right of payment with our other current and future unsecured senior debt.
The notes initially will be fully and unconditionally guaranteed by La Grange Acquisition, L.P., Titan Energy GP, L.L.C.,
Titan Energy Partners, L.P. and all of their direct and indirect wholly-owned subsidiaries that guarantee our obligations
under our revolving credit facility. In addition, any of our subsidiaries that become guarantors under the revolving credit
facility will also guarantee the notes. If we fail to make payment on the notes, the subsidiary guarantors must make the
payment instead. These guarantees are unsecured and unsubordinated obligations of the subsidiary guarantors.
None of the Securities and Exchange Commission, any state securities commission or any other U.S. regulatory authority
has approved or disapproved the securities nor have any of the foregoing authorities passed upon or endorsed the merits of
this offering or the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (1 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
representation to the contrary is a criminal offense.
Investing in the notes involves risks. See " Risk Factors" on page S-2 of this prospectus supplement and page 3 of
the accompanying prospectus and the other risks identified in the documents incorporated by reference herein for
information regarding risks you should consider before investing in the notes.

Per 2017 Note
Total 2017 Notes
Per 2036 Note
Total 2036 Notes
Initial Offering Price (1)

99.912%
$ 399,648,000
99.435%
$ 397,740,000
Underwriting Discount

0.65%
$
2,600,000
0.875%
$
3,500,000
Proceeds to Us (Before Expenses)

99.262%
$ 397,048,000
98.560%
$ 394,240,000
(1) Plus accrued interest from October 23, 2006, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only to purchasers through The Depository Trust
Company on or about October 23, 2006.

Joint Book-Running Managers

Banc of America Securities LLC
Credit Suisse

Wachovia Securities

Co-Managers
Deutsche Bank Securities

RBS Greenwich Capital

UBS Investment Bank
The date of this prospectus supplement is October 18, 2006.
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (2 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Prospectus Supplement Summary

S-1
Use of Proceeds

S-5
Capitalization

S-6
Ratio of Earnings to Fixed Charges

S-7
Description of Notes

S-9
Certain United States Federal Tax Considerations
S-24
Underwriting
S-29
Legal Matters
S-31
Where You Can Find More Information
S-31
Prospectus

About This Prospectus

1
About Energy Transfer Partners

1
The Subsidiary Guarantors

2
Risk Factors

3
Forward-Looking Statements

24
Use of Proceeds

26
Ratio of Earnings to Fixed Charges

26
Description of Units

28
Cash Distribution Policy

37
Description of Debt Securities

42
Material Tax Considerations

51
Investments in us by Employee Benefit Plans

65
Plan of Distribution

66
Legal Matters

66
Experts

66
Where You Can Find More Information

67

i
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (3 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents that offer varying levels of detail:

· the accompanying prospectus, which provides general information, some of which may not apply to the notes; and

· this prospectus supplement, which provides a summary of the specific terms of the notes.
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference. We have not authorized anyone else to give you different information. We
are not offering the notes in any state where the offer is not permitted. You should not assume that the information in this
prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the front of
those documents.

None of Energy Transfer Partners, L.P., the underwriters or any of their respective representatives is making any
representation to you regarding the legality of an investment in the notes by you under applicable legal investment or
similar laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an
investment in the notes.

ii
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (4 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information included or incorporated by reference in this prospectus supplement. It does not
contain all of the information that is important to you. You should read carefully the entire prospectus supplement, the
accompanying prospectus, the documents incorporated by reference and the other documents to which we refer for a more
complete understanding of this offering.
Unless the context otherwise requires, the words, "we," "us," "our" and similar terms, as well as references to the
"Partnership" refer to Energy Transfer Partners, L.P. and all of its operating limited partnerships and subsidiaries. With
respect to the cover page and in the section entitled "Prospectus Supplement Summary--The Offering" "we," "our," and
"us" refer only to Energy Transfer Partners, L.P. and not to any of its limited partnerships or subsidiaries.
The Company
Overview
We are one of the three largest publicly traded master limited partnerships in the United States in terms of market
capitalization. We are engaged in the natural gas midstream, transportation and storage businesses through our operating
subsidiary, La Grange Acquisition, L.P. ("ETC OLP"), and are a retail marketer of propane in the United States through
our operating subsidiaries, Heritage Operating, L.P. ("HOLP") and Titan Propane LLC ("Titan"). We became a publicly
traded master limited partnership in conjunction with an initial public offering as Heritage Propane Partners, L.P. in June
of 1996. In January 2004, we combined the natural gas midstream and transportation operations of ETC OLP with the
retail propane operations of the Partnership. In March 2004, we changed our name to Energy Transfer Partners, L.P.
ETC OLP's operations are divided into two business segments, consisting of the midstream segment and the transportation
and storage segment. We own and/or operate approximately 11,700 miles of natural gas gathering and transportation
pipelines, plus an additional 550 miles under construction, three natural gas processing plants, two of which are currently
connected to our gathering systems, fourteen natural gas treating facilities and three natural gas storage facilities. Our
midstream segment focuses on the gathering, compression, treating, blending, processing and marketing of natural gas and
is currently concentrated in the Austin Chalk trend of southeast Texas, the Permian Basin of west Texas, the Barnett Shale
in north Texas and the Bossier sands area in east Texas. Our transportation and storage segment focuses on the
transportation of natural gas between major markets from various natural gas producing areas through connections with
other pipeline systems as well as through our Oasis Pipeline, East Texas Pipeline System, the ET Fuel System, the HPL
System and our Fort Worth Basin Pipeline. Our storage facilities consist of the Bammel Gas Storage Facility, the Bethel
Storage Facility and the Bryson Storage Facility.
Through HOLP and Titan, we are one of the three largest retail propane marketers in the United States based upon gallons
sold, serving more than 1,000,000 customers from approximately 440 customer service locations in 40 states. Our propane
operations extend from coast to coast and Alaska, with concentrations in the western, upper midwestern, northeastern and
southeastern regions of the United States.
We are a limited partnership formed under the laws of the State of Delaware. Our executive offices are located at 2838
Woodside Street, Dallas, Texas 75204. Our telephone number is (214) 981-0700. We maintain a website at http://www.
energytransfer.com that provides information about our business and operations. Information contained on this website,
however, is not incorporated into or otherwise a part of this prospectus supplement or the accompanying prospectus.
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (5 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
Recent Developments
Completion of First Phase of Expansion Project. On August 31, 2006, we announced that we completed the first phase of
our previously announced 42-inch pipeline construction project. The completed segment, comprised of 97 miles of 42-inch
natural gas pipeline, connects our 30-inch pipeline in Freestone County, our Bethel Storage Facility and our 30-inch
pipeline in Rusk County. The completion of this first phase provides us with additional take-away capacity to transport gas
out of the Barnett Shale and Bossier Sands producing areas. Additionally, because of increased transportation
commitments, the board of directors of our general partner has approved a plan to upsize the recently announced 157-mile
36-inch pipeline expansion of this project to a 42-inch pipeline for the section that runs from Limestone County, Texas to
the interconnect with our Texoma pipeline, northeast of Beaumont. The increase will bring the estimated total cost of the
project from $895.0 million to $1.0 billion.
Announced Acquisition of the Transwestern Pipeline. On September 15, 2006, we announced that we entered into
agreements with GE Energy Financial Services and Southern Union Company to acquire Transwestern Pipeline Company,
LLC, which owns and operates the Transwestern Pipeline, a 2,500-mile interstate pipeline that connects supply areas in the
San Juan Basin in southern Colorado and northern New Mexico, the Anadarko Basin in the mid-continent and the Permian
Basin in west Texas to markets in the Midwest, Texas, Arizona, New Mexico and California. The transactions, valued at
$1.465 billion, are subject to various regulatory approvals prior to closing.
Recently Announced Capital Projects. On September 20, 2006, we announced two internal growth projects consisting of
the construction of a natural gas processing facility in Johnson County, Texas and a 36-inch pipeline expansion connecting
the Barnett Shale to our 30-inch Texoma pipeline. The processing facility, which will process rich natural gas produced
from the Barnett Shale and connect to our existing pipeline infrastructure, is expected to cost approximately $65 million.
The pipeline expansion, which consists of a 135-mile pipeline that will connect our existing Fort Worth Basin system to
our 30-inch Texoma pipeline in Lamar County, Texas, is expected to cost approximately $300 million.
Increase in Unitholder Distribution. On September 21, 2006, we announced a $0.45 increase in the annual cash
distribution paid on our outstanding limited partner units, to $3.00 annually. This latest increase will go into effect with our
next quarterly distribution for the quarter ending August 31, 2006. The new quarterly distribution of $0.75 per common
unit was paid on October 16, 2006.
Agreement with CenterPoint Energy Resources Corp. On October 3, 2006, we announced that our subsidiary, Houston
Pipe Line Company LP, entered into a long-term agreement with CenterPoint Energy Resources Corp. to provide the
natural gas utility with firm transportation and storage services on our HPL System. Under the terms of the agreement,
CenterPoint Energy has contracted for 129 Bcf per year of firm transportation capacity with 10 Bcf of working gas storage
capacity in our Bammel Storage Facility.
Regulatory Matters. As part of industry-wide inquiries into the natural gas market disruptions occurring around the times
of the hurricanes of late 2005, we have participated in discussions with, and have provided information to, industry
regulators concerning transactions by our subsidiaries during the first and second quarters of our 2006 fiscal year. We
believe, after due inquiry, that our transactions complied in all material respects with applicable rules and regulations.
These regulatory inquiries have not yet been concluded. We are presently involved in discussions with the industry
regulators to resolve the matter. Although we are unable to predict the final outcome of these inquiries, and while
potentially materially affecting quarterly results of operations, we do not expect that any expenditures incurred in
connection therewith will have a material impact on our financial condition in any future periods.
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (6 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Risk Factors
We have not reported any financial information with respect to our contemplated acquisition of Transwestern Pipeline
Company, LLC. In addition, our fiscal year ended on August 31, 2006, and we have not reported our financial condition as
of such date, nor have we reported our results of operations for the year then ended.

S-2
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (7 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
The Offering
We provide the following summary solely for your convenience. This summary is not a complete description of the notes.
You should read the full text and more specific details contained elsewhere in the prospectus and this prospectus
supplement. For a more detailed description of the notes, see the section entitled "Description of Notes" in this prospectus
supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.
Issuer
Energy Transfer Partners, L.P.
Notes Offered
We are offering $800,000,000 aggregate principal amount of notes of the
following series:

· $400,000,000 6.125% Senior Notes due 2017; and

· $400,000,000 6.625% Senior Notes due 2036.
Maturity
The 2017 Notes will mature on February 15, 2017, and the 2036 Notes will
mature on October 15, 2036.
Interest Rate
Interest on the 2017 Notes will accrue at the per annum rate of 6.125%, and
interest on the 2036 Notes will accrue at the per annum rate of 6.625%.
Interest Payment Dates
Interest on the notes will accrue from the issue date of the notes and be
payable semiannually on February 15 and August 15 of each year, beginning
on February 15, 2007, with respect to the 2017 Notes, and on April 15 and
October 15 of each year, beginning on April 15, 2007, with respect to the
2036 Notes.
Subsidiary Guarantees
The notes will be fully and unconditionally guaranteed by ETC OLP, Titan
Energy GP, L.L.C., Titan Energy Partners, L.P. and all of their direct and
indirect wholly-owned subsidiaries that guarantee our obligations under
Energy Transfer Partners, L.P.'s revolving credit facility (the "ETP Revolving
Credit Facility"). In addition, any of our subsidiaries that become guarantors
under the ETP Revolving Credit Facility will also guarantee the notes. If we
cannot make payments on the notes when they are due, the subsidiary
guarantors must make them instead. The guarantee of the notes by all or any
of the subsidiary guarantors will be released if certain conditions are met.
HOLP, its direct and indirect subsidiaries and Heritage Holdings, Inc. will not
guarantee the notes. Please read "Description of Notes--Guarantees."

http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (8 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Ranking
The notes and the subsidiary guarantees will be unsecured and unsubordinated
obligations of Energy Transfer Partners, L.P. and the subsidiary guarantors,
respectively. The notes will rank equally with all of our other existing and
future unsubordinated indebtedness and the subsidiary guarantees will rank
equally with all of the other existing and future unsubordinated indebtedness
of the subsidiary guarantors. The notes will effectively rank junior to the
indebtedness and other obligations, including trade payables, of our
subsidiaries that do not guarantee the notes, including HOLP, its subsidiaries
and Heritage Holdings, Inc. Please read "Description of Notes--Ranking."

S-3
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (9 of 187)10/27/2006 4:19:04 AM

Definitive Prospectus Supplement
Table of Contents
Optional Redemption
We may redeem the notes in whole, at any time, or in part, from time to time,
prior to maturity, at a redemption price with respect to the notes that includes
accrued and unpaid interest and a make-whole premium. Please read
"Description of Notes--Optional Redemption."
Certain Covenants
We will issue the notes under a supplement to an indenture with U.S. Bank
National Association, as successor-by-merger to Wachovia Bank, National
Association, as trustee. The covenants in the indenture supplement include a
limitation on liens and a restriction on sale-leasebacks. Each covenant is
subject to a number of important exceptions, limitations and qualifications
that are described in "Description of Notes" under the heading "Certain
Covenants."
Use of Proceeds
We anticipate using the proceeds of this offering:

· to repay indebtedness and accrued interest outstanding under the ETP Revolving

Credit Facility;

· to pay expenses associated with this offering; and

· for general partnership purposes.

Please read "Use of Proceeds."

S-4
http://www.sec.gov/Archives/edgar/data/1012569/000119312506210836/d424b2.htm (10 of 187)10/27/2006 4:19:04 AM

Document Outline

sec.gov
- #1">Definitive Prospectus Supplement