Obligation Energy Transfer 7.5% ( US29273RAJ86 ) en USD

Energy Transfer

114.014 % ▲

Etas-Unis

US29273RAJ86 ( en USD )

7.5% par an ( paiement semestriel )

01/07/2038

Prospectus brochure de l'obligation Energy Transfer US29273RAJ86 en USD 7.5%, échéance 01/07/2038

1 000 USD

550 000 000 USD

29273RAJ8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/07/2024 ( Dans 43 jours )

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAJ86, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/07/2038

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAJ86, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAJ86, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 h50858b5e424b5.htm PROSPECTUS SUPPLEMENT
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Table of Contents
A filing fee of $58950, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection
with the securities offered from Registration Statement File No. 333-147990 by means of this prospectus
supplement.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-147990

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2007) $1,500,000,000

Energy Transfer Partners, L.P.
6.000% Senior Notes due 2013
6.700% Senior Notes due 2018
7.500% Senior Notes due 2038
We are offering $350,000,000 aggregate principal amount of our 6.000% Senior Notes due 2013, or 2013 notes,
$600,000,000 aggregate principal amount of our 6.700% Senior Notes due 2018, or 2018 notes, and $550,000,000
aggregate principal amount of our 7.500% Senior Notes due 2038, or 2038 notes. We refer to the 2013 notes, 2018
notes and 2038 notes, collectively, as the notes.
Interest on the notes will accrue from March 28, 2008 and will be payable semiannually on January 1 and July 1
of each year, beginning on July 1, 2008. The 2013 notes will mature on July 1, 2013, the 2018 notes will mature
on July 1, 2018, and the 2038 notes will mature on July 1, 2038.
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" beginning on page S-20.
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 will not initially be
guaranteed by our subsidiaries.
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 representation to the contrary is a criminal
offense.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-
9 of this Prospectus Supplement and on page 4 of the accompanying
Prospectus and the other risks identified in the documents incorporated by
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reference herein for information regarding risks you should consider before
investing in the notes.

Per

Total

Per

Total

Per

Total

2013 Note
2013 Notes 2018 Note 2018 Notes 2038 Note 2038 Notes

Price to Public(1)
99.811 % $ 349,338,500 99.706 % $ 598,236,000 98.956 % $ 544,258,000
Underwriting Discount
0.600 % $ 2,100,000 0.650 % $ 3,900,000 0.875 % $ 4,812,500
Proceeds to Energy
Transfer Partners, L.P.
(Before Expenses)
99.211 % $ 347,238,500 99.056 % $ 594,336,000 98.081 % $ 539,445,500

(1) Plus accrued interest from March 28, 2008, 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 March 28, 2008.

Joint Book-Running Managers
Wachovia Securities Credit SuisseJPMorganUBS Investment Bank

Co-Managers
Banc of America Securities
LLC

BMO Capital

Markets

BNP

PARIBAS

Citi
Deutsche Bank

Securities

Morgan

Stanley

RBS Greenwich

Capital

Wells Fargo

Securities

The date of this prospectus supplement is March 25, 2008.
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TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement

ii
Prospectus Supplement Summary
S-1
Risk Factors
S-9
S-
Use of Proceeds
14
S-
Ratio of Earnings to Fixed Charges
14
S-
Capitalization
15
S-
Description of Other Indebtedness
16
S-
Description of Notes
20
S-
Certain United States Federal Income Tax Considerations
35
S-
Underwriting
39
S-
Legal Matters
41
S-
Experts
41
S-
Where You Can Find More Information
41

Prospectus
About This Prospectus

1
Energy Transfer Partners, L.P.

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

4
Use of Proceeds
30
Ratio of Earnings to Fixed Charges
31
Description of Units
32
Cash Distribution Policy
39
Description of the Debt Securities
43
Material Income Tax Considerations
49
Investments In Us By Employee Benefit Plans
64
Legal Matters
66
Experts
66
Where You Can Find More Information
66
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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. If the description of this offering varies between
this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement. You should not assume that any information contained in the documents incorporated
by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than
the respective dates of those documents. Our business, financial condition, results of operations and prospects
may have changed since those dates.
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 laws. You
should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment
in the notes.
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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 herein 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 sections entitled "Prospectus
Supplement Summary -- The Offering," "Description of Notes" and "Underwriting," "we," "our" and
"us" refer only to Energy Transfer Partners, L.P. and not to any of its operating limited partnerships or
subsidiaries.

The Company
Overview
We are a publicly traded limited partnership that owns and operates a diversified portfolio of energy
assets. Our natural gas operations include intrastate natural gas gathering and transportation pipelines, an
interstate pipeline, natural gas treating and processing assets located in Texas, New Mexico, Arizona,
Louisiana, Utah and Colorado, and three natural gas storage facilities located in Texas. These assets
include approximately 14,100 miles of intrastate pipeline in service, with an additional 500 miles of
intrastate pipeline under construction, and 2,400 miles of interstate pipelines. We are also one of the three
largest retail marketers of propane in the United States, serving more than one million customers across
the country. In November 2007, we changed our fiscal year end from a year ending August 31 to a year
ending December 31.
Our Business

Midstream Operations
We own and operate approximately 6,260 miles of in-service natural gas gathering pipelines, three
natural gas processing plants, five natural gas treating facilities, and ten natural gas conditioning
facilities. Our midstream segment focuses on the gathering, compression, treating, blending, processing
and marketing of natural gas, and our operations are currently concentrated in the Austin Chalk trend of
southeast Texas, the Permian Basin of west Texas, the Barnett Shale in north Texas, the Bossier Sands in
east Texas, and the Uinta and Piceance Basins in Utah and Colorado.
Our midstream segment accounted for approximately 15% of our total consolidated operating income for
the year ended August 31, 2007 and approximately 23% of our total consolidated operating income for
the four months ended December 31, 2007. Our midstream segment results are derived primarily from
margins that we realize for natural gas volumes that are gathered, transported, purchased and sold through
our pipeline systems, processed at our processing and treating facilities, and the volumes of natural gas
liquids, or NGLs, processed at our facilities. We also market natural gas on our pipeline systems in
addition to other pipeline systems to realize incremental revenue on gas purchased, increase pipeline
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utilization and provide other services that are valued by our customers. In addition, we generate income
from limited trading activities, principally from the use of derivatives, in accordance with our commodity
risk management policy.
Our midstream segment consists of the following operations and assets:

· The Southeast Texas System, a 4,300-mile integrated system located in southeast Texas that
gathers, compresses, treats, processes and transports natural gas from the Austin Chalk trend. The
Southeast Texas System is a large natural gas gathering system covering thirteen counties
between Austin and Houston. The system includes the La Grange processing plant, five treating
facilities and three conditioning facilities. This system is connected to the Katy Hub through the
168-mile East Texas pipeline and is also connected to the Oasis pipeline, as well as two power
plants.
S-1
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The La Grange processing plant is a cryogenic natural gas processing plant that processes the rich
natural gas that flows through our system to produce residue gas and NGLs. The plant has a
processing capacity of approximately 240 MMcf/d. Our five treating facilities have an aggregate
capacity of 700 MMcf/d. These treating facilities remove carbon dioxide and hydrogen sulfide
from natural gas gathered into our system before the natural gas is introduced to transportation
pipelines to ensure that the gas meets pipeline quality specifications. Our three conditioning
facilities have an aggregate capacity of 450 MMcf/d. These conditioning facilities remove heavy
hydrocarbons from the gas gathered into our systems so the gas can be redelivered and meet
downstream pipeline hydrocarbon dew point specifications.

· The North Texas System, a 160-mile integrated system located in four counties in North Texas
that gathers, compresses, treats, processes and transports natural gas from the Barnett Shale trend.
The system includes our Godley plant, as discussed below.

The Godley plant was built in two phases to process rich natural gas produced from the Barnett
Shale and is connected with the North Texas System and the ET Fuel System. The facility
consists of a cryogenic processing plant with processing capacity of approximately 300 MMcf/d.
Construction is in progress to increase the aggregate processing capacity to approximately
500 MMcf/d and is scheduled to be completed in the third quarter of 2008.

· The Canyon Gathering System consists of approximately 1,800 miles of gathering pipeline
ranging in diameters from two inches to 16 inches in the Piceance-Uinta Basin of Colorado and
Utah and six conditioning plants with an aggregated processing capacity of 90 MMcf/d. The
system currently gathers approximately 130 MMcf/d from 1,400 wells and is connected to five
major pipeline systems.

· Interests in various midstream assets located in New Mexico, Texas and Louisiana, including the
New Mexico Gathering System, the Rusk County Gathering System, the Whiskey Bay System,
and the Chalkley Transmission System. On a combined basis, these assets have a capacity of
approximately 450 MMcf/d.

· Marketing operations through our producer services business, in which we market the natural gas
that flows through our pipeline systems, referred to as on-system gas, and attract other customers
by marketing volumes of natural gas that do not move through our pipeline systems, referred to as
off-system gas. For both on-system and off-system gas, we purchase natural gas from natural gas
producers and other supply points and sell the natural gas to utilities, industrial consumers, other
marketers and pipeline companies, thereby generating gross margins based upon the difference
between the purchase and resale prices.

Substantially all of our on-system marketing efforts involve natural gas that flows through either
the Southeast Texas System or our intrastate transportation pipelines. For the off-system gas, we
purchase gas or act as an agent for small independent producers that do not have marketing
operations. We develop relationships with natural gas producers to facilitate the purchase of their
production on a long-term basis.

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Intrastate Transportation and Storage Operations
We own and operate approximately 7,600 miles of intrastate natural gas transportation pipelines, three
natural gas storage facilities and six natural gas treating facilities. We own the largest intrastate pipeline
system in the United States with interconnects to major consumption areas throughout the United States.
Our intrastate 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, our East Texas pipeline, our natural gas pipeline and storage assets
that are referred to as the ET Fuel System, and natural gas pipeline and storage assets that are referred to
as the HPL System, which are described below.
S-2
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Document Outline

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