Obligation Energy Transfer Partners 4.25% ( US29273VAG59 ) en USD

Energy Transfer Partners

100 % ▲

Etas-Unis

US29273VAG59 ( en USD )

4.25% par an ( paiement semestriel )

14/03/2023 - Obligation échue

Prospectus brochure de l'obligation Energy Transfer L.P US29273VAG59 en USD 4.25%, échue

1 000 USD

1 000 000 000 USD

29273VAG5

N/A

Energy Transfer LP est une société américaine de pipelines et d'infrastructures énergétiques qui transporte du pétrole brut, du gaz naturel et des produits pétroliers raffinés à travers un vaste réseau d'oléoducs, de terminaux et d'autres installations aux États-Unis et au Canada.

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29273VAG59, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2023

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424B5 1 d445642d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-216451
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities to Be Registered

Offering Price
Registration Fee(1)
4.25% Senior Notes due 2023

$1,000,000,000
$124,500

(1)
The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from
Registration Statement File No. 333-216451 by means of this prospectus supplement.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 3, 2017)
$1,000,000,000

Energy Transfer Equity, L.P.
4.25% Senior Notes due 2023

We are offering $1,000,000,000 aggregate principal amount of our 4.25% Senior Notes due 2023 (the "notes"). Interest on the notes will be
payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2018. The notes will mature on March 15, 2023.
We may redeem the notes, in whole or in part, at our option at any time and from time to time prior to their maturity at the applicable redemption
prices set forth in this prospectus supplement, plus accrued and unpaid interest, if any, to the redemption date. Please read the section entitled
"Description of Notes--Optional Redemption."
The notes initially will be secured on a first-priority basis with the loans and obligations under our senior secured revolving credit facility (our
"revolving credit facility"), our senior secured term loan facility (our "term loan facility") and our existing senior notes, by a lien on substantially
all of our and certain of our subsidiaries' tangible and intangible assets that from time to time secure our obligations under such indebtedness,
subject to certain exceptions and permitted liens and subject to the terms of a collateral agency agreement. The liens securing the notes will be
released in full if liens do not secure more than a threshold level of senior obligations (so long as liens securing our existing senior notes are
similarly released), after which the notes will be unsecured. The notes will be our senior obligations, ranking equally in right of payment with our
other existing and future unsubordinated indebtedness and senior to any of our future subordinated indebtedness.
If we experience a Change of Control together with a Rating Decline, each as defined herein, we must offer to repurchase the notes at an offer
price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of Notes
--Covenants--Change of Control."
The obligations to make payments of principal, premium, if any, and interest on the notes are solely our obligations. The notes initially will not be
guaranteed by any of our subsidiaries.
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 prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement
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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 Note

Total

Price to Public(1)

100.0%
$1,000,000,000
Underwriting Discount

1.0%
$
10,000,000
Proceeds to Energy Transfer Equity, L.P. (before expenses)

99.0%
$ 990,000,000

(1)
Plus accrued interest from October 18, 2017, if any.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company on or
about October 18, 2017.

Joint Book-Running Managers

Morgan Stanley

Mizuho Securities
Credit Suisse

Goldman Sachs & Co. LLC

MUFG
Natixis
Scotiabank

SMBC Nikko

TD Securities
Co-Managers

CIBC Capital Markets

Fifth Third Securities
The date of this prospectus supplement is October 3, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
WHERE YOU CAN FIND MORE INFORMATION
S-2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-3
PROSPECTUS SUPPLEMENT SUMMARY
S-6
RATIO OF EARNINGS TO FIXED CHARGES
S-14
RISK FACTORS
S-15
USE OF PROCEEDS
S-21
CAPITALIZATION
S-22
DESCRIPTION OF NOTES
S-24
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-56
UNDERWRITING
S-61
LEGAL MATTERS
S-65
EXPERTS
S-65

Prospectus

Page
ABOUT THIS PROSPECTUS

ii
ENERGY TRANSFER EQUITY, L.P.

ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

iv
RISK FACTORS

1
USE OF PROCEEDS

2
RATIO OF EARNINGS TO FIXED CHARGES

3
DESCRIPTION OF UNITS

4
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OUR PARTNERSHIP AGREEMENT

9
DISTRIBUTION POLICY

13
DESCRIPTION OF DEBT SECURITIES

33
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

36
TAX CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES

53
INVESTMENTS IN US BY EMPLOYEE BENEFIT PLANS

54
PLAN OF DISTRIBUTION

57
LEGAL MATTERS

58
EXPERTS

58
WHERE YOU CAN FIND MORE INFORMATION

58
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

59
We expect that delivery of the notes will be made against payment therefor on or about October 18, 2017, which is the tenth business
day following the date hereof (this settlement cycle being referred to as "T+10"). Under Rule 15c6-1 of the Securities Exchange Act of
1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will
be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their
own advisors.

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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:

·
this prospectus supplement, which provides a summary of the specific terms of the notes; and

·
the accompanying prospectus, which provides general information, some of which may not apply to the notes.
Generally, when we refer only to the "prospectus," we are referring to both parts combined.
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus
prepared by us or on our behalf and the documents we have incorporated by reference herein. We and the underwriters have not authorized anyone
else to give you different information. We and the underwriters are not offering the notes in any jurisdiction where offers and sales are 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 of such information and in no case as of any date subsequent to the date on the front cover of this prospectus supplement. 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 Equity, 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 the legal, tax,
business, financial and related aspects of an investment in the notes.

S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the "SEC"). You can read
and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that
contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov.
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Our web site is located at http://www.energytransfer.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other filings with the SEC are available free of charge through our web site as soon as reasonably practicable after those
reports or filings are electronically filed or furnished to the SEC. Information on our web site or any other web site is not incorporated by reference
in this prospectus supplement and does not constitute a part of this prospectus supplement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus supplement and the accompanying prospectus information that is filed with the SEC,
which means that we are disclosing important information to you by referring you to those documents. The information we incorporate by
reference is an important part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC
automatically will update and supersede this information and will be considered a part of this prospectus supplement from the date those
documents are filed. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, excluding any information in those documents that is deemed by the rules
of the SEC to be furnished not filed, until we close this offering:

·
our Annual Report on Form 10-K for the year ended December 31, 2016;

·
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017; and

·
our Current Reports on Form 8-K or 8-K/A filed January 12, 2017, February 3, 2017 (two filings), March 21, 2017, March 30, 2017,

March 31, 2017, October 2, 2017 and October 3, 2017 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any
such Current Reports on Form 8-K or 8-K/A).
You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC
through the SEC's web site at the address provided above. You also may request a copy of any document incorporated by reference in this
prospectus supplement and the accompanying prospectus (including exhibits to those documents specifically incorporated by reference in this
document), at no cost, by visiting our web site at the address provided above or by writing or calling us at the address or phone number set forth
below.
Energy Transfer Equity, L.P.
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
Attention: Investor Relations
Telephone: (214) 981-0700

S-2
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference herein and therein contain various
forward-looking statements and information that are based on our beliefs and those of our general partner, LE GP, LLC, as well as assumptions
made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to
historical or current facts. When used in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference
herein and therein, words such as "anticipate," "project," "expect," "plan," "goal," "forecast," "estimate," "intend," "could," "believe," "may,"
"will" and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking
statements. Although we and our general partner believe that the expectations on which such forward-looking statements are based are reasonable,
neither we nor our general partner can give assurances that such expectations will prove to be correct. Forward-looking statements are subject to a
variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove
incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among the key risk factors that may
have a direct bearing on our results of operations and financial condition are:

·
the ability of our subsidiaries to make cash distributions to us, which is dependent on their results of operations, cash flows and

financial condition;

·
the actual amount of cash distributions by our subsidiaries to us;

·
the volumes transported on our subsidiaries' pipelines and gathering systems;

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·
our consolidated debt level and ability to service our debt;

·
the level of throughput in our subsidiaries' processing and treating facilities;

·
the fees our subsidiaries charge and the margins they realize for their gathering, treating, processing, storage and transportation services;

·
changes in the supply of, or demand for, crude oil, natural gas, natural gas liquids ("NGLs") and refined products that impact demand

for our services;

·
energy prices generally;

·
the prices of crude oil, natural gas and NGLs compared to the price of alternative and competing fuels;

·
the general level of petroleum product demand and the availability and price of NGL supplies;

·
the availability of imported crude oil, natural gas and NGLs;

·
changes in the general economic conditions in the United States;

·
actions taken by foreign oil and gas producing nations;

·
the political and economic stability of petroleum producing nations;

·
global and domestic economic repercussions, including disruptions in the crude oil, natural gas, NGLs and refined products markets,

from terrorist activities, international hostilities and other events, and the government's response thereto;

·
the effect of weather conditions on demand for crude oil, natural gas and NGLs;

·
availability of local, intrastate and interstate transportation systems;

·
the continued ability to find and contract for new sources of natural gas supply;

·
availability and marketing of competitive fuels;

·
the impact of energy conservation efforts;

·
improvements in energy efficiency and development of technology resulting in decreased demand for natural gas or refined petroleum

products;

S-3
Table of Contents

·
governmental regulation and taxation;

·
changes to, and the application of, federal or state regulation of our tariff rates and operational requirements related to our subsidiaries'

assets;

·
changes in the level of operating expenses and hazards related to the operation of our subsidiaries' facilities (including equipment

malfunction, explosions, fires, spills and the effects of severe weather conditions);

·
the occurrence of operational hazards or unforeseen interruptions for which our subsidiaries may not be adequately insured;

·
competition encountered by our pipelines, terminals and other operations;

·
loss of key personnel;

·
loss of key natural gas producers or the providers of fractionation services;

·
reductions in the capacity or allocations of third-party pipelines that connect with our subsidiaries pipelines and facilities;

·
the effectiveness of risk-management policies and procedures, including the use of derivative financial instruments to hedge commodity

risks, and the ability of our subsidiaries' liquids marketing counterparties to satisfy their financial commitments;

·
the nonpayment or non-performance by our subsidiaries' customers, suppliers or other business partners;

·
regulatory, environmental, political and legal uncertainties that may affect the timing and cost of our subsidiaries' internal growth

projects, such as our subsidiaries' construction of additional pipeline systems and other facilities;

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·
risks associated with the construction of new pipelines and treating and processing facilities or additions to our subsidiaries' existing

pipelines and facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance
by third-party contractors;

·
changes in the expected level of capital, operating, or remediation spending related to environmental matters;

·
risks related to labor relations and workplace safety;

·
the availability and cost of capital and our subsidiaries' ability to access certain capital sources;

·
a deterioration of the credit and capital markets;

·
risks associated with the assets and operations of entities in which our subsidiaries own less than a controlling interests, including risks

related to management actions at such entities that our subsidiaries may not be able to control or exert influence;

·
the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results

and to successfully integrate acquired businesses;

·
our ability to manage growth and/or control costs;

·
changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations or

new interpretations by regulatory agencies concerning such laws and regulations; and

·
the costs and effects of legal and administrative proceedings.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risk
factors described under "Risk Factors" in this prospectus supplement and the

S-4
Table of Contents
accompanying prospectus, as well as the risk factors set forth in the filings that we make with the SEC and the other risks identified in the
documents incorporated by reference herein and therein. Any forward-looking statement made by us in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein and therein is based only on information currently available to us
and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

S-5
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following is a summary of some of the information contained in this prospectus supplement. It is not complete and may not contain
all of the information that is important to you. To understand this offering fully, you should read carefully the entire prospectus supplement,
the accompanying prospectus, the documents incorporated by reference herein and therein and the other documents to which we refer herein,
including the risk factors beginning on page S-15 and the financial statements incorporated by reference in this prospectus supplement.
Unless the context requires otherwise, (i) references to "we," "us," "our," the "Partnership" and "ETE" mean Energy Transfer Equity, L.P.
and its consolidated subsidiaries, which includes ETP and Sunoco; (ii) references to "ETP" mean Energy Transfer Partners, L.P. and its
consolidated subsidiaries; and (iii) references to "Sunoco" mean Sunoco LP and its consolidated subsidiaries.
Energy Transfer Equity, L.P.
We are a publicly traded master limited partnership (NYSE: ETE) whose principal sources of cash flow are derived from our direct and
indirect equity interests in Energy Transfer Partners, L.P. (NYSE: ETP) and Sunoco LP (NYSE: SUN), each of which is a publicly traded
master limited partnership engaged in diversified energy-related businesses. As of September 30, 2017, our direct and indirect equity interests
in ETP and Sunoco consisted of the following:

Incentive
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Distribution
Rights
General Partner

("IDRs")

Interest

Limited Partner Interests
ETE's Interests in ETP

100%

100%
27,535,127 Common Units(1)
ETE's Interests in Sunoco

100%

100%
2,263,158 Common Units(2)

12,000,000 Series A Preferred Units(3)
ETP's Interests in Sunoco

--

--
43,487,668 Common Units(4)

(1)
Represents an approximate 2.5% limited partner interest in ETP. ETE also owns ETP Class I Units and ETP Class J Units, which do not
have rights to ETP distributions.
(2)
Represents an approximate 2.3% limited partner interest in Sunoco.
(3)
The Sunoco Series A Preferred Units entitle us to receive quarterly distributions at a rate of $0.625 per Sunoco Series A Preferred Unit
until March 30, 2022, at which point the distribution rate will become a floating rate based on the liquidation preference of each Sunoco
Series A Preferred Unit and LIBOR.
(4)
Represents an approximate 37.5% limited partner interest in Sunoco.
In addition to the equity interests described above, we own all of the equity interests in Lake Charles LNG Company, LLC ("Lake
Charles LNG"), an entity that owns a fully constructed liquefied natural gas ("LNG") import terminal and regasification facility near Lake
Charles, Louisiana, and a 60% equity interest in Energy Transfer LNG Export, LLC ("ET LNG"), an entity whose subsidiary, Lake Charles
LNG Export Company, LLC, is developing an LNG liquefaction and export terminal facility that will be integrated with Lake Charles LNG's
import/regasification facility. ETP owns the remaining 40% equity interest in ET LNG.

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Table of Contents
Our Business
ETE Ownership of IDRs of ETP and Sunoco
ETP
The ETP IDRs entitle us, as the holder of those rights, to receive the following percentages of cash distributed by ETP as the following
target cash distribution levels are reached:

·
13% of all incremental cash distributed in a fiscal quarter after $0.0833 has been distributed in respect of each common unit of

ETP for that quarter;

·
35% of all incremental cash distributed in a fiscal quarter after $0.0958 has been distributed in respect of each common unit of

ETP for that quarter; and

·
the maximum sharing level of 48% of all incremental cash distributed in a fiscal quarter after $0.2638 has been distributed in

respect of each common unit of ETP for that quarter.
Sunoco
The Sunoco IDRs entitle ETE, as the holder of those rights, to receive the following percentages of cash distributed by Sunoco as the
following target cash distribution levels are reached:

·
15% of all incremental cash distributed in a fiscal quarter after $0.503125 has been distributed in respect of each common unit of

Sunoco for that quarter;

·
25% of all incremental cash distributed in a fiscal quarter after $0.546875 has been distributed in respect of each common unit of

Sunoco for that quarter; and

·
the maximum sharing level of 50% of all incremental cash distributed in a fiscal quarter after $0.656250 has been distributed in

respect of each common unit of Sunoco for that quarter.
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Cash Distributions Received from ETP and Sunoco
ETP
For the quarter ended December 31, 2016, ETP and Legacy ETP paid distributions on February 14, 2017 of $0.5200 and $0.7033,
respectively, per common unit.
The following are distributions declared and/or paid by ETP with respect to its common units subsequent to February 14, 2017:

Quarter Ended

Record Date

Payment Date

Rate

March 31, 2017
May 10, 2017
May 15, 2017
0.5350
June 30, 2017
August 7, 2017
August 14, 2017
0.5500
In connection with various transactions between ETP and ETE, ETE has agreed to relinquish its right to certain incentive distributions
in future periods. The following is a summary of the net reduction in total distributions that would potentially be made to ETE in future
periods:

Total IDR
Subsidy
Years Ending December 31,

(in millions)
2017 (remainder)

$
336
2018

153
2019

128
Each year beyond 2019

33

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Sunoco
The following are distributions declared and/or paid by Sunoco with respect to its common units subsequent to December 31, 2016:

Quarter Ended

Record Date

Payment Date

Rate

December 31, 2016

February 13, 2017

February 21, 2017

$ 0.8255
March 31, 2017

May 9, 2017

May 16, 2017

0.8255
June 30, 2017

August 7, 2017

August 15, 2017

0.8255
Additionally, the Sunoco Series A Preferred Units entitle ETE, as the holder of the Sunoco Series A Preferred Units, to a distribution rate
of 10.00% per annum of the $25.00 liquidation preference per unit until March 30, 2022, at which point the distribution rate will become a
floating rate of 8.00% of the liquidation preference plus three-month LIBOR.
The aggregate amount of ETP's and Sunoco's cash distributions to us in respect of any given quarter will vary depending on several
factors, including the total outstanding partnership interests of such entity on the record date for the distribution, the aggregate cash
distributions made by such entity and the amount of such entity's partnership interests that we own. In addition, the level of distributions we
receive may be affected by the various risks associated with an investment in ETE and the underlying business of ETP and of Sunoco. See
"Risk Factors" beginning on page S-15 of this prospectus supplement, as well as the risk factors set forth in the filings that we make with the
SEC and the other risks identified in the documents incorporated by reference herein and therein.
ETP's Business
ETP is one of the largest publicly traded master limited partnerships in the United States in terms of equity market capitalization
(approximately $21 billion as of September 28, 2017). ETP is managed by its general partner, Energy Transfer Partners GP, L.P. ("ETP GP"),
and ETP GP is managed by its general partner, Energy Transfer Partners, L.L.C. ("ETP LLC"), which is owned by us. The primary activities
in which ETP is engaged, and operating subsidiaries through which ETP conducts those activities, all of which are in the United States, are as
follows:

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·
Natural gas operations, including the following:

·
natural gas midstream and intrastate transportation and storage; and

·
interstate natural gas transportation and storage through Energy Transfer Interstate Holdings, LLC ("ET Interstate"), and
Panhandle Eastern Pipe Line Company, LP and its subsidiaries ("Panhandle"). ET Interstate is the parent company of

Transwestern Pipeline Company, LLC, ETC Fayetteville Express Pipeline, LLC, ETC Tiger Pipeline, LLC, CrossCountry
Energy, LLC, ETC Midcontinent Express Pipeline, LLC and ET Rover Pipeline LLC. Panhandle is the parent company of
the Trunkline Gas Company, LLC and Sea Robin Pipeline Company, LLC transmission systems.

·
Liquids operations, including NGL transportation, storage and fractionation services

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·
Complementary pipeline, terminalling and acquisition and marketing assets, which are used to facilitate the purchase and sale of

crude oil, NGLs and refined products.
Sunoco's Business
Sunoco is a growth-oriented master limited partnership engaged in the wholesale distribution of motor fuels to convenience stores,
independent dealers, commercial customers and distributors, as well as the retail sale of motor fuels and merchandise through its company-
operated convenience stores and retail fuel sites. Additionally, Sunoco is the exclusive wholesale supplier of the iconic Sunoco branded motor
fuel, supplying an extensive distribution network of approximately 5,335 Sunoco-branded company and third-party operated locations
throughout the East Coast, Midwest and Southeast regions of the United. Sunoco is managed by its general partner, Sunoco GP LLC ("Sunoco
GP"), which is owned by us.
On April 6, 2017, Sunoco entered into a definitive agreement for the sale of approximately 1,112 Sunoco operated retail fuel outlets in
19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company, to 7-Eleven, Inc.
("7-Eleven") for an aggregate purchase price of $3.3 billion. The closing of the transaction is expected to occur in the fourth quarter of 2017.
Sunoco has begun marketing efforts with respect to approximately 208 Stripes retail sites located in certain West Texas, Oklahoma and
New Mexico markets, which are not included in the transaction with 7-Eleven. There can be no assurance of Sunoco's success in selling the
remaining company-operated retail assets, nor the price or terms of such sale, and even if a sale is consummated, Sunoco may remain
contingently responsible for certain risks and obligations related to the divested retail assets.
Investment in Lake Charles LNG
Regasification Facility
Our wholly owned subsidiary, Lake Charles LNG, owns an LNG import terminal and regasification facility located on Louisiana's Gulf
Coast near Lake Charles, Louisiana. The import terminal has four LNG tanks providing approximately 9.0 Bcf of above-ground LNG storage
capacity and the regasification facility has a run rate send out peak capacity of 1.8 Bcf/day. Royal Dutch Shell Plc ("Shell") is the sole
customer for the regasification facility and, pursuant to a regasification services agreement that terminates in 2030, is obligated to pay
reservation fees for 100% of the regasification capacity regardless of whether it actually utilizes such capacity.
Liquefaction Project
Lake Charles LNG Export Company, LLC ("LCL"), an entity in which we own 60% and ETP owns the remaining 40%, is in the process
of developing the liquefaction project. The liquefaction project is expected to consist of three LNG trains with a combined design nameplate
outlet capacity of 16.45 metric tonnes per annum. Once completed, the liquefaction project will enable LCL to liquefy domestically produced
natural gas and export it as LNG.
Recent Developments
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424B5
We intend to use the net proceeds from this offering to repay a portion of the outstanding indebtedness under our term loan facility and,
concurrently with such repayment, refinance the remaining indebtedness under our term loan facility with a new tranche of loans under our
term loan facility with a lower interest rate (such refinancing, the "Term Loan Refinancing"). We expect the Term Loan Refinancing will be
completed concurrently with the closing of this offering; however, we cannot give any assurance that we will complete the Term Loan
Refinancing or that we will do so in the amount, or on the terms, we anticipate. This offering is not conditioned on the completion of the Term
Loan Refinancing.

S-9
Table of Contents
Organizational Structure
The following chart summarizes our organizational structure as of September 30, 2017.

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Document Outline

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