Bond Energy Transfer Partners 5.5% ( US29278NAN30 ) in USD

Energy Transfer Partners

101.253 % ▼

United States

US29278NAN30 ( in USD )

5.5% per year ( payment 2 times a year)

31/05/2027

Prospectus brochure of the bond Energy Transfer Operating US29278NAN30 en USD 5.5%, maturity 31/05/2027

1 000 USD

955 955 000 USD

29278NAN3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/12/2025 ( In 163 days )

Energy Transfer operates a vast network of energy pipelines, storage facilities, and processing plants across North America, transporting natural gas, crude oil, natural gas liquids, and refined products.

Energy Transfer Operating's US$955,955,000 5.5% bond (CUSIP: 29278NAN3, ISIN: US29278NAN30), maturing May 31, 2027, currently trades at 101.489% of par value with a minimum purchase size of $1000, paying semi-annual coupons, and is rated BBB by S&P and Baa2 by Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-229843
and 333-229843-01
PROSPECTUS
ENERGY TRANSFER OPERATING, L.P.
Offers to Exchange
Any and All Outstanding Notes Issued by Energy Transfer LP as listed below for up to $4,337,032,000 Aggregate Principal Amount of New Notes Issued by
Energy Transfer Operating, L.P. and Related Guarantees
and
Solicitation of Consents to Amend the Indentures Governing Outstanding Notes Issued by Energy Transfer LP
Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, this "prospectus"), Energy
Transfer Operating, L.P. (formerly Energy Transfer Partners, L.P.) ("ETO," "we," "our" and "us") is offering to exchange (each, an "Exchange Offer" and, collectively,
the "Exchange Offers") any and all validly tendered (and not validly withdrawn) and accepted notes issued by Energy Transfer LP (formerly Energy Transfer Equity,
L.P.) ("ET") for notes to be issued by ETO and guaranteed by its subsidiary, Sunoco Logistics Partners Operations L.P. ("SXL Opco") as described, and for the
consideration summarized, in the table below. We refer to the series of notes previously issued by ET and listed in the table below collectively as the "Existing ET
Notes," and the series of notes to be issued by us and listed in the table below collectively as the "New ETO Notes."
Exchange
Early Tender
Total Exchange
Consideration(1)
Premium(1)
Consideration(2)
Aggregate
(Principal Amount
(Principal Amount
(Principal Amount
Title of Series of Existing
Principal Amount
Series of Notes to be Issued
of New ETO
of New ETO
of New ETO
ET Notes/CUSIP Number(s)
Outstanding
by ETO
Notes)
Notes)
Notes)
7.500% Senior Notes due 2020 (the
"Existing ET 2020 Notes") /
7.500% Notes due 2020 (the
29273VAC4
$ 1,187,032,000
"New ETO 2020 Notes")
$
970
$
30
$
1,000
4.250% Senior Notes due 2023 (the
"Existing ET 2023 Notes") /
4.250% Notes due 2023 (the
29273VAG5
$ 1,000,000,000
"New ETO 2023 Notes")
$
970
$
30
$
1,000
5.875% Senior Notes due 2024 (the
"Existing ET 2024 Notes") /
5.875% Notes due 2024 (the
29273VAD2 / 29273VAE0
$ 1,150,000,000
"New ETO 2024 Notes")
$
970
$
30
$
1,000
5.500% Senior Notes due 2027 (the
"Existing ET 2027 Notes") /
5.500% Notes due 2027 (the
29273VAF7
$ 1,000,000,000
"New ETO 2027 Notes")
$
970
$
30
$
1,000
(1)
For each $1,000 principal amount of Existing ET Notes accepted for exchange.
(2)
Includes Early Tender Premium (as defined herein).
In exchange for each $1,000 principal amount of Existing ET Notes that is validly tendered at or prior to 5:00 p.m., New York City time, on March 8, 2019,
as extended to 11:59 p.m., New York City time, on March 22, 2019 solely with respect to receipt of the Early Tender Premium, and unless further extended
(such date and time with respect to an Exchange Offer and Consent Solicitation (as defined herein), as the same may be extended for such Exchange Offer and
Consent Solicitation, the "Early Tender Deadline"), and not validly withdrawn, holders of Existing ET Notes will be eligible to receive the applicable total
exchange consideration set out in the table above (the "Total Exchange Consideration"), which includes the applicable early tender premium set out in such
table (the "Early Tender Premium"). In exchange for each $1,000 principal amount of Existing ET Notes validly tendered after the Early Tender Deadline but
prior to 11:59 p.m., New York City time, on March 22, 2019, unless extended (such date and time with respect to an Exchange Offer and Consent Solicitation,
as the same may be extended for such Exchange Offer and Consent Solicitation, the "Expiration Deadline"), and not validly withdrawn, holders of Existing ET
Notes will be eligible to receive only the applicable exchange consideration set out in such table (the "Exchange Consideration"). In addition, each series of New
ETO Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Existing ET Notes
accepted in the Exchange Offers and Consent Solicitations for such series of New ETO Notes; provided, that interest will only accrue with respect to the
aggregate principal amount of New ETO Notes a holder receives, which will be less than the principal amount of Existing ET Notes tendered for exchange if
such holder tenders its Existing ET Notes after the Early Tender Deadline. If, pursuant to the Exchange Offers, a tendering holder of Existing ET Notes would
otherwise be entitled to receive a principal amount of any series of New ETO Notes that is not equal to $2,000 or an integral multiple of $1,000 in excess thereof,
such principal amount will be rounded down to the nearest $2,000 or integral multiple of $1,000 in excess thereof, and such holder of Existing ET Notes will
receive pursuant to the Exchange Offers this rounded principal amount of New ETO Notes plus cash equal to the sum of the principal amount of New ETO
Notes not received as a result of rounding down plus accrued and unpaid interest thereon at the rate of the applicable Existing ET Notes to the Settlement Date.
Except as set forth above, no accrued but unpaid interest will be paid with respect to Existing ET Notes tendered for exchange.
Tenders of any particular series of Existing ET Notes may be withdrawn at any time prior to the Expiration Deadline.
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Concurrently with the Exchange Offers, we are soliciting consents from holders with respect to each series of Existing ET Notes, in each case upon the terms and
subject to the conditions set forth in this prospectus (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations"). The Consent Solicitations are with
respect to:
·
amendments to the indenture, dated as of September 20, 2010 (the "Existing ET Base Indenture"), as supplemented through the date hereof, governing the
Existing ET 2020 Notes (the Existing ET Base Indenture, as so supplemented, the "Existing ET 2020 Notes Indenture");
·
amendments to the Existing ET Base Indenture, as supplemented through the date hereof, governing the Existing ET 2023 Notes (the Existing ET Base
Indenture, as so supplemented, the "Existing ET 2023 Notes Indenture");
·
amendments to the Existing ET Base Indenture, as supplemented through the date hereof, governing the Existing ET 2024 Notes (the Existing ET Base
Indenture, as so supplemented, the "Existing ET 2024 Notes Indenture"); and
·
amendments to the Existing ET Base Indenture, as supplemented through the date hereof, governing the Existing ET 2027 Notes (the Existing ET Base
Indenture, as so supplemented, the "Existing ET 2027 Notes Indenture").
The Existing ET 2020 Notes Indenture, the Existing ET 2023 Notes Indenture, the Existing ET 2024 Notes Indenture and the Existing ET 2027 Notes Indenture are
referred to herein collectively as the "Existing ET Indentures."
Holders of Existing ET Notes may not deliver a consent in a Consent Solicitation without tendering Existing ET Notes in the applicable Exchange Offer. If a holder
of Existing ET Notes tenders Existing ET Notes in an Exchange Offer, such holder will be deemed to deliver its consent, with respect to the principal amount of such
tendered Existing ET Notes, to the amendments to the corresponding Existing ET Indenture and the related Existing ET Notes for that series, which includes eliminating
certain of the covenants, restrictive provisions and events of default (with respect to the corresponding Existing ET Indenture for that series and, together, as the context
requires, the "Proposed Amendments"). ETO may complete any Exchange Offer even if valid consents sufficient to effect the Proposed Amendments to the
corresponding Existing ET Indenture are not received. Consents to the applicable Proposed Amendments may only be revoked by validly withdrawing the
tendered Existing ET Notes prior to the Early Tender Deadline, but may not be revoked after the Early Tender Deadline. Holders that validly withdraw
tenders of any particular series of Existing ET Notes after the Early Tender Deadline but prior to the Expiration Deadline, will be deemed to continue to have
delivered a consent to the applicable Proposed Amendments.
The Exchange Offers and Consent Solicitations are subject to certain conditions as described herein, although ETO may waive any such condition (except the
condition that the registration statement of which this prospectus forms a part has been declared effective by the Securities and Exchange Commission (the "SEC")).
Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although ETO may waive
such condition at any time with respect to an Exchange Offer. Any waiver of a condition by ETO with respect to an Exchange Offer will automatically waive such
condition with respect to the corresponding Consent Solicitation, as applicable. In addition, ETO may amend the terms of any Exchange Offer without amending the
terms of any other Exchange Offer. Any amendment of the terms of an Exchange Offer by ETO will automatically amend such terms with respect to the corresponding
Consent Solicitation, as applicable. In addition, each Exchange Offer and Consent Solicitation is subject to the satisfaction of certain conditions, as described herein. The
Proposed Amendments to the Existing ET Indentures are described in this prospectus under "The Proposed Amendments" and the conditions to the Exchange Offers and
Consent Solicitations are described in this prospectus under "Description of the Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and
Consent Solicitations."
ETO plans to issue the New ETO Notes promptly on or about the first business day following the Expiration Deadline (the "Settlement Date"), assuming that the
conditions to the Exchange Offers are satisfied or, where permitted, waived. ETO has applied to have the New ETO Notes listed on the New York Stock Exchange (the
"NYSE"). If the application is approved, we expect trading of the New ETO Notes on the NYSE to begin within 30 days after their original issue date. Currently, there is
no public market for the New ETO Notes.
See "Risk Factors" beginning on page 20 to read about important factors you should consider before you decide to participate in the Exchange Offers
and Consent Solicitations.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
None of ETO, ET, Citigroup Global Markets Inc., J.P. Morgan Securities LLC or TD Securities (USA) LLC (each, a "Dealer Manager" and collectively, the "Dealer
Managers"), the trustee with respect to the Existing ET Notes or the New ETO Notes, Global Bondholder Services Corporation, the exchange agent and information
agent for the Exchange Offers and Consent Solicitations (the "Exchange Agent" or the "Information Agent"), or any of their affiliates, makes any recommendation as to
whether you should exchange Existing ET Notes for New ETO Notes in response to the Exchange Offers and Consent Solicitations, and no one has been authorized by
any of them to make such a recommendation.
Dealer Managers and Solicitation Agents
Citigroup
J.P. Morgan
TD Securities
The date of this prospectus is March 20, 2019
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This prospectus is part of a registration statement that ETO and SXL Opco filed with the SEC. In making your investment decision, you should
rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with any
other information. We and SXL Opco are not making an offer to sell these securities or soliciting an offer to buy these securities in any
jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to
anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, as well as
the information we previously filed with the SEC that is incorporated by reference herein, is accurate as of any date other than its respective
date.
TABLE OF CONTENTS
Cautionary Statement Concerning Forward-Looking Statements
ii
Important Times and Dates
iii
Summary
1
Questions and Answers About the Exchange Offers and Consent Solicitations
3
The Exchange Offers and Consent Solicitations
11
The New ETO Notes
17
Risk Factors
20
Description of the Exchange Offers and Consent Solicitations
25
Comparison of Existing ET Notes and New ETO Notes
37
The Proposed Amendments
58
Use of Proceeds
60
Description of the New ETO Notes
61
Material U.S. Federal Income Tax Consequences
79
Certain ERISA Considerations
88
Legal Matters
90
Experts
90
Where You Can Find More Information
90
Information We Incorporate By Reference
90
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements". These forward-looking statements are identified as any statement that does not relate
strictly to historical or current facts. Statements using words such as "anticipate," "project," "expect," "plan," "goal," "forecast," "estimate," "intend,"
"continue," "believe," "may," "will" or similar expressions help identify forward-looking statements. Although ETO and ET believe such forward-
looking statements are based on reasonable assumptions and current expectations and projections about future events, no assurance can be given that
such assumptions, expectations or projections 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, ETO's and ET's actual results may
vary materially from those anticipated, estimated, expressed, forecasted, projected or expected in forward-looking statements since many of the factors
that determine these results are subject to uncertainties and risks that are difficult to predict and beyond the control of ETO's and ET's management. For
additional discussion of risks, uncertainties and assumptions, see "Part I--Item 1A. Risk Factors" in ETO's Annual Report on Form 10-K for the year
ended December 31, 2018, filed with the SEC on February 22, 2019, and in ET's Annual Report on Form 10-K for the year ended December 31, 2018,
filed with the SEC on February 22, 2019.
All of the forward-looking statements made in this prospectus are qualified by this cautionary statement and there can be no assurance that the
actual results or developments ETO and ET anticipate will be realized or, even if substantially realized, that they will have the consequences for, or
effects on, the business or operations that ETO or ET anticipates today. ET and ETO assume no obligation to update publicly any such forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
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IMPORTANT TIMES AND DATES
Please take note of the following important times and dates in connection with the Exchange Offers and Consent Solicitations. These dates assume
no extension of the Early Tender Deadline or the Expiration Deadline.
Date
Time and Calendar Date
Event
Launch Date
February 25, 2019
The commencement of the Exchange Offers
and Consent Solicitations.
Early Tender Deadline
5:00 p.m., New York City time, on March 8,
The deadline for holders (i) to tender Existing
2019, as extended to 11:59 p.m., New York
ET Notes in order to be eligible to receive the
City time, on March 22, 2019 solely with
applicable Total Exchange Consideration for
respect to receipt of the Early Tender Premium,
Existing ET Notes accepted for exchange in
and unless further extended with respect to an
the Exchange Offers and Consent
Exchange Offer
Solicitations, and (ii) validly revoke their
consents to the applicable Proposed
Amendments. ETO reserves the right to
extend the Early Tender Deadline with
respect to an Exchange Offer without
extending the Early Tender Deadline for any
other Exchange Offer.
Withdrawal and Revocation
For tenders of Existing ET Notes, at any time
The Expiration Deadline will be the deadline
prior to 11:59 p.m., New York City time, on
for holders who validly tendered Existing ET
March 22, 2019, unless extended with respect
Notes to validly withdraw such Existing ET
to an Exchange Offer
Notes.
For consents to the Proposed Amendments, at
The Early Tender Deadline will be the
any time prior to 5:00 p.m., New York City
deadline for holders to validly revoke their
time, on March 8, 2019 (unless extended with
consent to the applicable Proposed
respect to an Exchange Offer), but may not be
Amendments. At any time after the Early
revoked after such time even if holders validly
Tender Deadline but before the Expiration
withdraw tenders of any particular series of
Deadline, if valid consents sufficient to effect
Existing ET Notes
the applicable Proposed Amendments are
received, ET and the trustee under the
corresponding Existing ET Indenture will
execute and deliver a supplemental indenture
relating to the applicable Proposed
Amendments that will be effective upon
execution but will only become operative
upon consummation of the applicable
Exchange Offer.
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Date
Time and Calendar Date
Event
Expiration Deadline
11:59 p.m., New York City time, on March 22,
The deadline for holders to tender Existing
2019, unless extended with respect to an
ET Notes in order to be eligible to receive the
Exchange Offer
Exchange Consideration for Existing ET
Notes accepted for exchange in the Exchange
Offers and consent to the Proposed
Amendments in the Consent Solicitations.
Settlement Date
Promptly after the Expiration Deadline
ETO will deposit with The Depository Trust
(expected to be the business day after the
Company ("DTC"), upon the direction of the
Expiration Deadline)
Exchange Agent, the New ETO Notes to be
delivered in exchange for the Existing ET
Notes accepted for exchange.
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SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus, including the
documents we have incorporated by reference, and as described under "Description of the New ETO Notes." Because this is a summary, it does
not contain all the information that may be important to you. We urge you to read this entire prospectus, including the consolidated financial
statements of ETO and ET, and the related notes, as well as the other documents, incorporated by reference, carefully, including the "Risk Factors"
section. As used in this prospectus, unless the context otherwise indicates, the terms "ETO," "we," "us," "our" and similar terms mean Energy
Transfer Partners, L.P. and its operating subsidiaries prior to the closing of our merger with a wholly owned subsidiary of ET on October 19, 2018
(the "merger"), and Energy Transfer Operating, L.P. and its operating subsidiaries after the closing of the merger. As used in this prospectus,
unless the context otherwise indicates, the term "ET" means Energy Transfer LP and its consolidated subsidiaries.
Energy Transfer Operating, L.P.
ETO is a Delaware limited partnership and a subsidiary of ET. ETO is engaged in the midstream transportation and storage of natural gas,
natural gas liquids ("NGLs"), refined products and crude oil, and terminalling services and acquisition and marketing activities, as well as NGL
storage and fractionation services. ETO 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 Managing GP"). ETP Managing GP is a wholly owned subsidiary of ET. The
address of ETO's principal executive offices is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and the telephone number at this address is
(214) 981-0700.
Energy Transfer LP
ET was formed in September 2002 and completed its initial public offering in February 2006. ET is a Delaware limited partnership with
common units publicly traded on the NYSE under the ticker symbol "ET." The primary activities in which ET is engaged, all of which are in the
United States, and the operating subsidiaries through which ET conducts those activities are as follows:
·
natural gas operations, including the following:
·
natural gas midstream and intrastate transportation and storage;
·
interstate natural gas transportation and storage; and
·
crude oil, NGLs and refined products transportation, terminalling services and acquisition and marketing activities, as well as NGL
storage and fractionation services.
In addition, ET owns investments in other businesses, including Sunoco LP and USA Compression Partners, LP, both of which are publicly
traded master limited partnerships. The address of ET's principal executive offices is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and
the telephone number at this address is (214) 981-0700.
The New ETO Notes
The New ETO 2020 Notes will mature on October 15, 2020, and will bear interest at a rate per annum equal to 7.500%. The New ETO 2023
Notes will mature on March 15, 2023, and will bear interest at a rate per annum equal to 4.250%. The New ETO 2024 Notes will mature on
January 15, 2024, and will bear interest at a rate per annum equal to 5.875%. The New ETO 2027 Notes will mature on June 1, 2027, and will bear
interest at a rate per annum equal to 5.500%.
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The New ETO Notes will be senior unsecured obligations of ETO and will rank equally in right of payment with all of ETO's existing and
future senior unsecured debt, including debt under its revolving credit facility, its existing senior notes and the senior notes of SXL Opco. The New
ETO Notes will rank senior in right of payment with all of ETO's existing and future subordinated debt, including its junior subordinated notes, and
structurally subordinated to the indebtedness and other obligations, including trade payables, of ETO's subsidiaries that do not guarantee the New
ETO Notes.
The New ETO Notes will initially be guaranteed by SXL Opco on a senior unsecured basis so long as it guarantees any of ETO's other long-
term debt. Any of ETO's other subsidiaries that in the future become guarantors or co-issuers of ETO's long-term debt must guarantee the New
ETO Notes on the same basis. SXL Opco's guarantee of each series of the New ETO Notes will rank equally in right of payment with SXL Opco's
existing and future senior unsecured debt, including its senior notes and its guarantees of debt under ETO's revolving credit facility and existing
senior notes, and senior in right of payment to any subordinated debt SXL Opco may incur.
There is currently no market for any series of the New ETO Notes offered hereby, and there is no assurance that any market will develop.
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QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
Q:
Why is ETO making the Exchange Offers and Consent Solicitations?
A:
ETO is conducting the Exchange Offers to provide existing holders of Existing ET Notes the option to obtain new notes issued by ETO
that will be senior unsecured obligations of ETO and will rank equally in right of payment with all of ETO's existing and future senior
unsecured debt, including debt under its revolving credit facility, its existing senior notes and the senior notes of its subsidiary, SXL
Opco. In addition, each series of the New ETO Notes will initially be fully and unconditionally guaranteed by SXL Opco on a senior
unsecured basis so long as it guarantees any of ETO's other long-term debt. Holders who choose to participate in the Exchange Offers
will own notes that are no longer structurally subordinated to all of ETO's other senior unsecured debt.
Q:
Why are we making the Consent Solicitations?
A:
We are soliciting the consent of holders of the Existing ET Notes, upon the terms and subject to the conditions set forth in this
prospectus, to eliminate certain of the covenants, restrictive provisions and events of default, in each case under the Existing ET
Indentures.
Q:
What will I receive if I tender my Existing ET Notes in the Exchange Offers and Consent Solicitations?
A:
Upon the terms and subject to the conditions of the Exchange Offers described in this prospectus, for each Existing ET Note that you
validly tender before 11:59 p.m., New York City time, on March 22, 2019 (the "Expiration Deadline"), and do not validly withdraw,
you will be eligible to receive a New ETO Note, which will accrue interest at the same current annual interest rate, have the same
interest payment dates, same optional redemption prices and same maturity date as the Existing ET Note that you exchange. For each
$1,000 principal amount of Existing ET Notes validly tendered at or before the Early Tender Deadline and not validly withdrawn,
holders of Existing ET Notes will be eligible to receive the applicable Total Exchange Consideration set out in the table below, which
includes the Early Tender Premium. For each $1,000 principal amount of Existing ET Notes validly tendered after the Early Tender
Deadline but prior to the Expiration Deadline, holders of Existing ET Notes will be eligible to receive only the Exchange Consideration
set out in the table below, which does not include the Early Tender Premium.
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The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for Existing ET
Notes for which the New ETO Notes are being offered:
Exchange
Early Tender
Total Exchange
Aggregate
Consideration(1)
Premium(1)
Consideration(2)
Principal
(Principal
(Principal Amount
(Principal Amount
Title of Series of Existing
Amount
Series of Notes to
Amount of New
of New ETO
of New ETO
ET Notes/CUSIP Number(s)
Outstanding
be Issued by ETO
ETO Notes)
Notes)
Notes)
7.500% Senior Notes due 2020 (the
7.500% Notes due
"Existing ET 2020 Notes") /
2020 (the "New
29273VAC4
$1,187,032,000
ETO 2020 Notes")
$
970
$
30
$
1,000
4.250% Senior Notes due 2023 (the
4.250% Notes due
"Existing ET 2023 Notes") /
2023 (the "New
29273VAG5
$1,000,000,000
ETO 2023 Notes")
$
970
$
30
$
1,000
5.875% Senior Notes due 2024 (the
5.875% Notes due
"Existing ET 2024 Notes") /
2024 (the "New
29273VAD2 / 29273VAE0
$1,150,000,000
ETO 2024 Notes")
$
970
$
30
$
1,000
5.500% Senior Notes due 2027 (the
5.500% Notes due
"Existing ET 2027 Notes") /
2027 (the "New
29273VAF7
$1,000,000,000
ETO 2027 Notes")
$
970
$
30
$
1,000
(1)
For each $1,000 principal amount of Existing ET Notes accepted for exchange.
(2)
Includes Early Tender Premium.
The New ETO Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No
tender of Existing ET Notes will be accepted if it results in the issuance of less than $2,000 principal amount of a series of New ETO
Notes, and no alternative, conditional or contingent tenders will be accepted. Holders who do not tender all of their Existing ET Notes
should ensure that they retain a principal amount of Existing ET Notes amounting to at least the minimum denomination equal to
$2,000. If, pursuant to the Exchange Offers, a tendering holder of Existing ET Notes would otherwise be entitled to receive a principal
amount of any series of New ETO Notes that is not equal to $2,000 or an integral multiple of $1,000 in excess thereof, such principal
amount will be rounded down to the nearest $2,000 or integral multiple of $1,000 in excess thereof, and such holder will receive
pursuant to the Exchange Offers this rounded principal amount of New ETO Notes plus cash equal to the sum of the principal amount
of New ETO Notes not received as a result of rounding down plus accrued and unpaid interest thereon at the rate of the applicable
Existing ET Notes to the Settlement Date.
Concurrently with the Exchange Offers being made by ETO, upon the terms and subject to the conditions set forth in this prospectus,
ET is soliciting consents from the holders of the Existing ET Notes to amend the Existing ET Indentures to remove certain of the
covenants, restrictive provisions and events of default. The Proposed Amendments are described in more detail under "The Proposed
Amendments." The consent of the holders of a majority of the aggregate principal amount of the Existing ET Notes outstanding will be
required in order to effectuate the Proposed Amendments to each of the Existing ET Indentures. If the Proposed Amendments are
approved with respect to the Existing ET Indentures and effected, they will be binding on all holders of the related Existing ET Notes,
including those who do not deliver their consent to the Proposed Amendments and do not tender their Existing ET Notes in the
Exchange Offers. If for any reason an Exchange Offer is not completed, the Proposed Amendments to the corresponding Existing ET
Indenture for that series will not become operative with respect to the related Existing ET Notes and the related Existing ET Notes will
be subject to the same terms and conditions as existed before the Exchange Offers were made. You may not deliver a consent in a
Consent Solicitation without tendering Existing ET Notes in the applicable
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