Bond Energy Transmission 5.4% ( US86765BAV18 ) in USD

Energy Transmission

89.59 % ▲

United States

US86765BAV18 ( in USD )

5.4% per year ( payment 2 times a year)

30/09/2047

Prospectus brochure of the bond Energy Transfer US86765BAV18 en USD 5.4%, maturity 30/09/2047

1 000 USD

1 500 000 000 USD

86765BAV1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 129 days )

Energy Transfer is a North American energy company engaged in the transportation, storage, and marketing of natural gas, natural gas liquids (NGLs), crude oil, and refined products.

The Bond issued by Energy Transmission ( United States ) , in USD, with the ISIN code US86765BAV18, pays a coupon of 5.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/09/2047

The Bond issued by Energy Transmission ( United States ) , in USD, with the ISIN code US86765BAV18, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Energy Transmission ( United States ) , in USD, with the ISIN code US86765BAV18, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-206301
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee (1)
4.000% Senior Notes due 2027

$750,000,000

$86,925
5.400% Senior Notes due 2047

$1,500,000,000
$173,850
Total

$2,250,000,000
$260,775

(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. 333-206301 by means of this prospectus supplement.
Table of Contents

Prospectus Supplement
(To prospectus dated August 11, 2015)

Sunoco Logistics Partners Operations L.P.
$ 750,000,000 4.000% Senior Notes due 2027
$1,500,000,000 5.400% Senior Notes due 2047
Guaranteed By
Energy Transfer Partners, L.P.
We are offering $750,000,000 aggregate principal amount of our 4.000% Senior Notes due 2027, or the 2027 notes, and $1,500,000,000
aggregate principal amount of our 5.400% Senior Notes due 2047, or the 2047 notes. We refer to the 2027 notes and the 2047 notes, collectively, as
the notes.
Interest on the notes will accrue from September 21, 2017 and will be payable semi-annually on April 1 and October 1 of each year,
beginning on April 1, 2018. The 2027 notes will mature on October 1, 2027, and the 2047 notes will mature on October 1, 2047.
We may redeem some or all of the notes of either series 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. Please read the section entitled "Description
of the Notes--Optional Redemption." The notes will not be entitled to the benefit of any sinking fund payment.
The notes will be our senior unsecured obligations. If we default, your right to payment under the notes will rank equally with the right to
payment of the holders of our other current and future unsecured senior debt, including our existing senior notes, and senior in right of payment to
any future subordinated debt that we may incur. The notes of each series will be fully and unconditionally guaranteed by our parent, Energy
Transfer Partners, L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes
will rank equally in right of payment with all of the existing and future senior debt of the guarantor.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on
any securities exchange or for the quotation of the notes on any automated dealer quotation system.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
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a criminal offense.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-6 of this prospectus
supplement and on page 6 of the accompanying prospectus.

Per 2027
Total 2027
Per 2047
Total 2047

Note

Notes

Note

Notes

Public offering price (1)
99.216% $744,120,000 99.806% $1,497,090,000
Underwriting discount
0.650% $
4,875,000 0.875% $
13,125,000
Proceeds to Sunoco Logistics Partners Operations L.P. (before expenses)
98.566% $739,245,000 98.931% $1,483,965,000

(1)
Plus accrued interest from September 21, 2017, if any.
The underwriters expect to deliver the notes in registered book-entry form only through the facilities of The Depository Trust Company on or
about September 21, 2017.

Joint Book-Running Managers

Deutsche Bank Securities

PNC Capital Markets LLC

US Bancorp
Wells Fargo Securities
BBVA

Credit Agricole CIB

Credit Suisse

HSBC
Mizuho Securities

RBC Capital Markets

SMBC Nikko

SunTrust Robinson Humphrey
Co-Managers

CIBC Capital Markets

Fifth Third Securities

Scotia Bank
The date of this prospectus supplement is September 19, 2017.

Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The
second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of notes.
Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the information about the notes offering varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus and any free writing prospectus relating to this offering. We and the underwriters have not authorized anyone to provide you with
additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are
offering to sell the notes, and seeking offers to buy the notes, only in jurisdictions where offers and sales are permitted. You should not assume
that the information included in this prospectus supplement, the accompanying prospectus or any free writing prospectus is accurate as of any date
other than the dates shown in these documents or that any information we have incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since such
dates.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

EXPLANATORY NOTE

ii
FORWARD-LOOKING STATEMENTS

iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
RATIO OF EARNINGS TO FIXED CHARGES
S-9
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CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-21
UNDERWRITING
S-26
LEGAL
S-31
EXPERTS
S-31
WHERE YOU CAN FIND MORE INFORMATION
S-31
INCORPORATION BY REFERENCE
S-32
Prospectus dated August 11, 2015

ABOUT THIS PROSPECTUS
1
SUNOCO LOGISTICS PARTNERS L.P. AND SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.
2
WHERE YOU CAN FIND MORE INFORMATION
3
INCORPORATION BY REFERENCE
4
RISK FACTORS
6
FORWARD-LOOKING STATEMENTS
7
USE OF PROCEEDS
9
RATIO OF EARNINGS TO FIXED CHARGES
10
DESCRIPTION OF THE COMMON UNITS
11
CASH DISTRIBUTIONS
14
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT
19
DESCRIPTION OF THE DEBT SECURITIES
31
CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBLITIES
43
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
49
SELLING UNITHOLDERS
62
INVESTMENT IN THE COMMON UNITS OR DEBT SECURITIES BY EMPLOYEE BENEFITS PLAN
63
PLAN OF DISTRIBUTION
67
LEGAL MATTERS
68
EXPERTS
68

i
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EXPLANATORY NOTE
On April 28, 2017, Sunoco Logistics Partners L.P. ("SXL"), Energy Transfer Partners, L.P. ("Legacy ETP") and certain of their affiliates
completed the transactions contemplated by a merger agreement dated November 20, 2016, as amended on December 16, 2016, pursuant to which
SXL Acquisition Sub LP, a wholly owned subsidiary of SXL, merged with Legacy ETP, with Legacy ETP continuing as the surviving entity and
becoming a wholly owned subsidiary of SXL (the "merger"). Concurrently with the closing of the merger, SXL changed its name to Energy
Transfer Partners, L.P. and changed its ticker symbol to "ETP," and Legacy ETP changed its name to Energy Transfer, LP. Prior to the completion
of the merger, we filed a registration statement with the Securities and Exchange Commission ("SEC") that registers the securities offered by this
prospectus supplement. As the registration statement became effective before our parent changed its name in connection with the merger, the
accompanying prospectus forming a part of the registration statement refers to our parent as SXL.

ii
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FORWARD-LOOKING STATEMENTS
Certain statements, other than statements of historical fact, included or incorporated by reference into this prospectus supplement, the
accompanying prospectus and the documents we incorporate by reference constitute "forward-looking" statements. These forward-looking
statements discuss our goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other
information relating to us, based on the current beliefs of our management as well as assumptions made by, and information currently available to,
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our management. Words such as "may," "anticipates," "believes," "expects," "estimates," "planned," "intends," "projects," "scheduled" or similar
phrases or expressions identify forward-looking statements. When considering forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in this prospectus supplement, the accompanying prospectus and the documents we incorporate by
reference.
Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions, any or all of which may
ultimately prove to be inaccurate. These statements are also subject to numerous assumptions, uncertainties and risks that may cause future results
to be materially different from the results projected, forecasted, estimated or budgeted, including, but not limited to, the following:

· the volumes transported on our pipelines and gathering systems;

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

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

· changes in the supply of, or demand for crude oil, natural gas, natural gas liquids, or 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;

· governmental regulation and taxation;

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

· changes in the level of operating expenses and hazards related to operating our facilities (including equipment malfunction, explosions,

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

· the occurrence of operational hazards or unforeseen interruptions for which we 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 pipelines and facilities;
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· the effectiveness of risk-management policies and procedures, including the use of derivative financial instruments to hedge commodity

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

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

· regulatory, environmental, political and legal uncertainties that may affect the timing and cost of our internal growth projects, such as

our construction of additional pipeline systems and other facilities;

· risks associated with the construction of new facilities or additions to our existing 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;

· our cost of capital and our ability to access certain capital sources;

· a deterioration of the credit and capital markets;

· changes in our, Energy Transfer Partners, L.P.'s, Energy Transfer, LP's or Energy Transfer Equity, L.P.'s credit ratings, as assigned by

ratings agencies;

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

management actions at such entities that we 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.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of
our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake
no obligation to update publicly any forward-looking statement, whether as a result of new information or future events.

iv
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not
contain all of the information that you should consider before making an investment decision. You should read the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference for a more complete understanding of this offering.
Please read "Risk Factors" beginning on page S-6 of this prospectus supplement and page 6 of the accompanying prospectus for more
information about important risks that you should consider before investing in the notes.
As used in this prospectus supplement, unless the context otherwise indicates, the terms "we," "us," "our" and similar terms mean
Sunoco Logistics Partners Operations L.P., together with our operating subsidiaries. References to "Energy Transfer Partners," "ETP,"
"our parent" or the "guarantor" refer to Energy Transfer Partners, L.P. Except where the context otherwise requires, references to, and
descriptions of, our assets, operations and financial results include the assets, operations and financial results of ETP and its subsidiaries
and predecessors.
Energy Transfer Partners, L.P.
ETP is one of the largest publicly traded master limited partnerships in the United States in terms of equity market capitalization
(approximately $22 billion as of September 18, 2017). ETP is managed by its general partner, Energy Transfer Partners GP, L.P., which is
managed by its general partner, Energy Transfer Partners, L.L.C., which is owned by Energy Transfer Equity, L.P., another publicly traded
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master limited partnership. 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:

· 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.

· 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 Logistics Partners Operations L.P.
We are a wholly owned subsidiary of ETP and are principally engaged in the transport, terminalling and storage of crude oil, NGLs and
refined products. In addition to logistics services, we also own acquisition and marketing assets, which are used to facilitate the purchase and
sale of crude oil, NGLs and refined products. Our portfolio of geographically diverse assets earns revenues in 37 states located throughout the
United States. We are the borrower under ETP's $2.50 billion revolving credit facility, and we are the issuer of ETP's publicly traded notes,
all of which are guaranteed by ETP.

S-1
Table of Contents
Our Principal Executive Offices
We are a limited partnership formed under the laws of the State of Delaware. Our principal executive offices are located at 8111
Westchester Drive, Suite 600, Dallas, Texas 75225, and our telephone number at that location is (214) 981-0700. We and ETP 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.
Our Ownership, Structure and Management
The following chart depicts the ownership of us and ETP as of September 18, 2017.

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S-2
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 of, and more specific details contained elsewhere in, this prospectus supplement and the accompanying prospectus. For a
more detailed description of the notes, please read the section entitled "Description of Notes" in this prospectus supplement and the section
entitled "Description of the Debt Securities" in the accompanying prospectus.

Issuer
Sunoco Logistics Partners Operations L.P.

Notes Offered
We are offering $2,250,000,000 aggregate principal amount of notes of the following
series:

· $750,000,000 4.000% Senior Notes due 2027; and

· $1,500,000,000 5.400% Senior Notes due 2047.
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Maturity Date
Unless redeemed prior to maturity as described below, the 2027 notes will mature on
October 1, 2027, and the 2047 notes will mature on October 1, 2047.

Interest Rate
Interest on the 2027 notes will accrue at the per annum rate of 4.000%, and interest on
the 2047 notes will accrue at the per annum rate of 5.400%.

Interest Payment Dates
Interest on the notes will accrue from, and including, the issue date thereof and be
payable semi-annually on April 1 and October 1 of each year, beginning on April 1,
2018.

Mandatory Redemption
We will not be required to make mandatory redemption or sinking fund payments on
the notes or to repurchase the notes at the option of the holders.

Optional Redemption
We may redeem some or all of the notes of either series at any time or from time to
time prior to maturity. If we elect to redeem the 2027 notes prior to the date that is three
months prior to the maturity date of the 2027 notes or redeem the 2047 notes prior to the
date that is six months prior to the maturity date of the 2047 notes (each such date, with
respect to the applicable series of the notes, the "Par Call Date"), we will pay an amount
equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the notes that would be due if the notes of the applicable series matured on
the applicable Par Call Date, plus a make-whole premium. If we elect to redeem either
series of the notes on or after the Par Call Date with respect to that series, we will pay
an amount equal to 100% of the principal amount of the notes to be redeemed. We will
pay accrued and unpaid interest, if any, on the notes redeemed to the redemption date.
Please read "Description of the Notes--Optional Redemption."

S-3
Table of Contents
Parent Guarantee
The notes will be guaranteed by our parent, Energy Transfer Partners, L.P., on a senior
unsecured basis so long as it guarantees any of our other long-term debt.

Any of our subsidiaries that in the future become guarantors or co-issuers of our long-

term debt must guarantee the notes on the same basis. If we cannot make payments on
either series of the notes when they are due, the guarantors must make them instead.

Ranking
The notes will be our general unsecured obligations. The notes will rank equally in
right of payment with all our existing and future senior debt, including debt under our
$2.50 billion revolving credit facility and our outstanding senior notes, and senior in
right of payment to any subordinated debt that we may incur. As of June 30, 2017, after
giving effect to this offering and the application of the net proceeds as set forth under
"Use of Proceeds," we would have total senior debt of $7.60 billion, including the notes
offered hereby, and we would have been able to incur an additional $2.50 billion of debt
under our $2.50 billion revolving credit facility. The parent guarantee of each series of
notes will rank equally in right of payment with the guarantor's existing and future
senior debt, including our parent's guarantees of debt under our $2.50 billion revolving
credit facility and our senior notes, and senior in right of payment to any subordinated
debt the guarantor may incur. Neither we nor the guarantor currently has any secured
debt outstanding.

Certain Covenants
The indentures governing the notes limit our ability and the ability of our subsidiaries,
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among other things, to:

· create liens without equally and ratably securing the notes; and

· engage in certain sale and leaseback transactions.

The indentures also limit our ability to engage in mergers, consolidations and certain

sales of assets.

These covenants are subject to important exceptions and qualifications, as described

under "Description of the Notes--Important Covenants."

Use of Proceeds
We expect to receive net proceeds of approximately $2.22 billion after deducting the
underwriting discount and estimated offering expenses. ETP will use a portion of the net
proceeds of this notes offering to redeem all of the $500 million aggregate principal
amount of Legacy ETP's 6.5% senior notes due 2021 (the "2021 Notes"), including
accrued and unpaid interest on such notes called for redemption. ETP will use the
remainder of the net proceeds to repay outstanding borrowings under our $2.50 billion
revolving credit facility, which were $1.769 billion as of September 18, 2017 (including
a $1.8 million letter of credit issued as of such date) and for general partnership
purposes.

S-4
Table of Contents
Certain of the underwriters or their affiliates may own a portion of the 2021 Notes,
which ETP intends to redeem with net proceeds of this offering, in which case such
underwriters or their affiliates would receive a portion of the net proceeds from this

offering. Affiliates of each of the underwriters are lenders under our $2.50 billion
revolving credit facility and as such will receive a portion of the proceeds from this
offering pursuant to the repayment of borrowings under such facility. Please read "Use
of Proceeds," "Capitalization" and "Underwriting."

Trustee
U.S. Bank National Association.

Governing Law
The notes and the indentures will be governed by New York law.

Risk Factors
Please read "Risk Factors" beginning on page S-6 of this prospectus supplement and on
page 6 of the accompanying prospectus for a discussion of factors you should carefully
consider before investing in the notes.

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference as provided under "Where You Can Find More Information" and
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"Incorporation by Reference," including our parent's Annual Report on Form 10-K for the year ended December 31, 2016, the subsequent
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, respectively, and the risk factors described under
"Risk Factors" in such reports. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference also
contain forward-looking statements that involve risks and uncertainties. Please read "Forward-Looking Statements." Our actual results could
differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks described below,
elsewhere in this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference. If any of these risks
occur, our business, financial condition, results of operations, cash flows or prospects could be adversely affected.
Risks Related to the Notes
Each series of the notes and the guarantee thereof will be effectively subordinated to any secured debt of ours or the guarantor as well as
structurally subordinated to any debt of our non-guarantor subsidiaries, and, in the event of our bankruptcy or liquidation, holders of the notes
will be paid from any assets remaining after payments to any holders of our secured debt.
Each series of the notes and the guarantee thereof will be general unsecured senior obligations of us and the guarantor, respectively, and
effectively subordinated to any secured debt that we or the guarantor may have, to the extent of the value of the assets securing that debt. The
indentures will permit the guarantor and us to incur secured debt provided certain conditions are met. Each series of the notes will be structurally
subordinated to the liabilities of any of our subsidiaries unless such subsidiaries guarantee such series of notes in the future.
If we are declared bankrupt or insolvent, or are liquidated, the holders of our secured debt will be entitled to be paid from our assets securing
their debt before any payment may be made with respect to the notes. If any of the preceding events occur, we may not have sufficient assets to
pay amounts due on our secured debt and the notes.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to
repay them at maturity.
Our partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our general partner and ETP within
45 days following the end of every quarter. ETP's partnership agreement requires it to distribute, on a quarterly basis, 100% of its available cash to
its unitholders of record within 45 days following the end of every quarter. Available cash with respect to any quarter is generally all of our or
ETP's, as applicable, cash on hand at the end of such quarter, less cash reserves for certain purposes. The members of our general partner and the
board of directors of ETP's managing general partner will determine the amount and timing of such distributions and have broad discretion to
establish and make additions to our or ETP's, as applicable, reserves or the reserves of our or ETP's, as applicable, operating subsidiaries as they
determine are necessary or appropriate. As a result, we and ETP do not have the same flexibility as corporations or other entities that do not pay
dividends or that have complete flexibility regarding the amounts they will distribute to their equity holders. Although our payment obligations to
our partners are subordinate to our payment obligations to you, the timing and amount of our quarterly distributions to our partners could
significantly reduce the cash available to pay the principal, premium (if any) and interest on the notes.

S-6
Table of Contents
The notes have no established trading market or history, and liquidity of trading markets for the notes may be limited.
Each series of the notes will constitute a new issue of securities with no established trading market. Although the underwriters have indicated
that they intend to make a market in the notes, they are not obligated to do so and any of their market-making activities may be terminated or
limited at any time. In addition, we do not intend to apply for a listing of the notes on any securities exchange or interdealer quotation system. As a
result, there can be no assurance as to the liquidity of markets that may develop for the notes, the ability of noteholders to sell their notes or the
prices at which notes could be sold. The notes may trade at prices that are lower than their respective public offering price depending on many
factors, including prevailing interest rates and the markets for similar securities. The liquidity of trading markets for the notes may also be
adversely affected by general declines or disruptions in the markets for debt securities. Those market declines or disruptions could adversely affect
the liquidity of and market for the notes independent of our financial performance or prospects.
Each series of the notes and the guarantee thereof will be structurally senior to the outstanding debt of Legacy ETP; however, ETP anticipates
undertaking certain actions that, if completed, will result in each series of the notes and the guarantees thereof being pari passu to the debt of
Legacy ETP.
Each series of the notes and the guarantees thereof will be structurally senior to Legacy ETP's senior debt. However, ETP anticipates
undertaking certain actions in the future that, if completed, will result in the notes and the guarantees thereof being pari passu to Legacy ETP's
senior debt. As of June 30, 2017, Legacy ETP had approximately $22.1 billion of senior debt outstanding. In addition, the agreements governing
https://www.sec.gov/Archives/edgar/data/1161154/000119312517289665/d451518d424b5.htm[9/21/2017 4:15:19 PM]

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