Obligation Energy Transfer Partners 9.7% ( US29273RAK59 ) en USD

Energy Transfer Partners

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Etas-Unis

US29273RAK59 ( en USD )

9.7% par an ( paiement semestriel )

15/03/2019 - Obligation échue

Prospectus brochure de l'obligation Energy Transfer Operating US29273RAK59 en USD 9.7%, échue

1 000 USD

600 000 000 USD

29273RAK5

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Energy Transfer Operating L.P. est une société américaine de transport d'énergie qui possède et exploite un vaste réseau d'oléoducs, de gazoducs et d'installations de stockage d'énergie aux États-Unis et au Canada.

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29273RAK59, paye un coupon de 9.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2019

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424B5 1 h65094bae424b5.htm PROSPECTUS SUPPLEMENT - REGISTRATION NO. 333-147990
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A filing fee of $23,580, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection
with the securities offered from Registration Statement File No. 333-147990 by means of this prospectus
supplement.

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

PROSPECTUS SUPPLEMENT
To Prospectus Dated December 11, 2007

$600,000,000

Energy Transfer Partners, L.P.

9.70% SENIOR NOTES DUE 2019

Interest on the notes will accrue from December 23, 2008 and will be payable semiannually on March 15 and
September 15 of each year, beginning on September 15, 2009. The notes will mature on March 15, 2019.

We may redeem some or all of the notes at any time at the redemption price, which includes a make-whole premium,
described under "Description of Notes" beginning on page S-24. Each holder of a note will have the right to require
us to repurchase all or a portion of the notes held by such holder on March 15, 2012 at a purchase price equal to
100% of the principal amount of the notes tendered by the holder, plus accrued and unpaid interest to, but excluding,
the repurchase date.

The notes are our unsecured senior obligations. If we default, your right to payment under the notes will rank equally
in right of payment with our other current and future unsecured senior debt. The notes will not initially be guaranteed
by 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 is truthful or complete. Any
representation to the contrary is a criminal offense.

See "Risk Factors" beginning on page S-10 of this prospectus supplement and on page 4 of
the accompanying prospectus and the other risks identified in the documents incorporated
by reference herein for a discussion of risks that you should consider in connection with an
investment in the notes.

Per Note

Total

Price to Public(1)
99.928%
$ 599,568,000
Underwriting Discount
0.600%
$
3,600,000
Proceeds to Energy Transfer Partners, L.P. (Before Expenses)
99.328%
$ 595,968,000

(1)
Plus accrued interest from December 23, 2008, if settlement occurs after that date.

The underwriters expect to deliver the notes in book-entry form only to purchasers through The Depository
Trust Company on or about December 23, 2008.

Joint Book-Running Managers

MORGAN STANLEY
CREDIT SUISSE
J.P. MORGAN
WACHOVIA SECURITIES

Co-Managers

BANC OF AMERICA SECURITIES LLC
SUNTRUST ROBINSON HUMPHREY

The date of this prospectus supplement is December 18, 2008.
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TABLE OF CONTENTS

Page
Prospectus Supplement
Prospectus Supplement Summary
S-1
Risk Factors

S-10
Use of Proceeds

S-18
Ratio of Earnings to Fixed Charges

S-18
Capitalization

S-19
Description of Other Indebtedness

S-20
Description of Notes

S-24
Certain United States Federal Income Tax Considerations

S-39
Underwriting

S-43
Legal Matters

S-44
Experts

S-44
Where You Can Find More Information

S-44
Prospectus
About This Prospectus

1
Energy Transfer Partners, L.P.

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

4
Use of Proceeds
30
Ratio of Earnings to Fixed Charges

31
Description of Units

32
Cash Distribution Policy

39
Description of the Debt Securities

43
Material Income Tax Considerations

49
Investments in Us by Employee Benefit Plans

64
Legal Matters
66
Experts
66
Where You Can Find More Information

66

You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. We have not
authorized anyone to provide you with additional or different information. We are not making an offer to sell the
notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in
this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front
of this document 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 these dates.

We provide information to you about this offering of the notes in two separate documents that are bound
together: (1) this prospectus supplement, which describes the specific details regarding this offering and the specific
terms of the notes, and (2) the accompanying prospectus, which provides general information, some of which may
not apply to this offering. Generally, when we refer to this "prospectus," we are referring to both documents
combined. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you
should rely on this prospectus supplement.

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

This summary highlights information included or incorporated by reference in this prospectus supplement.
It does not contain all of the information that may be important to you. You should read carefully the entire
prospectus supplement, the accompanying prospectus, the documents incorporated by reference and the other
documents to which we refer herein for a more complete understanding of this offering.

Unless the context otherwise requires, references to (1) "Energy Transfer," "ETP," "we," "us," "our" and
similar terms, as well as references to the "Partnership," are to Energy Transfer Partners, L.P. and all of its
operating limited partnerships and subsidiaries and (2) "ETE" are to Energy Transfer Equity, L.P. With respect
to the cover page and in the sections entitled "Prospectus Supplement Summary -- The Offering" and
"Underwriting," "we," "our" and "us" refer only to Energy Transfer Partners, L.P. and not to any of its
operating limited partnerships or subsidiaries.

The Company

Overview

We are a publicly traded limited partnership that owns and operates a diversified portfolio of energy assets.
Our natural gas operations include intrastate natural gas gathering and transportation pipelines, an interstate
pipeline, natural gas treating and processing assets located in Texas, New Mexico, Arizona, Louisiana, Colorado
and Utah, and three natural gas storage facilities located in Texas. These assets include approximately 14,500 miles
of intrastate gas gathering and transportation pipeline in service, with an additional 300 miles of intrastate pipeline
under construction, and 2,450 miles of interstate pipeline. Our intrastate and interstate pipeline systems transport
natural gas from several significant natural gas producing areas, including the Barnett Shale in the Fort Worth Basin
in north Texas, the Bossier Sands in east Texas, the Permian Basin in west Texas, the San Juan Basin in New
Mexico and other producing areas in south Texas and central Texas. Our gathering and processing operations are
conducted in many of these same producing areas as well as in the Piceance and Uinta Basins in Colorado and Utah.
We are also one of the three largest retail marketers of propane in the United States, serving more than one million
customers across the country.

We have experienced substantial growth over the last five years through a combination of internal growth
projects and strategic acquisitions. Our internal growth projects consist primarily of the construction of natural gas
transmission pipelines, both intrastate and interstate. From September 1, 2003 through September 30, 2008, we
made growth capital expenditures, excluding capital contributions made in connection with the Midcontinent
Express Pipeline project, of approximately $3.5 billion, of which more than $2.7 billion was related to natural gas
transmission pipelines, and we have budgeted an additional $0.9 billion of growth capital expenditures from
October 1, 2008 through December 31, 2009, excluding capital contributions expected to be made in connection
with the Midcontinent Express Pipeline and Fayetteville Express Pipeline projects, which are expected to total
approximately $450 million for the same period. Primarily as a result of these internal growth projects and
acquisitions, we have increased our cash flow from operating activities from $162.7 million for the year ended
August 31, 2004 to $1.1 billion for the year ended August 31, 2007 and $1.0 billion for the nine months ended
September 30, 2008.

Our Business

Intrastate Transportation and Storage Operations

We own and operate approximately 7,800 miles of intrastate natural gas transportation pipelines and three
natural gas storage facilities. We own the largest intrastate pipeline system in the United States. Our intrastate
pipeline system interconnects to many major consumption areas in the United States. Our intrastate transportation
and storage segment focuses on the transportation of natural gas from various natural gas producing areas to major
natural gas consuming markets through connections with other pipeline systems. Our intrastate natural gas pipeline
system has an aggregate throughput capacity of approximately 11.3 billion cubic feet per day, or Bcf/d, of natural
gas. For the nine months ended September 30, 2008, we transported an average of 10.5 Bcf/d of natural gas through
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our intrastate natural gas pipeline system. We also utilize our three natural gas storage facilities to engage in natural
gas storage transactions in which we seek to find and profit from pricing differences that occur over time. These
transactions typically involve a purchase of physical natural gas that is injected into our storage facilities and a
related sale of natural gas pursuant to financial futures contracts at a price sufficient to cover our natural gas
purchase price and related carrying costs and provide for a gross profit margin. We also provide natural gas storage
services for third parties for which we charge storage fees as well as injection and withdrawal fees. Our storage
facilities have an aggregate working gas capacity of approximately 74.4 Bcf.

Our intrastate transportation and storage operations accounted for approximately 59% of our total consolidated
operating income for the year ended August 31, 2007 and approximately 64% of our total consolidated operating
income for the nine months ended September 30, 2008.

Based primarily on the increased drilling activities and increased natural gas production in the Barnett Shale in
north Texas and the Bossier Sands in east Texas, we have pursued a significant expansion of our natural gas
pipeline system in order to provide greater transportation capacity from these natural gas supply areas to markets for
natural gas. This expansion initiative, which has resulted in approximately 650 miles of large diameter pipeline
ranging from 20 inches to 42 inches with approximately 5.6 Bcf/d of natural gas transportation capacity, includes the
following completed pipeline construction projects:

· In April 2007, we completed the 243-mile pipeline from Cleburne in north Texas to Carthage in east Texas,
which we refer to as the Cleburne to Carthage pipeline, to expand our capacity to transport natural gas
produced from the Barnett Shale and the Bossier Sands to our Texoma pipeline and other pipeline
interconnections. The Cleburne to Carthage pipeline is primarily a 42-inch diameter natural gas pipeline. In
December 2007, we completed two natural gas compression projects that added approximately 90,000
horsepower on the Cleburne to Carthage pipeline, increasing natural gas deliverability at the Carthage Hub to
more than 2.0 Bcf/d.

· In April 2008, we completed our 150-mile Southeast Bossier 42-inch natural gas pipeline, which we refer to
as the Southeast Bossier pipeline. This pipeline connects our 42-inch Cleburne to Carthage pipeline and our
30-inch East Texas pipeline to our 30-inch Texoma pipeline. The Southeast Bossier pipeline has an initial
throughput capacity of 900 million cubic feet per day, or MMcf/d, that can be increased to 1.3 Bcf/d with the
addition of compression. The Southeast Bossier pipeline increases our takeaway capacity from the Barnett
Shale and Bossier Sands and provides increased market access for natural gas produced in these areas.

· In July 2008, we completed our 36-inch Paris Loop natural gas pipeline expansion project in north Texas.
This 135-mile pipeline initially provides us with an additional 400 MMcf/d of capacity out of the Barnett
Shale, with an anticipated increase to 900 MMcf/d by the second quarter of 2009. The Paris Loop originates
near Eagle Mountain Lake in northwest Tarrant County, Texas and connects to our Houston Pipe Line system
near Paris, Texas.

· In August 2008, we completed an expansion of our Cleburne to Carthage pipeline from the Texoma pipeline
interconnect to the Carthage Hub through the installation of 32 miles of 42-inch pipeline. This expansion,
which we refer to as the Carthage Loop, added 500 MMcf/d of pipeline capacity from Cleburne to the
Carthage Hub. We expect to increase the capacity of the Carthage Loop to 1.1 Bcf/d by adding compression
to this pipeline, which capacity increase we expect to complete in the third quarter of 2009.

· In August 2008, we completed the first segment of our 36-inch Maypearl to Malone natural gas pipeline
expansion project. This 25-mile pipeline extends from Maypearl, Texas to Malone, Texas, and provides an
additional 600 MMcf/d of capacity out of the Fort Worth Basin.

· In October 2008, we completed the first segment of our Southern Shale natural gas pipeline project, which
consists of 30 miles of 36-inch pipeline that originates in southern Tarrant County, Texas and delivers natural
gas to our Maypearl to Malone pipeline expansion project. When fully completed, the Southern Shale
pipeline will provide an additional 600 MMcf/d of take away capacity from the Barnett Shale.
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In addition, we have announced the following pipeline construction projects that are not yet completed:

· In October 2007, we announced an expansion of our East Texas pipeline with the installation of 56 miles of
36-inch pipeline and the addition of 20,000 horsepower of compression. This expansion, which we refer to
as the Katy expansion, will increase the capacity on the East Texas pipeline from approximately 700 MMcf/d
to more than 1.1 Bcf/d and is expected to be in service by the end of the first quarter of 2009.

· In April 2008, we announced another pipeline expansion project, which we refer to as the Texas
Independence Pipeline, that will consist of 148 miles of 42-inch pipeline connecting our ET Fuel System and
North Texas System with our East Texas pipeline. The Texas Independence Pipeline will expand our ET
Fuel System's throughput capacity by an incremental 1.1 Bcf/d and, with the addition of compression, the
capacity may be expanded to 1.75 Bcf/d. Construction of this pipeline is expected to begin by the end of
2008, with completion expected in the third quarter of 2009.

These pipeline projects are supported by principally fee-based contracts for periods ranging from five to ten
years.

Interstate Transportation Operations

We own and operate the Transwestern pipeline, an open-access natural gas interstate pipeline extending
approximately 2,450 miles from the gas producing regions of west Texas, eastern and northwest New Mexico, and
southern Colorado primarily to pipeline interconnects off the east end of its system and to pipeline interconnects at
the California border. The Transwestern pipeline has access to three significant gas basins: the Permian Basin in
west Texas and eastern New Mexico, the San Juan Basin in northwest New Mexico and southern Colorado, and the
Anadarko Basin in the Texas and Oklahoma panhandle. Natural gas sources from the San Juan Basin and
surrounding producing areas can be delivered eastward to Texas intrastate and mid-continent connecting pipelines
and natural gas market hubs as well as westward to markets like Arizona, Nevada and California. Transwestern's
customers include local distribution companies, producers, marketers, electric power generators and industrial
end-users.

During 2007, we initiated the Phoenix project, consisting of 260 miles of 42-inch and 36-inch pipeline lateral,
with a throughput capacity of 500 MMcf/d, connecting the Phoenix area to Transwestern's existing mainline at Ash
Fork, Arizona. We filed with the Federal Energy Regulatory Commission, or FERC, for a certificate of public
convenience and necessity on September 15, 2006. On November 15, 2007, the FERC issued a certificate
authorizing Transwestern to commence construction of the Phoenix project, subject to certain conditions. This
lateral pipeline will have a throughput capacity of 500 MMcf/d and the portion of the pipeline to the Phoenix area is
expected to be completed in the first quarter of 2009.

During the third quarter of 2008, we completed the San Juan Loop pipeline, a 26-mile loop that provides an
additional 375 MMcf/d of capacity to Transwestern's existing San Juan lateral. This expansion project supports the
Phoenix project by providing additional throughput capacity from the San Juan Basin natural gas supply area to
Transwestern's primary transmission pipeline that will provide natural gas for the Phoenix project pipeline.

Our interstate pipeline segment also includes our development of the Midcontinent Express Pipeline with
Kinder Morgan Energy Partners, L.P., or KMP. The Midcontinent Express Pipeline is an approximately 500-mile
interstate natural gas pipeline that will originate near Bennington, Oklahoma, be routed through Perryville,
Louisiana, and terminate at an interconnect with Transcontinental Gas Pipe Line Corporation's, or Transco,
interstate natural gas pipeline in Butler, Alabama. Transco's pipeline provides producers in the Barnett Shale,
Bossier Sands, the Fayetteville Shale in Arkansas and the Woodford/Caney Shale in Oklahoma access to the
significant natural gas markets in the midwest, northeast, mid-Atlantic and southeast portion of the United States.
The Midcontinent Express Pipeline will consist of 266 miles of 42-inch pipeline, 202 miles of 36-inch pipeline and
39 miles of 30-inch pipeline and have up to 13 receipt and/or delivery interconnections. The pipeline is expected to
have an initial throughput capacity of 1.5 Bcf/d, which can be increased to 1.8 Bcf/d with additional compression.
Midcontinent Express Pipeline, LLC, or MEP, the entity developing this pipeline, has received firm transportation
commitments from customers for the expanded 1.8 Bcf/d of throughput capacity for periods ranging from five to
10 years. The first phase of the pipeline, from Bennington, Oklahoma to Perryville, Louisiana, is expected to be in
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service during the second quarter of 2009, and the remainder of the pipeline is expected to be in service during the
third quarter of 2009.

Our interstate transportation segment accounted for approximately 12% of our total consolidated operating
income for the year ended August 31, 2007 and approximately 11% of our total consolidated operating income for
the nine months ended September 30, 2008.

Midstream Operations

We own and operate approximately 7,000 miles of in-service natural gas gathering pipelines, three natural gas
processing plants, 11 natural gas treating facilities, and 10 natural gas conditioning facilities. Our midstream
segment focuses on the gathering, compression, treating, blending, processing and marketing of natural gas, and our
operations are currently concentrated in the Barnett Shale in north Texas, the Bossier Sands in east Texas, the Austin
Chalk trend of southeast Texas, and the Piceance and Uinta Basins in Colorado and Utah.

Our midstream segment accounted for approximately 15% of our total consolidated operating income for the
year ended August 31, 2007 and approximately 18% of our total consolidated operating income for the nine months
ended September 30, 2008.

Retail Propane Operations

We are one of the three largest retail propane marketers in the United States, serving more than one million
customers across the country. Our propane operations extend from coast to coast with concentrations in the western,
upper midwestern, northeastern and southeastern regions of the United States. Our propane business has grown
primarily through acquisitions of retail propane operations and, to a lesser extent, through internal growth.

Our retail propane operations accounted for approximately 15% of our total consolidated operating income for
the year ended August 31, 2007 and approximately 7% of our total consolidated operating income for the nine
months ended September 30, 2008. The retail propane segment is a margin-based business in which gross profits
depend on the excess of sales price over propane supply cost. The market price of propane is often subject to
volatile changes as a result of supply or other market conditions over which we have no control.

Our propane business is largely seasonal and dependent upon weather conditions in our service areas.
Historically, approximately two-thirds of our retail propane volume and substantially all of our propane-related
operating income are attributable to sales during the six-month peak-heating season of October through March. This
generally results in higher operating revenues and net income in the propane segment during the period from October
through March of each year, and lower operating revenues and either net losses or lower net income during the
period from April through September of each year. Cash flow from operations is generally greatest during the
period from December to May of each year when customers pay for propane purchased during the six-month
peak-heating season. Sales to commercial and industrial customers are much less weather sensitive.

Recent Developments

ETP Enogex Partners LLC

In September 2008, we entered into an agreement with OGE Energy Corp., or OGE, to form a joint venture
entity to which OGE would contribute its Enogex midstream business and we would contribute our 100% equity
interest in Transwestern Pipeline Company, LLC, which we refer to as Transwestern Pipeline Company, our 50%
equity interest in MEP and our 100% equity interest in ETC Canyon Pipeline, LLC, which we refer to as ETC
Canyon Pipeline, which owns and operates the Canyon Gathering System. The joint venture entity, ETP Enogex
Partners LLC, or ETP Enogex Partners, will be jointly owned and managed by us and OGE on a 50/50 basis. We
and OGE are contractually obligated to take various actions to facilitate an initial public offering of ETP Enogex
Partners as a master limited partnership following the closing of the transaction, including the creation of a master
limited partnership structure pursuant to which we and OGE would each own 50% of the general partner entity that
would be entitled to receive incentive distribution payments from ETP Enogex Partners.
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