Obligation Energy Transfer Partners 9% ( US29273RAM16 ) en USD

Energy Transfer Partners

100 % ▼

Etats-unis

US29273RAM16 ( en USD )

9% par an ( paiement semestriel )

14/04/2019 - Obligation échue

Prospectus brochure de l'obligation Energy Transfer L.P US29273RAM16 en USD 9%, échue

1 000 USD

450 000 000 USD

29273RAM1

N/A

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 ( Etats-unis ) , en USD, avec le code ISIN US29273RAM16, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2019

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Table of Contents
Fee Rider
A filing fee of $55,800, calculated in accordance with Rule 457(r), has been transmitted to the SEC in
connection with the securities offered from Registration Statement File No. 333-147990 by means of this
prospectus supplement.

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2007)

$1,000,000,000

Energy Transfer Partners, L.P.

8.50% Senior Notes due 2014

9.00% Senior Notes due 2019

We are offering $350,000,000 aggregate principal amount of our 8.50% Senior Notes due 2014, or
2014 notes, and $650,000,000 aggregate principal amount of our 9.00% Senior Notes due 2019, or
2019 notes. We refer to the 2014 notes and 2019 notes, collectively, as the notes.
Interest on the notes will accrue from April 7, 2009 and will be payable semiannually on April 15
and October 15 of each year, beginning on October 15, 2009. The 2014 notes will mature on April 15,
2014 and the 2019 notes will mature on April 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-17.
The notes are our unsecured senior 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. The notes will not initially be guaranteed by our subsidiaries.
None of the Securities and Exchange Commission, any state securities commission or any
other U.S. regulatory authority has approved or disapproved of the securities nor have any of
the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy
or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this
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prospectus supplement 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

Total

Per

Total

2014 Note
2014 Notes
2019 Note
2019 Notes

Price to Public(1)
99.996 % $ 349,986,000 99.996 % $ 649,974,000
Underwriting Discount
0.600 % $ 2,100,000 0.650 % $ 4,225,000
Proceeds to Energy Transfer
Partners, L.P. (Before Expenses) 99.396 % $ 347,886,000 99.346 % $ 645,749,000

(1) Plus accrued interest from April 7, 2009, 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 April 7, 2009.

Joint Book-Running Managers

Credit
Suisse

J.P.

Morgan

Morgan

Stanley

RBS Greenwich

Capital

Co-Managers
BNP PARIBAS
Deutsche Bank Securities

The date of this prospectus supplement is April 2, 2009.
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TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement

ii
Prospectus Supplement Summary
S-1
Risk Factors
S-8
S-
Use of Proceeds
10
S-
Ratio of Earnings to Fixed Charges
10
S-
Capitalization
11
S-
Description of Other Indebtedness
13
S-
Description of Notes
17
S-
Certain United States Federal Income Tax Considerations
32
S-
Underwriting
36
S-
Legal Matters
38
S-
Experts
38
S-
Where You Can Find More Information
38

Prospectus
About This Prospectus

1
Energy Transfer Partners, L.P.

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

4
Use of Proceeds
30
Ratio of Earnings to Fixed Charges
31
Description of Units
32
Cash Distribution Policy
39
Description of the Debt Securities
43
Material Income Tax Considerations
49
Investments In Us By Employee Benefit Plans
64
Legal Matters
66
Experts
66
Where You Can Find More Information
66
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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents that offer varying levels of detail:

· the accompanying prospectus, which provides general information, some of which may not apply to the
notes; and

· this prospectus supplement, which provides a summary of the specific terms of the notes.
Generally, when we refer to this "prospectus," we are referring to both documents 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. We have not authorized anyone else to give you different information. We are not
offering the notes in any state where the offer is not permitted. You should not assume that the information in
this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on
the front of those documents. If the description of this offering varies between this prospectus supplement and
the accompanying prospectus, you should rely on the information in this prospectus supplement. You should
not assume that any information contained in the documents incorporated by reference in this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the respective dates of those
documents. Our business, financial condition, results of operations and prospects may have changed since
those dates.
None of Energy Transfer Partners, L.P., the underwriters or any of their respective representatives is making
any representation to you regarding the legality of an investment in the notes by you under applicable laws.
You should consult with your own advisors as to 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 is important to you. You should read
carefully the entire prospectus supplement, the accompanying prospectus, the documents incorporated
by reference and the other documents to which we refer herein for a more complete understanding of
this offering.
Unless the context otherwise requires, the words "Energy Transfer," "ETP," "we," "us," "our" and
similar terms, as well as references to the "Partnership" refer to Energy Transfer Partners, L.P. and all
of its operating limited partnerships and subsidiaries. With respect to the cover page and in the sections
entitled "Prospectus Supplement Summary -- The Offering," "Description of Notes" and
"Underwriting," "we," "our" and "us" refer only to Energy Transfer Partners, L.P. and not to any of its
operating limited partnerships or subsidiaries.

The Company
Overview
We are a publicly traded limited partnership that owns and operates a diversified portfolio of energy
assets. Our natural gas operations include intrastate natural gas gathering and transportation pipelines,
an interstate pipeline, natural gas treating and processing assets located in Texas, New Mexico,
Arizona, Louisiana, Colorado and Utah, and three natural gas storage facilities located in Texas. These
assets include approximately 14,600 miles of intrastate pipeline in service, with approximately
250 miles of intrastate pipeline under construction. In addition, we own approximately 2,700 miles of
interstate pipeline in service and have a 50% interest in a joint venture that has approximately 500 miles
of interstate pipeline under construction. 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 and New
Mexico, 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 December 31, 2008, we made growth capital expenditures, excluding capital
contributions made in connection with the Midcontinent Express Pipeline project, of approximately
$4.4 billion, of which more than $3.7 billion was related to natural gas transmission pipelines, and we
have budgeted an additional $775 million to $825 million of growth capital expenditures for 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 $600 million to
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$640 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 $1.3 billion for the year ended December 31, 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 12.8 billion cubic feet per day, or Bcf/d, of natural gas. For the year ended December 31,
2008, we transported an average of 11.2 Bcf/d of natural gas through our intrastate natural gas pipeline
system. We also utilize our three natural gas storage
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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 65% of our total
consolidated operating income for the year ended December 31, 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
700 miles of large diameter pipeline ranging from 20 inches to 42 inches with approximately 6.5 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.

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· 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 January 2009, we completed our Southern Shale natural gas pipeline project, which consists of
31 miles of 36-inch pipeline that originates in southern Tarrant County, Texas and delivers
natural gas to our Maypearl to Malone pipeline expansion project. The Southern Shale pipeline
provides an additional 700 MMcf/d of takeaway capacity from the Barnett Shale.
S-2
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