Obligation Energy Transmission 7.85% ( US29273RBA68 ) en USD

Energy Transmission

96.89 % ▼

Etats-unis

US29273RBA68 ( en USD )

7.85% par an ( paiement semestriel )

01/11/2066

Prospectus brochure de l'obligation Energy Transfer US29273RBA68 en USD 7.85%, échéance 01/11/2066

29273RBA6

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

01/08/2025 ( Dans 82 jours )

Energy Transfer est une société américaine de transport et de stockage d'énergie, possédant et exploitant un vaste réseau d'oléoducs, de gazoducs et d'infrastructures énergétiques liées.

L'Obligation émise par Energy Transmission ( Etats-unis ) , en USD, avec le code ISIN US29273RBA68, paye un coupon de 7.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2066

L'Obligation émise par Energy Transmission ( Etats-unis ) , en USD, avec le code ISIN US29273RBA68, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transmission ( Etats-unis ) , en USD, avec le code ISIN US29273RBA68, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-191885

PROSPECTUS

Offers to Exchange
Up To $277,486,000 of
7.60% Senior Notes due 2024 (CUSIP Nos. 29273R AU3 and U29273 AC0),
Up To $266,675,000 of
8.25% Senior Notes due 2029 (CUSIP Nos. 29273R AV1 and U29273 AD8) and
Up To $545,531,000 of
Floating Rate Junior Subordinated Notes due 2066 (CUSIP Nos. 29273R AW9 and U29273 AE6)
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $277,486,000 of
7.60% Senior Notes due 2024 (CUSIP No. 29273R BB4),
Up To $266,675,000 of
8.25% Senior Notes due 2029 (CUSIP No. 29273R BC2) and
Up To $545,531,000 of
Floating Rate Junior Subordinated Notes due 2066 (CUSIP No. 29273R BA6)
That Have Been Registered Under
The Securities Act of 1933

Terms of the New Notes Offered in the Exchange Offers:

· The terms of the new 7.60% senior notes due 2024 (CUSIP No. 29273R BB4 (the "New 2024 Notes")) are identical to the terms of the old
7.60% senior notes due 2024 that were issued on June 24, 2013 (CUSIP Nos. 29273R AU3 and U29273 AC0 (the "Old 2024 Notes")),
except that the New 2024 Notes will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain
restrictions on transfer, registration rights or provisions for additional interest.

· The terms of the new 8.25% senior notes due 2029 (CUSIP No. 29273R BC2 (the "New 2029 Notes" and, together with the New 2024
Notes, the "New Senior Notes")) are identical to the terms of the old 8.25% senior notes due 2029 that were issued on June 24, 2013 (CUSIP
Nos. 29273R AV1 and U29273 AD8 (the "Old 2029 Notes" and, together with the Old 2024 Notes, the "Old Senior Notes")), except that the
New 2029 Notes wil be registered under the Securities Act and wil not contain restrictions on transfer, registration rights or provisions for
additional interest.

· The terms of the new floating rate junior subordinated notes due 2066 (CUSIP No. 29273R BA6 (the "New Junior Subordinated Notes" and,
together with the New Senior Notes, the "New Notes")) are identical to the terms of the old floating rate junior subordinated notes due 2066
that were issued on June 24, 2013 (CUSIP Nos. 29273R AW9 and U29273 AE6 (the "Old Junior Subordinated Notes" and, together with the
Old Senior Notes, the "Old Notes")), except that the New Junior Subordinated Notes wil be registered under the Securities Act and will not
contain restrictions on transfer, registration rights or provisions for additional interest.
Terms of the Exchange Offers:

· We are offering to exchange up to $277,486,000 of our Old 2024 Notes for New 2024 Notes, up to $266,675,000 of our Old 2029 Notes for
New 2029 Notes and up to $545,531,000 of our Old Junior Subordinated Notes for New Junior Subordinated Notes, with materially identical
terms that have been registered under the Securities Act and are freely tradable.

· We will exchange all Old Notes that you validly tender and do not validly withdraw before the exchange offers expire for an equal principal
amount of the applicable New Notes.

· The exchange offers expire at 5:00 p.m., New York City time, on December 6, 2013, unless extended.

· Tenders of Old Notes may be withdrawn at any time prior to the expiration of the exchange offers.

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· The exchange of New Notes for Old Notes will not be a taxable event for U.S. federal income tax purposes.

· Broker-dealers who receive New Notes pursuant to the exchange offers acknowledge that they will deliver a prospectus in connection with
any resale of such New Notes.

· Broker-dealers who acquired the Old Notes as a result of market-making or other trading activities may use the prospectus for the exchange
offers, as supplemented or amended, in connection with resales of the New Notes.

You should carefully consider the risk factors beginning on page 15 of this prospectus before participating in
the exchange offers.

Neither the Securities and Exchange Commission 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.

The date of this prospectus is November 7, 2013
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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in
the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. We 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 Securities and Exchange Commission that is incorporated by reference
herein, is accurate as of any date other than its respective date.
TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
ii
PROSPECTUS SUMMARY
1
RISK FACTORS
15
EXCHANGE OFFERS
20
RATIO OF EARNINGS TO FIXED CHARGES
27
USE OF PROCEEDS
28
DESCRIPTION OF OTHER INDEBTEDNESS
29
BOOK-ENTRY; DELIVERY AND FORM
61
PLAN OF DISTRIBUTION
64
MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES
65
LEGAL MATTERS
66
EXPERTS
66
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
66
ANNEX A: LETTER OF TRANSMITTAL
A-1

This prospectus incorporates important business and financial information about us that is not included or delivered with
this prospectus. Such information is available without charge to holders of Old Notes upon written or oral request made to
Energy Transfer Partners, L.P., 3738 Oak Lawn Avenue, Dallas, Texas 75219, Attention: Thomas P. Mason (Telephone
(214) 981-0700). To obtain timely delivery of any requested information, holders of Old Notes must make any request no later
than five business days prior to the expiration of the exchange offers.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains various forward-looking statements and information that are based on our beliefs and those of our
general partner, as well as assumptions made by and information currently available to us. These forward-looking statements are
identified as any statement that does not relate strictly to historical or current facts. When used in this prospectus, words such as
"anticipate," "project," "expect," "plan," "goal," "forecast," "intend," "could," "believe," "may," and similar expressions and
statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we
and our general partner believe that the expectations on which such forward-looking statements are based are reasonable, neither we
nor our general partner can give assurances that such expectations will prove to be correct. Forward-looking statements are subject to
a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. Among
the key risk factors that may have a direct bearing on our results of operations and financial condition are:

·
the amount of natural gas transported on our pipelines and gathering systems;

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

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

·
the prices and market demand for, and the relationship between, natural gas and natural gas liquids, or NGLs;

·
energy prices generally;

·
the prices of natural gas and propane compared to the price of alternative and competing fuels;

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

·
the level of domestic oil, propane and natural gas production;

·
the availability of imported oil and natural gas;

·
actions taken by foreign oil and gas producing nations;

·
the political and economic stability of petroleum producing nations;

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

·
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;

·
energy efficiencies and technological trends;

·
governmental regulation and taxation;

·
changes to, and the application of, regulation of tariff rates and operational requirements related to our interstate and

intrastate pipelines;

·
hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs or to

the transporting, storing and distributing of propane that may not be fully covered by insurance;

·
competition from other midstream companies and interstate pipeline companies;

·
loss of key personnel;

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·
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;

·
the effectiveness of risk-management policies and procedures and the ability of our liquids marketing counterparties to

satisfy their financial commitments;

·
the nonpayment or nonperformance by our customers;

·
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;

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

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

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

·
a deterioration of the credit and capital markets;

·
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;

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

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

·
the costs and effects of legal and administrative proceedings.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please
review the risk factors described under "Risk Factors" in this prospectus and the risk factors set forth in our, Southern Union
Company's and Sunoco Logistics Partners L.P.'s Annual Reports on Form 10-K for the year ended December 31, 2012, in each case
as updated by our, Southern Union Company's and Sunoco Logistics Partners L.P.'s subsequent Quarterly Reports on Form 10-Q.

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PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the
information that may be important to you. You should read this entire prospectus and the documents incorporated by
reference and to which we refer you before making an investment decision. You should carefully consider the information set
forth under "Risk Factors" beginning on page 15 of this prospectus, the other cautionary statements described in this
prospectus, and the risk factors and other cautionary statements, including those described under the heading "Risk Factors"
in our, Southern Union Company's and Sunoco Logistics Partners L.P.'s Annual Reports on Form 10-K for the year ended
December 31, 2012, in each case as updated by our, Southern Union Company's and Sunoco Logistics Partners L.P.'s
subsequent Quarterly Reports on Form 10-Q. In addition, certain statements include forward-looking information that
involves risks and uncertainties. See "Cautionary Statement Regarding Forward-Looking Statements."
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 subsidiaries, and
(2) "ETE" are to Energy Transfer Equity, L.P., the owner of our general partner. With respect to the cover page and in the
sections entitled "Prospectus Summary--The Exchange Offers," "Prospectus Summary--Terms of the New Senior Notes,"
"Prospectus Summary--Terms of the New Junior Subordinated Notes," "Description of the New Senior Notes" and
"Description of the New Junior Subordinated Notes," "we," "our" and "us" refer only to Energy Transfer Partners, L.P. and
not to any of its subsidiaries.
Energy Transfer Partners, L.P.
Overview
We are a publicly traded limited partnership that owns and operates, through our subsidiaries and joint ventures, a
diversified portfolio of energy assets, including interstate and intrastate natural gas, natural gas liquids, or NGLs, refined
products and crude oil pipelines; natural gas storage, treating and conditioning facilities; natural gas processing plants and retail
gasoline stations. We operate our business in six primary segments:

·
intrastate natural gas transportation and storage;

·
interstate natural gas transportation and storage;

·

midstream;

·
NGL transportation and services;

·
investment in Sunoco Logistics Partners L.P., or Sunoco Logistics; and

·

retail
marketing.
Our other operations include natural gas distribution and our ownership of interests in certain businesses engaged in
compression services, retail propane distribution and refining. In April 2013, we completed our acquisition of ETE's 60%
interest in ETP Holdco Corporation, or ETP Holdco, and, as a result, we own 100% of ETP Holdco, which owns Southern Union
Company, or Southern Union, and Sunoco, Inc., or Sunoco. Additionally, in April 2013, Southern Union completed its
contribution of its gathering system operated by Southern Union Gas Services, or SUGS, to Regency Energy Partners LP, or
Regency, in exchange for cash, 31.4 million Regency common units and 6.3 million Regency Class F common units. Effective
September 1, 2013, Southern Union also completed the sale of its Missouri Gas Energy division. Please read "--Recent
Developments" for more information on this sale, as well as Southern Union's pending sale of its New England Gas Company
division.

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Our Business
Intrastate Natural Gas Transportation and Storage
We own and operate approximately 7,800 miles of intrastate natural gas transportation pipelines, which is the largest
intrastate pipeline system in the United States, and three natural gas storage facilities in Texas. Our intrastate pipeline system has
an aggregate throughput capacity of approximately 14.1 billion cubic feet per day, or Bcf/d, and interconnects to many major
consumption areas in the United States. For the year ended December 31, 2012, we transported an average of 9.8 Bcf/d of natural
gas through our intrastate natural gas pipeline system.
Our intrastate natural gas transportation and storage segment's results are determined primarily by the amount of fees we
charge our customers to reserve capacity as well as the actual volume of natural gas that flows through the transportation
pipelines.
We also provide natural gas storage services to third parties for which we charge storage fees as well as engage in natural
gas storage transactions in which we profit from pricing differences that occur over time.
Interstate Natural Gas Transportation and Storage
Through our interstate natural gas transportation and storage segment, we directly own and operate approximately 12,600
miles of interstate natural gas transportation pipelines, with an aggregate throughput capacity of approximately 10.8 Bcf/d, and
have a 50% interest in the joint venture that owns the 185-mile Fayetteville Express pipeline, which has a throughput capacity of
approximately 2.0 Bcf/d. We also own a 50% interest in Citrus Corp., or Citrus, which owns 100% of Florida Gas Transmission
Company, or FGT, which owns and operates an approximately 5,400-mile pipeline system with a throughput capacity of
approximately 3.1 Bcf/d that extends from South Texas through the Gulf Coast to South Florida. For the year ended December 31,
2012, we transported an average of 3.0 Bcf/d of natural gas on our interstate natural gas pipelines, excluding the assets of
Southern Union's subsidiary, Panhandle Eastern Pipeline Company, or Panhandle.
Our interstate natural gas transportation and storage segment includes Panhandle, which owns and operates a large natural
gas open-access interstate pipeline network. This pipeline network, consisting of the Panhandle, Trunkline and Sea Robin
transmission systems, serves customers in the Midwest, Gulf Coast and Midcontinent United States with a comprehensive array of
transportation and storage services. In connection with its natural gas pipeline transportation and storage systems, Panhandle has
five natural gas storage fields located in Illinois, Kansas, Louisiana, Michigan and Oklahoma. Pan Gas Storage, LLC, doing
business as Southwest Gas, operates four of these storage fields and Trunkline Gas Company, LLC operates one. Through
Trunkline LNG Company, LLC, or Trunkline LNG Company, Panhandle owns and operates a liquefied natural gas terminal in
Lake Charles, Louisiana. For the year ended December 31, 2012, Panhandle transported an average of 3.8 Bcf/d of natural gas on
its natural gas open-access interstate pipeline network.
The results from our interstate transportation and storage segment are primarily derived from the fees we earn from natural
gas transportation and storage services.
Midstream
Through our midstream segment, we own and operate approximately 6,700 miles of in-service natural gas and NGL
gathering pipelines aggregating a combined capacity of approximately 5.6 Bcf/d, four natural gas processing plants with an
aggregate capacity of 1.0 Bcf/d, 15 natural gas treating facilities with an aggregate capacity of 2.2 Bcf/d and three natural gas
conditioning facilities with an aggregate capacity of 0.3 Bcf/d. Our midstream segment focuses on the gathering, compression,
treating, blending, processing and marketing of natural gas, and our operations are currently concentrated in major producing
basins and shales, including the

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Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Barnett Shale and Woodford Shale in North Texas, the
Bossier Sands in East Texas, the Marcellus Shale in West Virginia, and the Haynesville Shale in East Texas and Louisiana. Many
of our midstream assets are integrated with our intrastate natural gas transportation and storage assets. For the year ended
December 31, 2012, excluding the operations of SUGS which we contributed to Regency in April 2013, we averaged gathering
volumes of 2.4 Bcf/d and NGL production averaged 79,640 barrels per day, or Bbls/d.
Our midstream segment results are derived primarily from margins we earn for natural gas volumes that are gathered,
transported, purchased and sold through our pipeline systems and the natural gas and NGL volumes processed at our processing
and treating facilities.
NGL Transportation and Services
Through our NGL transportation and services segment, we own and operate approximately 300 miles of NGL pipelines with
aggregate throughput capacity of approximately 320,000 Bbls/d and have a 50% interest in the Liberty pipeline, an approximately
85-mile NGL pipeline with aggregate throughput capacity of approximately 90,000 Bbls/d. We also have a 70% interest in Lone
Star NGL LLC, which owns approximately 2,000 miles of NGL pipelines with aggregate throughput capacity of approximately
342,000 Bbls/d, three NGL processing plants with aggregate capacity of 26,000 Bbls/d, two fractionation facilities with
aggregate capacity of approximately 125,000 Bbls/d and NGL storage facilities with aggregate working storage capacity of
approximately 47 million barrels. One of the fractionation facilities and most of the NGL storage facilities are located at Mont
Belvieu, Texas, and the NGL pipelines primarily transport NGL from the Permian and Delaware basins and the Barnett Shale and
Eagle Ford Shale to Mont Belvieu. For the year ended December 31, 2012, we averaged NGL transportation volumes of 172,569
Bbls/d and NGL fractionation volumes of 17,754 Bbls/d.
NGL storage revenues are derived from base storage fees that are tied to the volume of capacity reserved, regardless of use,
and throughput fees for providing ancillary services, including receipt and delivery, custody transfer and rail/truck loading and
unloading fees.
NGL transportation revenue is principally generated from fees charged to customers under dedicated contracts to deliver the
total output from particular processing plants or take-or-pay contracts which have minimum throughput commitments requiring the
customer to pay regardless of whether a fixed volume is transported.
Investment in Sunoco Logistics
In connection with the completion of our acquisition of Sunoco and certain related transactions in October 2012, we
acquired the general partner interests, all of the incentive distribution rights and a 32.4% limited partner interest in Sunoco
Logistics. Sunoco Logistics operates crude oil pipelines, crude oil acquisition and marketing, terminal facilities and refined
products pipelines primarily in the Northeast, Midwest and Southwest regions of the United States. In addition, the investment in
Sunoco Logistics segment has ownership interests in several refined product pipeline joint ventures. Sunoco Logistics' crude oil
pipelines transport crude oil principally in Oklahoma and Texas. Crude oil transportation pipelines primarily deliver to and
connect with other pipelines that deliver crude oil to a number of third-party refineries. Sunoco Logistics' crude oil pipelines
consist of approximately 4,900 miles of crude oil trunk pipelines and approximately 500 miles of crude oil gathering lines that
supply the trunk pipelines. The throughput on Sunoco Logistics' pipelines averaged approximately 1.56 million Bbls/d for the
year ended December 31, 2012.
Sunoco Logistics' crude oil acquisition and marketing business gathers, purchases, markets and sells crude oil principally in
the Midcontinent United States, utilizing its fleet of approximately 200 crude oil transport

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trucks, approximately 120 crude oil truck unloading facilities and third-party assets. For the year ended December 31, 2012, the
average daily volumes for crude oil purchases and sales was 673,000 Bbls/d and 669,000 Bbls/d, respectively.
Sunoco Logistics' refined products terminal facilities receive refined products from pipelines, barges, railcars and trucks
and transfer them to or from storage or transportation systems, such as pipelines, to other transportation systems, such as trucks or
other pipelines. Sunoco Logistics' terminal facilities consist of an aggregate crude oil and refined products capacity of
approximately 40 million barrels, including the 22 million barrel Nederland, Texas crude oil terminal; the 5 million barrel Eagle
Point, New Jersey refined products and crude oil terminal; approximately 41 active refined products marketing terminals located
in the Northeast, Midwest and Southwest United States; and several refinery terminals located in the Northeast United States. For
the year ended December 31, 2012, the total average daily throughput was 487,000 Bbls/d for the 41 refined products marketing
terminals, 724,000 Bbls/d for the Nederland terminal and 56,000 Bbls/d for the Eagle Point terminal.
Sunoco Logistics' refined product pipelines transport refined products, including multiple grades of gasoline, middle
distillates (such as heating oil, diesel and jet fuel) and liquefied petroleum gases (such as propane and butane) from refineries to
markets. Sunoco Logistics' refined products pipelines consist of approximately 2,500 miles of refined product pipelines and joint
venture interests in four refined products pipelines in selected areas of the United States. Average daily throughput on the refined
products pipelines for the year ended December 31, 2012 was 582,000 Bbls/d.
Retail Marketing
Our retail marketing business segment consists of Sunoco's marketing operations, which sell gasoline and middle distillates
at retail and operate convenience stores in 25 states, primarily on the East Coast and in the Midwest region of the United States.
The highest concentrations of outlets are located in Connecticut, Florida, Maryland, Massachusetts, Michigan, New Jersey, New
York, Ohio, Pennsylvania and Virginia. Some of these outlets are traditional locations that sell fuel products under the Sunoco®
and Coastal® brands whereas others are APlus® convenience stores or Ultra Service Centers® that provide automotive
diagnostics and repair. Our branded fuels sales (including middle distillates) averaged 318,000 Bbls/d from the closing of our
acquisition of Sunoco on October 5, 2012 through December 31, 2012. The Sunoco® brand is positioned as a premium brand, and
is the official fuel of NASCAR® and the INDYCAR® series through 2019 and 2014, respectively. Additionally, our APlus®
convenience stores are the official convenience stores of NASCAR®.
Other Operations
Our other operations consist of (i) natural gas compression services and a natural gas compression equipment business;
(ii) an approximate 23.8% limited partner interest in AmeriGas Partners, L.P., which is engaged in retail propane marketing;
(iii) the local distribution of natural gas in Massachusetts through Southern Union; (iv) an approximate 30% non-operating interest
in a joint venture with The Carlyle Group, L.P., which owns a refinery in Philadelphia and (v) an approximate 15% limited
partner interest in Regency and ownership of 6.3 million Regency Class F common units. Effective September 1, 2013, Southern
Union completed the sale of its Missouri Gas Energy division. Please read "--Recent Developments" for more information on
this sale, as well as Southern Union's pending sale of its New England Gas Company division.
Business Strategy
Our business strategy is to increase unitholder distributions and the value of our common units. We believe we have
engaged, and will continue to engage, in a well-balanced plan for growth through internally generated

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expansion and measures aimed at increasing the profitability of our existing assets. We intend to continue to operate as a
diversified, growth-oriented master limited partnership with a focus on increasing the amount of cash available for distribution on
each common unit.
We believe that we are well-positioned to compete in the natural gas, NGL and crude oil industries based on the following
strengths:

·
We believe that the size and scope of our operations, our stable asset base and cash flow profile, and our investment

grade status will be significant positive factors in our efforts to obtain new debt or equity financing in light of current
market conditions.

·
Our experienced management team has an established reputation as highly-effective, strategic operators within our
operating segments. In addition, our management team is motivated to effectively and efficiently manage our business

operations through performance-based incentive compensation programs and through ownership of a substantial equity
position in ETE, the entity that indirectly owns our general partner, and therefore benefits from incentive distribution
payments we make to our general partner.
We intend to accomplish our business strategy by executing on the following operating strategies:
Enhancing profitability of existing assets. We intend to increase the profitability of our existing asset base by adding new
volumes of natural gas and NGLs under long-term producer commitments, increasing refined product and crude oil pipeline and
terminal throughput, undertaking additional initiatives to enhance utilization, reducing costs by improving operations and realizing
operational and commercial synergies by focusing on the integration of our recently acquired assets.
Engaging in construction and expansion opportunities. We intend to leverage our existing infrastructure and customer
relationships by constructing and expanding our natural gas, NGL and crude oil systems to meet new or increased demand for
midstream and transportation services. Further, we intend to continue expansion capital projects on our existing refined products
and crude oil assets to, among other things, expand services at our refined products terminals and increase tankage at our
terminalling facilities.
Increasing cash flow from fee-based businesses. We intend to seek to increase the percentage of our midstream business
conducted with third parties under fee-based arrangements in order to reduce our exposure to changes in commodity prices.
Recent Developments
Sale of Missouri Gas Energy. In December 2012, we announced that Southern Union had entered into definitive purchase
and sale agreements dated December 14, 2012 with each of Plaza Missouri Acquisition, Inc., or Laclede Missouri, and Plaza
Massachusetts Acquisition, Inc., or Laclede Massachusetts, both of which are subsidiaries of the Laclede Group, Inc., or Laclede,
pursuant to which Laclede Missouri agreed to acquire the assets of Southern Union's Missouri Gas Energy division, and Laclede
Massachusetts agreed to acquire the assets of Southern Union's New England Gas Company division. On February 11, 2013,
Laclede announced that it had entered into an agreement with Algonquin Power & Utilities Corp., or APUC, that will allow a
subsidiary of APUC to assume the right of Laclede Massachusetts to purchase the assets of Southern Union's New England Gas
Company division, subject to certain approvals. Southern Union completed its sale of the Missouri Gas Energy division effective
September 1, 2013 for $975 million in cash, and we expect the sale of the New England Gas Company division to be completed
during the fourth quarter of 2013, subject to the receipt of required regulatory approval. The aggregate value of these transactions
is approximately $1.035 billion, comprised of $1.015 billion in cash and approximately $20 million of assumed debt of the New
England Gas Company division.

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