Obligation Energy Transfer Partners 6.125% ( US29273RBJ77 ) en USD

Energy Transfer Partners

95.9822 % ▼

Etats-unis

US29273RBJ77 ( en USD )

6.125% par an ( paiement semestriel )

14/12/2045 ( La date du prochain call est le 15/06/2045 )

Prospectus brochure de l'obligation Energy Transfer L.P US29273RBJ77 en USD 6.125%, échéance 14/12/2045

2 000 USD

1 000 000 000 USD

29273RBJ7

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 165 jours )

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 US29273RBJ77, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2045

L'Obligation émise par Energy Transfer Partners ( Etats-unis ) , en USD, avec le code ISIN US29273RBJ77, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer Partners ( Etats-unis ) , en USD, avec le code ISIN US29273RBJ77, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d944829d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202507
CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum Aggregate
Amount of
of Securities to be Offered

Offering Price

Registration Fee(1)
2.500% Senior Notes due 2018

$650,000,000

$75,530
4.150% Senior Notes due 2020

$350,000,000

$40,670
4.750% Senior Notes due 2026

$1,000,000,000

$116,200
6.125% Senior Notes due 2045

$1,000,000,000

$116,200
Total

$3,000,000,000

$348,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 5, 2015)
$3,000,000,000

Energy Transfer Partners, L.P.
$ 650,000,000 2.500% Senior Notes due 2018
$ 350,000,000 4.150% Senior Notes due 2020
$1,000,000,000 4.750% Senior Notes due 2026
$1,000,000,000 6.125% Senior Notes due 2045

We are offering $650,000,000 aggregate principal amount of our 2.500% Senior Notes due 2018, or the 2018 notes, $350,000,000 aggregate principal amount of our
4.150% Senior Notes due 2020, or the new 2020 notes, $1,000,000,000 aggregate principal amount of our 4.750% Senior Notes due 2026, or the 2026 notes, and
$1,000,000,000 aggregate principal amount of our 6.125% Senior Notes due 2045, or the 2045 notes. The new 2020 notes are being offered as additional notes under an
indenture pursuant to which we issued $700,000,000 aggregate principal amount of 4.150% Senior Notes due 2020 on September 19, 2013, or the existing 2020 notes. We
refer to the new 2020 notes and the existing 2020 notes, collectively, as the 2020 notes. The new 2020 notes and the existing 2020 notes will be treated as a single class of
securities under the applicable indenture. We refer to the 2018 notes, the 2026 notes and the 2045 notes, collectively, as the new issuance notes and, together with the new
2020 notes, the notes.
Interest on the new 2020 notes will accrue from April 1, 2015 and will be payable semi-annually on April 1 and October 1 of each year, beginning on October 1,
2015. Interest on the 2018 notes and the 2045 notes will accrue from June 23, 2015 and will be payable semi-annually on June 15 and December 15 of each year,
beginning on December 15, 2015. Interest on the 2026 notes will accrue from June 23, 2015 and will be payable semi-annually on January 15 and July 15 of each year,
beginning on January 15, 2016. The 2018 notes will mature on June 15, 2018, the 2020 notes will mature on October 1, 2020, the 2026 notes will mature on January 15,
2026 and the 2045 notes will mature on December 15, 2045.
We may redeem some or all of the notes of each 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 Notes--Optional Redemption."
Like the existing 2020 notes, 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, including our existing senior notes and the existing senior notes and debentures of Sunoco,
Inc., or Sunoco, and the 4.500% Senior Notes due 2023 of Regency Energy Partners LP, or Regency, with respect to each of which we are a co-obligor, and senior in right
of payment to all of our current and future subordinated debt, including our existing junior subordinated notes. Like the existing 2020 notes, the notes will not initially be
guaranteed by our subsidiaries.
Each series of the new issuance 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
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-7 of this prospectus supplement and page 4 of
the accompanying prospectus 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
Per
Per
Per
2018
Total
2020
Total
2026
Total
2045
Total

Note
2018 Notes
Note
2020 Notes
Note
2026 Notes
Note
2045 Notes
Price to Public(1)(2)
99.946% $649,649,000 103.113% $360,895,500 99.275% $992,750,000 99.619% $996,190,000
Underwriting Discount
0.350% $
2,275,000
0.600% $
2,100,000 0.650% $
6,500,000 0.875% $
8,750,000
Proceeds to Energy Transfer Partners, L.P.
(Before Expenses)
99.596% $647,374,000 102.513% $358,795,500 98.625% $986,250,000 98.744% $987,440,000

(1) Plus accrued interest on the new 2020 notes from April 1, 2015 (the most recent interest payment date for the 2020 notes).
(2) Plus accrued interest from June 23, 2015, if settlement occurs after that date, for the new issuance notes.
The underwriters expect to deliver the notes in book-entry form only through The Depository Trust Company on or about June 23, 2015.

Joint Book-Running Managers

Deutsche Bank Securities

MUFG

Wells Fargo Securities
DNB Markets

BofA Merrill Lynch

Barclays
Credit Suisse

Goldman, Sachs & Co.

J.P. Morgan
Mizuho Securities

Morgan Stanley

SunTrust Robinson Humphrey

US Bancorp

Co-Managers

Comerica Securities

Natixis

PNC Capital Markets LLC

The date of this prospectus supplement is June 18, 2015.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Prospectus

Page
About This Prospectus Supplement
S-ii
About This Prospectus

1
Prospectus Supplement Summary
S-1
Energy Transfer Partners, L.P.

1
Risk Factors
S-7
Cautionary Statement Concerning Forward-Looking
Use of Proceeds
S-9
Statements

2
Capitalization
S-10
Risk Factors

4
Description of Other Indebtedness
S-12
Use Of Proceeds

5
Description of Notes
S-21
Ratio Of Earnings to Fixed Charges

6
Certain United States Federal Income Tax Considerations
S-38
Description of Units

7
Underwriting
S-43
Cash Distribution Policy

16
Legal Matters
S-47
Description of the Debt Securities

21
Experts
S-47
Material U.S. Federal Income Tax Consequences

27
Where You Can Find More Information
S-47
Tax Consequences of Ownership of Debt Securities

43
Investments in Us by Employee Benefit Plans

44
Legal Matters

47
Experts

47
Where You Can Find More Information

48

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
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. 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 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, and the underwriters have not, authorized
anyone else to give you different information. We are not, and the underwriters are not, offering the notes in any jurisdiction where the offer is not
permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement or in the
accompanying prospectus is accurate as of any date other than the date on the front of those respective 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.

S-ii
Table of Contents
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 you should consider before making an investment decision. You should read carefully this 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 subsidiaries, including Sunoco Logistics Partners L.P., or
Sunoco Logistics, and Sunoco LP, 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 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 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 seven
primary segments:

· intrastate natural gas transportation and storage;

· interstate natural gas transportation and storage;

· midstream;

· liquids transportation and services;

· investment in Sunoco Logistics;

· retail marketing; and

· all other.
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
Our other operations include natural gas distribution and our ownership of interests in certain businesses engaged in compression
services, retail propane distribution and refining.
Recent Developments
On April 30, 2015, we consummated our previously announced acquisition of Regency (the "Regency merger"), with Regency
continuing as our wholly owned subsidiary. At the effective time of the Regency merger, each Regency common unit and Class F unit was
converted into the right to receive 0.4124 ETP common units, and each Regency Series A Cumulative Convertible Preferred Unit was
converted into the right to receive one Series A Cumulative Convertible Preferred Unit representing a limited partner interest in ETP. In
connection with the Regency merger, ETE agreed to reduce the incentive distributions it receives from us by a total of $320 million over a
five-year period. The incentive distribution right ("IDR") subsidy will be $80 million in the first year post-closing and $60 million per year
for the following four years. In addition, we repaid in full all outstanding borrowings under Regency's revolving credit facility, became a co-
obligor with respect to Regency's 4.500% Senior Notes due 2023 and provided a guarantee of Regency's obligations under its other senior
notes.

S-1
Table of Contents
Our Principal Executive Offices
We are a limited partnership formed under the laws of the State of Delaware. Our executive offices are located at 3738 Oak Lawn
Avenue, Dallas, Texas 75219. Our telephone number is (214) 981-0700. We 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.

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
Energy Transfer Partners, L.P.
Notes Offered
We are offering $3,000,000,000 aggregate principal amount of notes of the following series:
· $650,000,000 2.500% Senior Notes due 2018;

· $350,000,000 4.150% Senior Notes due 2020;

· $1,000,000,000 4.750% Senior Notes due 2026; and

· $1,000,000,000 6.125% Senior Notes due 2045.
Maturity
Unless redeemed prior to maturity as described below, the 2018 notes will mature on June
15, 2018, the 2020 notes will mature on October 1, 2020, the 2026 notes will mature on
January 15, 2026 and the 2045 notes will mature on December 15, 2045.
Interest Rate
Interest on the 2018 notes will accrue at the per annum rate of 2.500%, interest on the 2020
notes will accrue at the per annum rate of 4.150%, interest on the 2026 notes will accrue at
the per annum rate of 4.750% and interest on the 2045 notes will accrue at the per annum
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
rate of 6.125%.
Interest Payment Dates
Interest on the new 2020 notes will accrue from, and including, April 1, 2015 and will be
payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2015.
Interest on the 2018 notes and the 2045 notes will accrue from, and including, the issue date
thereof and be payable semi-annually on June 15 and December 15 of each year, beginning
on December 15, 2015. Interest on the 2026 notes will accrue from, and including, the issue
date thereof and be payable semi-annually on January 15 and July 15 of each year, beginning
on January 15, 2016.
Ranking
Like the existing 2020 notes, the notes will be our unsecured senior obligations and will
rank equally with all of our other current and future unsecured senior debt, including our
existing senior notes and Sunoco's existing senior notes and debentures and Regency's
4.500% Senior Notes due 2023, with respect to each of which we are a co-obligor, senior to
all of our current and future subordinated debt, including our existing junior subordinated
notes, and junior to the indebtedness and other obligations, including trade payables, of our
subsidiaries.
As of March 31, 2015, as adjusted for (i) the closing of the Regency merger, (ii) Sunoco
LP's issuance of $800 million in aggregate principal amount of senior notes and the use of
proceeds therefrom to, among other

S-3
Table of Contents
things, repay outstanding borrowings under its revolving credit facility (the "Sunoco LP
Notes Offering"), (iii) the redemption by Regency of $499 million aggregate principal
amount of its 8.375% Senior Notes due 2019, which occurred on June 1, 2015 (the
"Regency Notes Redemption"), (iv) the repayment in full at maturity of approximately $285
million of debt obligations of Sunoco and Sunoco Logistics (the "Sunoco Debt Repayment")
and (v) the offering of the notes and the application of the net proceeds therefrom as
described in "Use of Proceeds," the notes would have been structurally subordinated to
$12.3 billion of indebtedness of our subsidiaries, consisting of (a) $782 million of
indebtedness of our wholly owned subsidiary, Transwestern Pipeline Company, LLC, or
Transwestern, (b) $1.1 billion of indebtedness of Panhandle Eastern Pipe Line Company,
LP, or Panhandle, (c) $465 million of indebtedness of Sunoco (of which we are a co-
obligor), (d) $4.3 billion of indebtedness of Sunoco Logistics, (e) $800 million of
indebtedness of Sunoco LP and (f) $4.6 billion of indebtedness of Regency (of which we are
either a co-obligor or have provided a parent guarantee). Please read "Description of Notes
--Ranking" and "Description of Notes--Subsidiary Guarantees." In addition, as of
March 31, 2015, as adjusted for the closing of the Regency merger, our unconsolidated joint
ventures would have had $4.0 billion of outstanding indebtedness. Please read "Description
of Other Indebtedness--Unconsolidated Joint Ventures."
Optional Redemption
We may redeem the notes of each series for cash, in whole or in part at any time and from
time to time, at our option at the applicable redemption prices set forth under the heading
"Description of Notes--Optional Redemption."
Certain Covenants
We will issue the notes under a supplement to an indenture with U.S. Bank National
Association, as trustee. The covenants in the indenture supplement, like the covenants in the
indenture supplement for the 2020 notes, include a limitation on liens and a restriction on
sale-leaseback transactions. Each covenant is subject to a number of important exceptions,
limitations and qualifications that are described in "Description of Notes--Certain
Covenants."
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
Use of Proceeds
We anticipate using the net proceeds of this offering to repay borrowings outstanding under
our revolving credit facility, to fund our growth capital expenditures and for general
partnership purposes. Please read "Use of Proceeds."

Affiliates of certain of the underwriters are lenders under our revolving credit facility and,
accordingly, will receive a substantial portion of the net proceeds from this offering. Please
read "Underwriting--Other Relationships."

S-4
Table of Contents
Further Issuances
We may create and issue, or with respect to the 2020 notes, again issue, additional notes
ranking equally and ratably with any series of notes offered by this prospectus supplement in
all respects, except for the issue date, issue price and in some cases, the first interest payment
date, so that such additional notes will form a single series with the applicable series of
notes offered by this prospectus supplement and will have substantially identical terms as
such series of notes, including with respect to ranking, redemption and otherwise.
Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this
prospectus supplement and the risk factors set forth on page 4 of the accompanying
prospectus, as well as the risk factors set forth in the filings that we and our subsidiaries
make with the SEC and the other risks identified in the documents incorporated by reference
herein and therein for information regarding risks you should consider before investing in
the notes.

S-5
Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our historical consolidated ratio of earnings to fixed charges for the periods indicated therein:

Years Ended December 31,

Three
Months
Ended
March 31,

2010 2011 2012 2013 2014
2015

Ratio of Earnings to Fixed Charges
2.39 2.45 3.22 1.88 2.77
2.16
For this ratio, "earnings" consist of:

· pre-tax income from continuing operations, before minority interest and equity in earnings of affiliates;

· amortization of capitalized interest;

· distributed income of equity investees; and

· fixed charges.
"Fixed charges" consist of:

· interest expensed;

· interest capitalized;
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5

· amortized debt issuance costs; and

· estimated interest element of rentals.

S-6
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the following risk factors and the risk factors set forth beginning on
page 4 of the accompanying prospectus and in the filings that we and our subsidiaries make with the SEC, together with all of the other
information included in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, when evaluating an
investment in the notes. These are not all the risks we face and other factors currently considered immaterial or unknown to us may impact our
future operations. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those
discussed in these forward-looking statements. See "Cautionary Statement Concerning Forward-Looking Statements" in the accompanying
prospectus.
Risks Related to an Investment in the Notes
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We do not have significant
assets other than the partnership interests and the equity in our subsidiaries. As a result, our ability to make required payments on the notes
depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us
may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. If we are unable to
obtain the funds necessary to pay the principal amount of the notes at maturity, we may be required to adopt one or more alternatives, such as a
refinancing of the notes. We cannot assure you that we would be able to refinance the notes.
The notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries and effectively subordinated to any of our
future secured indebtedness to the extent of the value of the assets securing such indebtedness.
Our subsidiaries own all of our operating assets. However, none of our subsidiaries have guaranteed our obligations with respect to the
existing 2020 notes or will initially guarantee our obligations with respect to the notes. Creditors of our subsidiaries that do not guarantee the notes
will have claims, with respect to the assets of those subsidiaries, that rank structurally senior to the notes. In the event of any distribution or
payment of assets of such subsidiaries in any dissolution, winding up, liquidation, reorganization or other bankruptcy proceeding, the claims of
those creditors must be satisfied prior to making any such distribution or payment to us in respect of our direct or indirect equity interests in such
subsidiaries. Accordingly, after satisfaction of the claims of such creditors, there may be little or no amounts left available to make payments in
respect of the notes. Also, there are federal and state laws that could invalidate any guarantee of our subsidiaries that guarantee the notes in the
future. If that were to occur, the claims of creditors of a guaranteeing subsidiary would also rank structurally senior to the notes, to the extent of the
assets of that subsidiary. As of March 31, 2015, as adjusted for (i) the closing of the Regency merger, (ii) the Sunoco LP Notes Offering, (iii) the
Regency Notes Redemption, (iv) the Sunoco Debt Repayment and (v) the offering of the notes and the application of the net proceeds therefrom as
described in "Use of Proceeds," the notes would have been structurally subordinated to $12.3 billion of indebtedness of our subsidiaries, consisting
of $782 million of indebtedness of Transwestern, $1.1 billion of indebtedness of Panhandle, $465 million of indebtedness of Sunoco (of which we
are a co-obligor), $4.3 billion of indebtedness of Sunoco Logistics, $800 million of indebtedness of Sunoco LP and $4.6 billion of indebtedness of
Regency (of which we are either a co-obligor or have provided a parent guarantee). Furthermore, such subsidiaries will not be prohibited under the
indenture from incurring additional indebtedness and any such indebtedness will rank structurally senior to the notes with respect to the assets of
such subsidiaries. Our unconsolidated joint ventures are also parties to revolving and other credit facilities and have outstanding senior unsecured
notes. As of March 31, 2015, as adjusted for the closing of the Regency merger, our unconsolidated joint ventures would have had $4.0 billion of
outstanding indebtedness. The notes will be structurally subordinated to the indebtedness of our unconsolidated joint ventures. Please read
"Description of Other Indebtedness--Unconsolidated Joint Ventures."

S-7
Table of Contents
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
In addition, holders of any future secured indebtedness of Energy Transfer Partners, L.P. would have claims with respect to the assets
constituting collateral for such indebtedness that are prior to the claims of the holders of the notes. Energy Transfer Partners, L.P. (excluding its
subsidiaries) does not currently have any secured indebtedness, but may have secured indebtedness in the future. In the event of a default on any
secured indebtedness or our bankruptcy, liquidation or reorganization, our assets would be used to satisfy obligations with respect to the
indebtedness secured thereby before any payment could be made on the notes. Accordingly, any such secured indebtedness would effectively rank
senior to the notes to the extent of the value of the collateral securing the indebtedness. While the indenture governing the notes will place some
limitations on our ability to create liens, there are significant exceptions to these limitations that will allow us to secure certain indebtedness
without equally and ratably securing the notes. To the extent the value of the collateral is not sufficient to satisfy the secured indebtedness, the
holders of that indebtedness would be entitled to share with the holders of the notes and the holders of other claims against us with respect to our
other assets.
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.
Unlike a corporation, we are required by our partnership agreement to distribute, on a quarterly basis, 100% of our available cash to our
unitholders of record and our general partner. Available cash is generally all of our cash on hand as of the end of a quarter, adjusted for cash
distributions and net changes to reserves. Our general partner will determine the amount and timing of such distributions and has broad discretion
to establish and make additions to our reserves or the reserves of our operating subsidiaries in amounts it determines in its reasonable discretion to
be necessary or appropriate:

· to provide for the proper conduct of our business and the businesses of our operating subsidiaries (including reserves for future capital

expenditures and for our anticipated future credit needs);

· to provide funds for distributions to our unitholders and our general partner for any one or more of the next four calendar quarters; or

· to comply with applicable law or any of our loan or other agreements.
Although our payment obligations to our unitholders are subordinate to our payment obligations to you, the value of our units may decrease
with decreases in the amount we distribute per unit. Accordingly, if we experience a liquidity problem in the future, the value of our units may
decrease and we may not be able to issue equity to recapitalize.
Your ability to transfer the notes at a time or price you desire may be limited by the absence of an active trading market, which may not
develop.
Each series of the new issuance notes is a new issue of securities for which there is no established trading market. Although we have
registered the offer and sale of the notes under the Securities Act of 1933, as amended, or the Securities Act, 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. In addition, although the
underwriters have informed us that they intend to make a market in the notes of each series, as permitted by applicable laws and regulations, they
are not obligated to make markets in the notes, and they may discontinue their market-making activities at any time without notice. Active markets
for the notes may not develop or, if developed, may not continue. In the absence of active trading markets, you may not be able to transfer the
notes within the time or at the prices you desire.

S-8
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds of approximately $2.98 billion from the sale of the notes we are offering, after deducting the underwriting
discounts and estimated offering expenses payable by us and excluding accrued interest from April 1, 2015 to be paid by the purchasers of the new
2020 notes. We anticipate using the net proceeds of this offering to repay borrowings outstanding under our revolving credit facility, to fund our
growth capital expenditures and for general partnership purposes.
As of June 16, 2015, there was a balance of $3.0 billion in revolving credit loans outstanding under our revolving credit facility, and there
were $130 million of letters of credit outstanding. The weighted average interest rate on the total amount outstanding at June 16, 2015 was 1.68%.
Our revolving credit facility matures on November 18, 2019. We used borrowings under our revolving credit facility to fund growth capital
expenditures and working capital requirements.
Affiliates of certain of the underwriters are lenders under our revolving credit facility and, accordingly, will receive a substantial portion of
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
the net proceeds from this offering. Please read "Underwriting--Other Relationships."

S-9
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated cash and capitalization as of March 31, 2015:

· on an actual basis;

· on an as adjusted basis to give effect to (i) the closing of the Regency merger, (ii) the Sunoco LP Notes Offering, (iii) the Regency Notes

Redemption and (iv) the Sunoco Debt Repayment; and

· on an as further adjusted basis to give effect to the public offering of the notes pursuant to this prospectus supplement and the application of

the net proceeds as described in "Use of Proceeds."
The actual information in the table is derived from and should be read in conjunction with our historical financial statements, including the
accompanying notes, included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2015, which are incorporated by
reference in this prospectus supplement.

As of March 31, 2015

As
As Further

Actual
Adjusted
Adjusted

(Dollars in millions)

Cash and cash equivalents(1)

$ 1,789
$ 1,928
$
2,070

Debt, including current maturities:
ETP
Revolving credit facility(2)
$
--
$ 2,836
$
--
Existing senior notes
12,094
12,094

12,094
Existing junior subordinated notes

546

546

546
Senior notes offered hereby

--

--

3,000
Transwestern
Senior notes

782

782

782
Panhandle
Senior notes
1,031
1,031

1,031
Junior subordinated notes

54

54

54
Regency
$2.0 billion revolving credit facility(3)

--

--

--
Senior notes

--
4,590

4,590
Sunoco
Senior notes

715

465

465
Sunoco Logistics
$2.5 billion revolving credit facility(4)

350

350

350
$35 million revolving credit facility

35

--

--
Senior notes
3,975
3,975

3,975
Sunoco LP
$1.25 billion revolving credit facility(5)

685

--

--
Senior notes

--

800

800
Unamortized discounts and other

432

477

476

Total long-term debt
20,699
28,000

28,163
Total partners' capital
12,966
20,873

20,873
Noncontrolling interest
7,005
5,943

5,943

Total equity
19,971
26,816

26,816
Total capitalization
$40,670
$54,816
$ 54,979

(1)
As of May 31, 2015, we had cash and cash equivalents of $2.1 billion.
(2)
As of June 16, 2015, there was a balance of $3.0 billion of revolving credit loans outstanding and $130 million of letters of credit issued under
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

424B5
our revolving credit facility.

S-10
Table of Contents
(3)
At the effective time of the Regency merger, ETP repaid in full all outstanding borrowings under Regency's revolving credit facility, which
had a balance of approximately $2.3 billion at the time of repayment.
(4)
As of June 16, 2015, there was a balance of $685 million of revolving credit loans outstanding under Sunoco Logistics' revolving credit
facility.
(5)
As of June 16, 2015, there was a balance of $710 million of revolving credit loans outstanding under Sunoco LP's revolving credit facility.
The table above does not include the outstanding indebtedness of our unconsolidated joint ventures, which as of March 31, 2015, as adjusted
for the closing of the Regency merger, would have been $4.0 billion. Please read "Description of Other Indebtedness--Unconsolidated Joint
Ventures."
In connection with the closing of the contribution of ETP's propane operations to AmeriGas Partners, L.P., or AmeriGas, in January 2012,
ETP agreed to provide contingent, residual support of $1.55 billion of senior notes issued by AmeriGas and certain of its affiliates with maturities
through 2022. Similarly, in connection with the closing of Sunoco LP's acquisition of a 31.58% membership interest in Sunoco, LLC from our
wholly owned subsidiary, ETP Retail Holdings, LLC, or ETP Retail, in April 2015, ETP Retail agreed to provide a guarantee of collection (on a
non-recourse basis) on $800 million of senior notes issued by Sunoco LP and its subsidiary with maturity in 2023. Please read "Description of
Other Indebtedness--Contingent Support."

S-11
Table of Contents
DESCRIPTION OF OTHER INDEBTEDNESS
General
Our indebtedness as of March 31, 2015 (not including debt of our subsidiaries) consisted of (i) a revolving credit facility that allows for
borrowings of up to $3.75 billion available through November 18, 2019, unless extended, (ii) Floating Rate Junior Subordinated Notes due 2066,
or our junior subordinated notes, and (iii) the following series of senior notes, which we refer to collectively as our existing senior notes:

· $400 million in principal amount of 6.125% Senior Notes due 2017;

· $600 million in principal amount of 6.700% Senior Notes due 2018;

· $400 million in principal amount of 9.700% Senior Notes due 2019;

· $450 million in principal amount of 9.000% Senior Notes due 2019;

· $700 million in principal amount of 4.150% Senior Notes due 2020;

· $800 million in principal amount of 4.650% Senior Notes due 2021;

· $1 billion in principal amount of 5.200% Senior Notes due 2022;

· $800 million in principal amount of 3.600% Senior Notes due 2023;

· $350 million in principal amount of 4.900% Senior Notes due 2024;

· $277.5 million in principal amount of 7.600% Senior Notes due 2024;

· $1 billion in principal amount of 4.050% Senior Notes due 2025;

· $266.7 million in principal amount of 8.250% Senior Notes due 2029;

· $500 million in principal amount of 4.900% Senior Notes due 2035;

· $400 million in principal amount of 6.625% Senior Notes due 2036;
http://www.sec.gov/Archives/edgar/data/1012569/000119312515229289/d944829d424b5.htm[6/22/2015 10:39:03 AM]

Document Outline

#1">
- #1">