Obligation Energy Transfer Partners 4.2% ( US29273RBK41 ) en USD

Energy Transfer Partners

99.4959 % ▲

Etas-Unis

US29273RBK41 ( en USD )

4.2% par an ( paiement semestriel )

14/04/2027

Prospectus brochure de l'obligation Energy Transfer L.P US29273RBK41 en USD 4.2%, échéance 14/04/2027

1 000 USD

600 000 000 USD

29273RBK4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/10/2025 ( Dans 104 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 ( Etas-Unis ) , en USD, avec le code ISIN US29273RBK41, paye un coupon de 4.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2027

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29273RBK41, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29273RBK41, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d298922d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
4.20% Senior Notes due 2027

$600,000,000

$69,540
5.30% Senior Notes due 2047

$900,000,000

$104,310
Total

$1,500,000,000

$173,850

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202507

Prospectus Supplement
(To Prospectus dated March 5, 2015)

Energy Transfer Partners, L.P.
$600,000,000 4.200% Senior Notes due 2027
$900,000,000 5.300% Senior Notes due 2047

We are offering $600,000,000 aggregate principal amount of our 4.200% Senior Notes due 2027, or the 2027 notes, and $900,000,000
aggregate principal amount of our 5.300% Senior Notes due 2047, or the 2047 notes. We refer to the 2027 notes and the 2047 notes, collectively, as
the notes.
Interest on the notes will accrue from January 17, 2017 and will be payable semi-annually on April 15 and October 15 of each year,
beginning on October 15, 2017 . The 2027 notes will mature on April 15, 2027 and the 2047 notes will mature on April 15, 2047.
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."
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, 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. The notes will not initially be guaranteed by our subsidiaries.
Each series of the notes is a new issue of securities with no established trading market. We do not intend to apply for the listing of the
notes on any securities exchange or for the quotation of the notes on any automated dealer quotation system.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-6 of this prospectus
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
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
2027
Total
2047
Total
2027
2047

Note
Notes

Note
Note

Price to Public(1)
99.786% $598,716,000 99.483% $895,347,000
Underwriting Discount
0.650% $
3,900,000 0.875% $
7,875,000
Proceeds to Energy Transfer Partners, L.P. (Before Expenses)
99.136% $594,816,000 98.608% $887,472,000

(1)
Plus accrued interest from January 17, 2017, if any.
The underwriters expect to deliver the notes in book-entry form only through The Depository Trust Company on or about January 17, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

MUFG
TD Securities
BBVA
Credit Suisse
Goldman, Sachs & Co.

HSBC
Mizuho Securities Natixis
PNC Capital Markets LLC
UBS Investment Bank

US Bancorp

Wells Fargo Securities

Co-Manager
Credit Agricole CIB

The date of this prospectus supplement is January 11, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
DESCRIPTION OF OTHER INDEBTEDNESS
S-11
DESCRIPTION OF NOTES
S-19
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-36
UNDERWRITING
S-41
LEGAL MATTERS
S-46
EXPERTS
S-46
WHERE YOU CAN FIND MORE INFORMATION
S-46
PROSPECTUS

About This Prospectus
1
Energy Transfer Partners, L.P.
1
Cautionary Statement Concerning Forward-Looking Statements
2
Risk Factors
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
6
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
Description of Units
7
Cash Distribution Policy
16
Description of the Debt Securities
21
Material U.S. Federal Income Tax Consequences
27
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
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 requires otherwise, all references in this prospectus to "we," "us," "Energy Transfer," "ETP," the
"Partnership" and "our" refer to Energy Transfer Partners, L.P., and its operating partnerships and their subsidiaries, including Sunoco
Logistics Partners L.P., or Sunoco Logistics. References to "ETP GP," "our general partner" or "the general partner" refer to Energy
Transfer Partners GP, L.P. References to "ETP LLC" refer to Energy Transfer Partners, L.L.C., the general partner of our general partner.
References to "ETE" refer to Energy Transfer Equity, L.P., the owner of ETP LLC. 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.
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
Overview
We are one of the largest publicly traded master limited partnerships in the United States in terms of equity market capitalization
(approximately $20 billion as of January 6, 2017). We are managed by our general partner, ETP GP, and ETP GP is managed by its general
partner, ETP LLC, which is owned by ETE, another publicly traded master limited partnership. The primary activities in which we are
engaged, and operating subsidiaries through which we conduct those activities, all of which are in the United States, are as follows:

· Natural gas operations, including the following:

·
natural gas midstream and intrastate transportation and storage; and

·
interstate natural gas transportation and storage through Energy Transfer Interstate Holdings, LLC, or ET Interstate, and
Panhandle Eastern Pipe Line Company, LP and its subsidiaries, or Panhandle. ET Interstate is the parent company of

Transwestern Pipeline Company, LLC, ETC Fayetteville Express Pipeline, LLC, ETC Tiger Pipeline, LLC,
CrossCountry Energy, LLC, ETC Midcontinent Express Pipeline, LLC and ET Rover Pipeline LLC. Panhandle is the
parent company of Trunkline Gas Company, LLC and Sea Robin Pipeline Company LLC.

· Liquids operations, including NGL transportation, storage and fractionation services; and

· Crude oil, natural gas liquids and refined products transportation, terminalling services and acquisition and marketing activities

through Sunoco Logistics.
Recent Developments
Private Placement
On January 6, 2017, we entered into a Common Unit Purchase Agreement with ETE, pursuant to which ETE has agreed to purchase
and we have agreed to sell to ETE approximately 15.8 million of our common units representing limited partner interests in a private
placement, which we refer to as the ETE unit purchase. The closing of the ETE unit purchase is expected to occur on January 12, 2017. We
estimate that we will receive net

S-1
Table of Contents
proceeds of approximately $568 million from the ETE unit purchase, and we intend to use the net proceeds to repay existing indebtedness
under our amended and restated revolving credit facility, dated as of October 27, 2011, with Wells Fargo Bank, National Association, as
administrative agent, swingline lender and an LC issuer, and Wells Fargo Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and RBS Securities Inc., as joint lead arrangers and joint book managers, and certain other agents and lenders, as further amended to date,
which we refer to as our revolving credit facility, and for general partnership purposes. The completion of this offering of the notes and the
completion of the ETE unit purchase are not conditioned on each other.
Merger with Sunoco Logistics
On November 20, 2016, we entered into an Agreement and Plan of Merger, or Merger Agreement, with our general partner, Sunoco
Logistics, Sunoco Partners LLC, a Pennsylvania limited liability company and the general partner of Sunoco Logistics, or SXL GP, and, solely
for purposes of certain provisions therein, ETE. Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) SXL GP
will be merged with and into ETP GP, with ETP GP surviving as an indirect wholly owned subsidiary of ETE, and (ii) SXL Merger Sub LP, a
wholly owned subsidiary of Sunoco Logistics, will be merged with and into ETP, with ETP surviving as a wholly owned subsidiary of Sunoco
Logistics, in each case on the terms and subject to the conditions set forth in the Merger Agreement. We refer to the mergers collectively as
the SXL Merger. The SXL Merger is subject to receipt of ETP unitholder approval and other customary closing conditions, and is expected to
close in the first quarter of 2017. The completion of this offering of the notes and the completion of the SXL Merger are not conditioned on
each other.
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
Our Principal Executive Offices
We are a limited partnership formed under the laws of the State of Delaware. Our executive offices are located at 8111 Westchester
Drive, Suite 600, Dallas, Texas 75225. 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 $1.5 billion aggregate principal amount of notes of the following series:

· $600 million 4.200% Senior Notes due 2027; and

· $900 million 5.300% Senior Notes due 2047.

Maturity
Unless redeemed prior to maturity as described below, the 2027 notes will mature
on April 15, 2027 and the 2047 notes will mature on April 15, 2047.

Interest Rate
Interest on the 2027 notes will accrue at the per annum rate of 4.200% and interest on
the 2047 notes will accrue at the per annum rate of 5.300%.

Interest Payment Dates
Interest on the notes will accrue from, and including, the issue date thereof and be
payable semi-annually on April 15 and October 15 of each year, beginning on October
15, 2017.

Ranking
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, 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 September 30, 2016, as adjusted for (i) the closing of the ETE unit purchase and
application of the net proceeds therefrom to repay indebtedness under our revolving
credit facility and (ii) 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 $8.3 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, (c)
$465 million of indebtedness of Sunoco (of which we are a co-obligor) and (d)
$6.0 billion of indebtedness of Sunoco Logistics.

https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5

S-3
Table of Contents
Please read "Description of Notes--Ranking" and "Description of Notes--Subsidiary
Guarantees." In addition, as of September 30, 2016, our unconsolidated joint ventures

had $5.0 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, 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."

Use of Proceeds
We anticipate using the net proceeds of this offering to refinance current maturities and
to repay borrowings outstanding under our revolving credit facility. 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."

Further Issuances
We may create and 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-6 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 Securities and Exchange Commission, or 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-4
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:

https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
Years Ended
Nine Months

December 31,

Ended
September 30,
2016

2011 2012 2013 2014 2015

Ratio of Earnings to Fixed Charges
2.24 2.90 1.79 2.13 1.82
1.66
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;

· amortized debt issuance costs; and

· estimated interest element of rentals.

S-5
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 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
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
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 September 30, 2016, as adjusted for (i) the closing of
the ETE unit purchase and application of the net proceeds therefrom to repay indebtedness under our revolving credit facility and (ii) 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 $8.3 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, (c) $465 million of indebtedness of Sunoco (of which we
are a co-obligor) and (d) $6.0 billion of indebtedness of Sunoco Logistics. Please read "Description of Notes--Ranking" and "Description of Notes
--Subsidiary Guarantees." In addition, as of September 30, 2016, our unconsolidated joint ventures had $5.0 billion of outstanding indebtedness.
Please read "Description of Other Indebtedness--Unconsolidated Joint Ventures." The notes will be structurally subordinated to the indebtedness
of our unconsolidated joint ventures. Please read "Description of Other Indebtedness--Unconsolidated Joint Ventures."

S-6
Table of Contents
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 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
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
or at the prices you desire.

S-7
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds of approximately $1.48 billion from the sale of the notes we are offering, after deducting the
underwriting discounts and estimated offering expenses payable by us. We anticipate using the net proceeds of this offering to refinance current
maturities and to repay borrowings outstanding under our revolving credit facility.
As of September 30, 2016, there was a balance of approximately $1.58 billion of outstanding borrowings under our revolving credit
facility, which included $208 million of commercial paper. The weighted average interest rate on the total amount outstanding at January 1, 2017
was 2.12%. 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 the net proceeds from this offering. Please read "Underwriting--Other Relationships."

S-8
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated cash and capitalization as of September 30, 2016:

· on an actual basis;

· on an as adjusted basis to give effect to the ETE unit purchase and application of the net proceeds therefrom to repay indebtedness

under our revolving credit facility; 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 nine months ended September 30, 2016, which are incorporated
by reference in this prospectus supplement.

As of September 30, 2016

As
As
Further

Actual
Adjusted
Adjusted

(Dollars in millions)

Cash and cash equivalents

$
377
$
377
$
443

Debt, including current maturities:

ETP

Revolving credit facility(1)

$ 1,584
$ 1,016
$
--
Existing senior notes

18,894
18,894
18,494
Existing junior subordinated notes

545

545

545
Senior notes offered hereby

--

--
1,500
Transwestern

Senior notes

782

782

782
Panhandle

Senior notes

1,032
1,032
1,032
https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

424B5
Junior subordinated notes

54

54

54
Sunoco, Inc.

Senior notes

465

465

465
Sunoco Logistics

$2.5 billion revolving credit facility

622

622

622
Senior notes

5,350
5,350
5,350
Bakken Term Note

1,100
1,100
1,100
Other long-term debt

29

29

29
Unamortized discounts and other

(59)

(59)

(76)

Total long-term debt

30,398
29,830
29,897
Total partners' capital

19,364
19,932
19,932
Noncontrolling interest

7,551
7,551
7,551

Total equity

26,915
27,483
27,483
Total capitalization

$57,313
$57,313
$57,380

(1)
As of January 1, 2017, there was a balance of $2.8 billion of outstanding borrowings, which included $777 million of commercial paper.
The table above does not include the outstanding indebtedness of our unconsolidated joint ventures, which as of September 30, 2016 was
$5.0 billion. Please read "Description of Other Indebtedness--Unconsolidated Joint Ventures."

S-9
Table of Contents
In connection with the closing of the contribution of its propane operations in January 2012, ETP agreed to provide contingent, residual
support of $1.55 billion of intercompany borrowings made by AmeriGas and certain of its affiliates with maturities through 2022 from a finance
subsidiary of AmeriGas that have maturity dates and repayment terms that mirror those of an equal principal amount of senior notes issued by this
finance company subsidiary to third party purchasers. In 2016, AmeriGas repurchased certain of its senior notes, which caused a reduction in the
amount supported by ETP under the contingent residual support agreement. As of December 31, 2016, ETP continued to provide contingent,
residual support of $500 million of borrowings.
Similarly, in connection with the closing of Sunoco LP's acquisition of Sunoco, LLC, a wholly owned subsidiary of ETP has provided a
limited contingent guarantee of collection (on a non-recourse basis) to Sunoco LP with respect to (i) $800 million principal amount of 6.375%
senior notes due 2023 issued by Sunoco LP, (ii) $800 million principal amount of 6.25% senior notes due 2021 issued by Sunoco LP and (iii)
$2.035 billion aggregate principal for Sunoco LP's term loan due 2019. Please read "Description of Other Indebtedness--Contingent Support."

S-10
Table of Contents
DESCRIPTION OF OTHER INDEBTEDNESS
General
Our indebtedness as of September 30, 2016 (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;

· $650 million in principal amount of 2.500% Senior Notes due 2018;

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

https://www.sec.gov/Archives/edgar/data/1012569/000119312517008974/d298922d424b5.htm[1/13/2017 9:19:24 AM]

Document Outline

#1">
- #1">