| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 25, 2019 (the “Settlement Date”), Energy Transfer Operating, L.P., a Delaware limited partnership (“ETO”), settled the previously announced offers to exchange (collectively, the “Exchange Offers”) any and all validly tendered and accepted 7.500% Senior Notes due 2020, 4.250% Senior Notes due 2023, 5.875% Senior Notes due 2024 and 5.500% Senior Notes due 2027 (collectively, the “Existing ET Notes”) issued by Energy Transfer LP, a Delaware limited partnership, for new senior notes issued by ETO, and the related solicitations of consents to amend the indenture governing the Existing ET Notes.
Pursuant to the Exchange Offers, on the Settlement Date, ETO issued (i) $1,128,540,000 aggregate principal amount of 7.500% Senior Notes due 2020 (the “New ETO 2020 Notes”), (ii) $993,153,000 aggregate principal amount of 4.250% Senior Notes due 2023 (the “New ETO 2023 Notes”), (iii) $1,127,484,000 aggregate principal amount of 5.875% Senior Notes due 2024 (the “New ETO 2024 Notes”) and (iv) $955,955,000 aggregate principal amount of 5.500% Senior Notes due 2027 (the “New ETO 2027 Notes” and, together with the New ETO 2020 Notes, the New ETO 2023 Notes and the New ETO 2024 Notes, the “New ETO Notes”) in exchange for the validly tendered and accepted Existing ET Notes.
The New ETO Notes will initially be fully and unconditionally guaranteed by ETO’s wholly owned subsidiary, Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”) (the “Guarantees” and, together with the New ETO Notes, the “Securities”), on a senior unsecured basis so long as the Operating Partnership guarantees any of ETO’s obligations under its revolving credit facility. The Securities were issued under the Indenture, dated as of June 8, 2018 (the “Indenture”), among ETO, the Operating Partnership and U.S. Bank National Association, as trustee, as supplemented by the Third Supplemental Indenture, dated as of March 25, 2019 (the “Supplemental Indenture”).
The Exchange Offers were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-4 (No. 333-229843) of ETO (as amended, the “Registration Statement”), which was initially filed with the Securities and Exchange Commission on February 25, 2019 and became effective on March 20, 2019.
The terms of the Securities and the Supplemental Indenture are further described in ETO’s prospectus dated March 20, 2019 (the “Prospectus”), which forms a part of the Registration Statement, under the caption “Description of the New ETO Notes.” Such description does not purport to be complete and is qualified by reference to the Indenture and the Supplemental Indenture, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.
On March 25, 2019, ETO issued a press release relating to the settlement of the Exchange Offers. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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| 4.1 | | Indenture, dated as of June 8, 2018, among Energy Transfer Operating, L.P., as issuer, Sunoco Logistics Partners Operations L.P., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K, filed June 8, 2018). |
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| 4.2 | | Third Supplemental Indenture, dated as of March 25, 2019, by and among Energy Transfer Operating, L.P., as issuer, Sunoco Logistics Partners Operations L.P., as guarantor, and U.S. Bank National Association, as trustee. |
