| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 10, 2023, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to the public offering (the “Offering”) by the Partnership of $1.0 billion aggregate principal amount of its 6.050% Senior Notes due 2026 (the “2026 Notes”), $500 million aggregate principal amount of its 6.100% Senior Notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of its 6.400% Senior Notes due 2030 (the “2030 Notes”) and $1.5 billion aggregate principal amount of its 6.550% Senior Notes due 2033 (the “2033 Notes,” and, together with the 2026 Notes, the 2028 Notes and the 2030 Notes, the “Notes”).
The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (File No. 333-256668) of the Partnership, which became effective on June 1, 2021, as supplemented by the Prospectus Supplement dated October 10, 2023 relating to the Notes, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on October 10, 2023. The Offering is expected to close on October 13, 2023, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership, as applicable, and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The Underwriters may, from time to time, engage in transactions with and perform services for the Partnership and its affiliates in the ordinary course of business. Affiliates of each of the Underwriters are lenders under the Partnership’s revolving credit facility and, accordingly, each of the Underwriters and their affiliates may receive a portion of the net proceeds from the Offering. In addition, U.S. Bancorp Investments, Inc., one of the Underwriters, is an affiliate of the trustee.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
On October 10, 2023, the Partnership issued a press release relating to the pricing of the Offering contemplated by the Underwriting Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number | | Description of the Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated as of October 10, 2023, among Energy Transfer LP, as issuer, and Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein. |
| |
| 99.1 | | Energy Transfer LP Press Release, dated as of October 10, 2023, announcing the pricing of the Notes. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
