| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 21, 2024, Energy Transfer LP (the “Partnership”) completed its previously reported separate and concurrent (i) underwritten public offering (the “Senior Notes Offering”) of $1.0 billion aggregate principal amount of its 5.250% Senior Notes due 2029 (the “2029 Notes”), $1.25 billion aggregate principal amount of its 5.600% Senior Notes due 2034 (the “2034 Notes”) and $1.25 billion aggregate principal amount of its 6.050% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes and the 2034 Notes, the “Senior Notes”), and (ii) underwritten public offering (the “Junior Subordinated Notes Offering” and, together with the Senior Notes Offering, the “Offerings”) of $400 million aggregate principal amount of its 7.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “Junior Subordinated Notes” and, together with the Senior Notes, the “Notes”). The Notes were issued under the Indenture, dated as of December 14, 2022 (the “Indenture”), between the Partnership and U.S. Bank Trust Company, National Association, as trustee, as supplemented by (a) in the case of the Senior Notes, the Fifth Supplemental Indenture, dated as of June 21, 2024 (the “Fifth Supplemental Indenture”), and (b) in the case of the Junior Subordinated Notes, the Sixth Supplemental Indenture, dated as of June 21, 2024 (the “Sixth Supplemental Indenture” and, together with the Fifth Supplemental Indenture, the “Supplemental Indentures”).
The Offerings were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3ASR (File No. 333-279982) of the Partnership, which became effective on June 6, 2024, as supplemented by (i) the Prospectus Supplement, dated June 6, 2024, relating to the Senior Notes Offering (together with the accompanying prospectus, dated June 5, 2024, the “Senior Notes Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 10, 2024, and (ii) the Prospectus Supplement, dated June 6, 2024, relating to the Junior Subordinated Notes Offering (together with the accompanying prospectus, dated June 5, 2024, the “Junior Subordinated Notes Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 10, 2024. Legal opinions related to the Senior Notes and the Junior Subordinated Notes are included as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.
The terms of the Notes and the Supplemental Indentures are further described in the Senior Notes Prospectus Supplement or Junior Subordinated Notes Prospectus Supplement, as applicable, under the captions “Description of the Notes” and “Description of Debt Securities.” Such descriptions do not purport to be complete and are qualified by reference to the Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, copies of which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number | | Description of the Exhibit |
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| 4.1 | | Indenture, dated as of December 14, 2022, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32740) filed December 14, 2022). |
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| 4.2 | | Fifth Supplemental Indenture, dated as of June 21, 2024, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.3 | | Sixth Supplemental Indenture, dated as of June 21, 2024, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.4 | | Forms of Senior Notes (included in Exhibit 4.2 hereto). |
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| 4.5 | | Form of Junior Subordinated Notes (included in Exhibit 4.3 hereto). |
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| 5.1 | | Opinion of Latham & Watkins LLP related to the Senior Notes. |
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| 5.2 | | Opinion of Latham & Watkins LLP related to the Junior Subordinated Notes. |
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| 23.1 | | Consent of Latham & Watkins LLP related to the Senior Notes (included in Exhibit 5.1 hereto). |
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| 23.2 | | Consent of Latham & Watkins LLP related to the Junior Subordinated Notes (included in Exhibit 5.2 hereto). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
