UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2015 (March 5, 2015)
ENERGY TRANSFER PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware | 1-11727 | 73-1493906 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3738 Oak Lawn Avenue
Dallas, Texas 75219
(Address of principal executive offices)
(214) 981-0700
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On March 5, 2015, Energy Transfer Partners, L.P. (the Partnership) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC, as joint book-running managers and representatives of the several underwriters named therein (collectively, the Underwriters), relating to the public offering by the Partnership of $1.0 billion aggregate principal amount of its 4.050% Senior Notes due 2025, $500 million aggregate principal amount of its 4.900% Senior Notes due 2035 and $1.0 billion aggregate principal amount of its 5.150% Senior Notes due 2045 (collectively, the Notes). The offering of the Notes has been registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-202507) of the Partnership, as supplemented by the Prospectus Supplement dated March 5, 2015 relating to the Notes (together with the accompanying prospectus dated March 5, 2015, the Prospectus Supplement), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on March 6, 2015. Closing of the issuance and sale of the Notes is scheduled for March 12, 2015.
The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
The Notes will be issued under the indenture dated as of January 18, 2005 (the Indenture), among the Partnership, as issuer, the subsidiary guarantors named therein, and Wachovia Bank, National Association, as supplemented by the Fourteenth Supplemental Indenture thereto (the Supplemental Indenture), between the Partnership and U.S. Bank National Association, as successor trustee. The terms of the Notes and the Supplemental Indenture are further described in the Prospectus Supplement under the captions Description of Notes and Description of the Debt Securities, which description is incorporated herein by reference and filed herewith as Exhibit 99.2. Such description does not purport to be complete and is qualified by reference to the Indenture, which is filed as an exhibit hereto and incorporated herein by reference, and to the Supplemental Indenture, which will be filed upon execution thereof.
Item 7.01. | Regulation FD Disclosure. |
On March 6, 2015, the Partnership issued a press release relating to the pricing of the public offering of the Notes contemplated by the Underwriting Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit |
Description | |
1.1 | Underwriting Agreement dated as of March 5, 2015 among the Partnership, Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters named therein. | |
4.1 | Indenture dated as of January 18, 2005 among the Partnership, as issuer, the subsidiary guarantors named therein, and Wachovia Bank, National Association, as trustee (filed as Exhibit 4.1 to Form 8-K of the Partnership filed January 19, 2005 and incorporated herein by reference). | |
99.1 | Press Release, dated March 6, 2015, announcing the pricing of the Notes. | |
99.2 | Description of Notes and Description of the Debt Securities. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGY TRANSFER PARTNERS, L.P. | ||||||
By: | Energy Transfer Partners GP, L.P., | |||||
its general partner | ||||||
By: | Energy Transfer Partners, L.L.C, | |||||
its general partner | ||||||
Date: March 11, 2015 | ||||||
/s/ Martin Salinas, Jr. | ||||||
Martin Salinas, Jr. | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
1.1 | Underwriting Agreement dated as of March 5, 2015 among the Partnership, Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters named therein. | |
4.1 | Indenture dated as of January 18, 2005 among the Partnership, as issuer, the subsidiary guarantors named therein, and Wachovia Bank, National Association, as trustee (filed as Exhibit 4.1 to Form 8-K of the Partnership filed January 19, 2005 and incorporated herein by reference). | |
99.1 | Press Release, dated March 6, 2015, announcing the pricing of the Notes. | |
99.2 | Description of Notes and Description of the Debt Securities. |
Exhibit 1.1
Execution Version
ENERGY TRANSFER PARTNERS, L.P.
$1,000,000,000 4.050% SENIOR NOTES DUE 2025
$500,000,000 4.900% SENIOR NOTES DUE 2035
$1,000,000,000 5.150% SENIOR NOTES DUE 2045
UNDERWRITING AGREEMENT
March 5, 2015
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
UBS Securities LLC
As Representatives of the Several Underwriters
named in Schedule I,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street, 8th Floor
New York, New York 10281
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
Energy Transfer Partners, L.P., a Delaware limited partnership (the Partnership), agrees with the several underwriters named in Schedule I hereto (the Underwriters), for whom Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC are acting as representatives (the Representatives), to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 4.050% Senior Notes due 2025 (the Notes due 2025), $500,000,000 aggregate principal amount of its 4.900% Senior Notes due 2035 (the Notes due 2035) and $1,000,000,000 aggregate principal amount of its 5.150% Senior Notes due 2045 (the Notes due 2045 and, together with the Notes due 2025 and the Notes due 2035, the Securities), to be issued under an indenture, dated as of January 18, 2005, among the Partnership, the guarantor parties named therein and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (the Trustee), as supplemented through the Closing Date (the Indenture). Energy Transfer Partners GP, L.P., a Delaware
limited partnership (the General Partner), is the general partner of the Partnership. Energy Transfer Partners, L.L.C., a Delaware limited liability company, is the general partner of the General Partner (ETP LLC). The General Partner, ETP LLC and the Partnership are herein collectively called the ETP Entities. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be (the Incorporated Documents); and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.
In addition, prior to the date hereof, the Partnership, the General Partner, Rendezvous I LLC, a wholly owned subsidiary of the Partnership (Merger Sub A), Rendezvous II LLC, a wholly owned subsidiary of the Partnership (Merger Sub B), Regency Energy Partners LP, a Delaware limited partnership (Regency), Regency GP LP, a Delaware limited partnership and general partner of Regency (Regency GP), ETE GP Acquirer LLC, the indirect parent entity of Regency GP (ETE Acquirer), and, solely for purpose of certain provisions therein, Energy Transfer Equity, L.P., a Delaware limited partnership (ETE) entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of January 25, 2015, as amended on February 18, 2015, pursuant to which Regency will merge with Merger Sub A, with Regency surviving such merger as a wholly owned subsidiary of the Partnership, and ETE Acquirer will merge with Merger Sub B, with ETE Acquirer surviving such merger as a wholly owned subsidiary of the Partnership.
1. Representations and Warranties. The Partnership represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Partnership meets the requirements for use of Form S-3 under the Securities Act, and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (No. 333-202507), including a related Base Prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed with the Commission prior to the Execution Time, became effective upon filing with the Commission. The Partnership may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to the Representatives. The Partnership will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to
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the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Partnership has advised the Representatives, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.
(b) (i)(A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) on the Effective Date relating to the Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus (together with any supplement thereto) will conform in all respects to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(c) As of the Applicable Time, neither (i) the Disclosure Package nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package or any Limited Use Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(d) At the time of the initial filing of the Registration Statement, including (i) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective
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amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus) and (ii) at the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was or is (as the case may be), a Well-Known Seasoned Issuer as defined in Rule 405. The Partnership agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time after the filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) at the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Partnership was not and is not an ineligible issuer as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Partnership be considered an ineligible issuer.
(f) The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. If at any time when the Securities remain unsold by the Underwriters the Partnership receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Partnership will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Partnership will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Partnership has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
(g) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Partnership notified or notifies the Representatives as described in the last sentence of this Section 1(g), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
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conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Partnership has promptly notified or will promptly notify the Representatives and (ii) the Partnership has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(h) All of the issued and outstanding general partner interests, incentive distribution rights and limited partner interests of the Partnership have been duly authorized and validly issued and are fully paid (to the extent required under the Second Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the Partnership Agreement)) and non-assessable (except as such non-assessability may be affected by (i) matters described in the Registration Statement, the Disclosure Package and the Final Prospectus and (ii) Sections 17-303(a), 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act (the Delaware LP Act)), have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; and no further approval or authority of the security holders or the Board of Directors of ETP LLC is required for the offering and sale of the Securities; the Certificate of Limited Partnership of the Partnership and the Partnership Agreement, each as filed with the Incorporated Documents, have been duly authorized and approved in accordance with the Delaware LP Act and are in full force and effect.
(i) Each of the ETP Entities and each of the subsidiaries listed in Schedule IV hereto (collectively, referred to herein as the Subsidiaries) has been duly formed and is validly existing in good standing as a limited partnership, limited liability company or corporation, as the case may be, under the laws of the State of such Subsidiarys formation, with all partnership, limited liability company or corporate power and authority necessary, in the case of the Partnership, to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Final Prospectus and, in the case of the General Partner and ETP LLC, to act as general partner of the Partnership and the General Partner, respectively, in each case in all material respects as described in the Registration Statement, the Disclosure Package and the Final Prospectus.
(j) Each of the ETP Entities and each of the Subsidiaries is duly registered or qualified to do business as a foreign limited liability company, limited partnership or corporation, as the case may be, and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such registration or qualification, except where the failure to be so registered or qualified and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Partnership and the Subsidiaries, taken as a whole or (ii) prevent or materially interfere with the consummation of the transactions contemplated by this Agreement and
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the Indenture, including the offering, issuance and sale of the Securities (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i), and (ii) being herein referred to as a Material Adverse Effect); insofar as the foregoing representation relates to the registration or qualification of the ETP Entities, the applicable jurisdictions are set forth on Schedule III hereto.
(k) The General Partner is the sole general partner of the Partnership with an approximate 1% general partner interest in the Partnership (the GP Interest) existing immediately prior to the time of purchase of the Securities under this Agreement; such GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner owns such general partner interest free and clear of all liens, claims, charges and encumbrances (Liens).
(l) As of the date of this Agreement, the limited partners of the Partnership own (i) 366,341,610 common units representing limited partner interests in the Partnership (Common Units), (ii) 8,853,832 Class E Units representing limited partner interests in the Partnership (the Class E Units), (iii) 90,706,000 Class G Units representing limited partner interests in the Partnership (the Class G Units) and (iv) 50,160,000 Class H Units representing limited partner interests in the Partnership (the Class H Units and together with the Common Units, the Class E Units and the Class G Units, the Existing Units), collectively representing an approximate 99% limited partner interest in the Partnership, (I) 30,841,069 Common Units of which are owned by Energy Transfer Equity, L.P., a Delaware limited partnership (ETE) or its wholly-owned subsidiary, ETE Common Holdings, LLC, free and clear of all Liens, other than Liens arising under that certain Second Amended and Restated Pledge and Security Agreement, dated as of December 2, 2013 (the ETE Pledge Agreement), by and among ETE, ETP LLC, ETE GP Acquirer LLC, ETE Services Company, LLC, ETE Common Holdings Member LLC, ETE Common Holdings LLC, Regency GP LLC, Regency Employees Management Holdings LLC, Regency Employees Management LLC (as the grantors) and U.S. Bank National Association (as collateral agent) in order to secure obligations arising under (i) that certain Credit Agreement dated as of December 2, 2013 (as amended by that certain Incremental Commitment Agreement No. 1 dated as of February 19, 2014, that certain Amendment and Incremental Commitment Agreement No. 2 dated as of May 6, 2014, that certain Amendment and Incremental Commitment Agreement No. 3 dated as of February 10, 2015, and as further amended, the Revolver Credit Agreement) by and among ETE, as Borrower, Credit Suisse AG (as administrative agent) and the other lenders party thereto, (ii) that certain Senior Secured Term Loan Agreement dated as of December 2, 2013 (as amended by that certain Incremental Loan Agreement No. 1 dated as of April 16, 2014, and as further amended, the 2013 Term Loan Credit Agreement) by and among ETE, as Borrower, Credit Suisse AG (as administrative agent), and the other lenders party thereto, (iii) that certain Senior Secured Term Loan Agreement dated as of March 5, 2015 (as amended, the 2015 Term Loan Credit Agreement and together with the 2013 Term Loan Credit Agreement and the Revolver Credit Agreement, the ETE Credit Agreements) by and among ETE, as Borrower, Credit Suisse AG (as administrative agent), and the other lenders party thereto, and (iv) that certain Indenture dated September 20, 2010 (as amended, supplemented, restated or modified, the ETE Indenture) between ETE, as
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issuer, and U.S. Bank, National Association, as trustee, (II) 8,853,832 Class E Units all of which are owned by Heritage Holdings Inc., free and clear of all Liens, (III) 90,706,000 Class G Units all of which are owned by subsidiaries of Sunoco, Inc., a Pennsylvania corporation, free and clear of all Liens and (IV) 50,160,000 Class H Units all of which are owned by ETE Common Holdings, LLC, free and clear of all Liens, other than the ETE Liens.
(m) All of the Existing Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and have been fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (i) matters described in the Registration Statement, the Disclosure Package and the Final Prospectus and (ii) Sections 17-303(a), 17-607 or 17-804 of the Delaware LP Act).
(n) ETE owns 100% of the issued and outstanding membership interests in ETP LLC; such membership interests have been duly authorized and validly issued in accordance with the ETP LLC limited liability company agreement and are fully paid (to the extent required under the ETP LLC limited liability company agreement) and non-assessable (except as such non-assessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the Delaware LLC Act)); and ETE owns such membership interests free and clear of all Liens, other than Liens under the ETE Pledge Agreement.
(o) (i) ETP LLC is the sole general partner of the General Partner, with a 0.01% general partner interest in the General Partner; (ii) such interest has been duly authorized and validly issued in accordance with the General Partners agreement of limited partnership; (iii) ETP LLC owns such general partner interest free and clear of all Liens; (iv) ETE owns 100% of the Class A limited partner interests of the General Partner and 100% of the Class B limited partner interests of the General Partner; (v) such limited partner interests have been duly authorized and validly issued in accordance with the General Partners agreement of limited partnership and are fully paid (to the extent required under the General Partners agreement of limited partnership) and non-assessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 or 17-804 of the Delaware LP Act and as otherwise described in the Registration Statement, the Disclosure Package and the Final Prospectus; and (vi) ETE owns such limited partner interests free and clear of all Liens, other than Liens arising under the ETE Pledge Agreement.
(p) The Partnership has no direct or indirect subsidiaries (as defined under the Securities Act) other than the Subsidiaries; other than the Subsidiaries, the Partnership does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity (other than as set forth on Schedule V); complete and correct copies of the formation and governing documents of each of the ETP Entities and all amendments thereto have been delivered to the Representatives, and, no changes thereto will be made on or after the date hereof, through and including the time of purchase, or, if later, any additional time of purchase; and each of the ETP Entities is in compliance with the laws,
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orders, rules, regulations and directives issued or administered by such jurisdictions, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
(q) The Securities conform in all material respects to each description thereof, if any, contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus.
(r) The Merger Agreement has been duly authorized, executed and delivered by the Partnership, the General Partner, Merger Sub A and Merger Sub B and constitutes a valid and binding agreement of such parties, enforceable against such parties in accordance with its terms, except as the enforceability thereof may be limited (A) by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) with respect to the indemnity, contribution and exoneration provisions therein, by public policy and applicable laws relating to fiduciary duties and indemnification.
(s) This Agreement has been duly authorized and executed and validly delivered by the Partnership.
(t) The Partnership has all requisite limited partnership power and authority to issue and deliver the Securities in accordance with and upon the terms and conditions set forth in this Agreement and the Indenture, and to execute, deliver and perform its obligations under this Agreement, the Indenture and the Securities.
(u) The execution and delivery of, and the performance by the Partnership of its obligations under, the Indenture have been duly and validly authorized by the Partnership, and the Indenture, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Partnership, will have been duly executed and delivered by the Partnership, and will constitute the valid and legally binding obligations of the Partnership, enforceable against the Partnership in accordance with its terms; provided that the enforceability thereof may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Indenture has been duly qualified under the Trust Indenture Act. The Securities have been duly authorized for issuance and sale to the Underwriters, and, when executed by the Partnership and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Partnership, and will constitute the valid and legally binding obligations of the Partnership, entitled to the benefits of the Indenture; provided that the enforceability thereof may be limited by or subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
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(v) None of the ETP Entities or any Subsidiary is (A) in violation of its respective formation, governing or any other organizational documents, or (B) in breach of, in default under or in violation of, nor has any event occurred which with notice, lapse of time or both would result in any breach of, default under or violation of or give the holder of any indebtedness (or a person acting on such holders behalf) the right to require the repurchase, redemption or repayment of all or any part of such indebtedness under any indenture, mortgage, deed of trust, note agreement, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which any of the ETP Entities or any Subsidiary is a party or by which it or its properties may be bound or affected, or (C) in violation of any federal, state, local or foreign law, statute, regulation or rule, or (D) in violation of any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the New York Stock Exchange (the NYSE)), or (E) in violation of any decree, judgment or order applicable to any of the ETP Entities or any Subsidiary or any of their respective properties, except any such breach, default or violation, in the case of clauses (B), (C), (D) and (E) above, that would, if continued, not have, individually or in the aggregate, a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under this Agreement or the transactions contemplated by this Agreement; and none of (i) the execution, delivery and performance of this Agreement by the Partnership, (ii) the execution, delivery and performance of the Merger Agreement by the Partnership, the General Partner, Merger Sub A and Merger Sub B, (iii) the offering, issuance and sale of the Securities, or (iv) the consummation of the transactions contemplated hereby and by the Merger Agreement will conflict with, result in any breach or violation of or constitute a default under, nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holders behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, or result in the creation or imposition of a Lien on any property or assets of any of the ETP Entities pursuant to (I) any formation, governing or any other organizational document of any of the ETP Entities, or (II) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which any of the ETP Entities or any Subsidiary is a party or by which any of them or any of their respective properties may be bound or affected, or (III) any federal, state, local or foreign law, regulation or rule, or (IV) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), or (V) any decree, judgment or order applicable to any of the ETP Entities, any Subsidiary or any of their respective properties, except for any such conflicts, breaches, violations or defaults, in the case of clause (II) above, that would not have, individually or in the aggregate, a Material Adverse Effect.
(w) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or
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agency, or with any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over any ETP Entity or their property (including, without limitation, the NYSE) (each, a Consent) is required in connection with (i) the offering, issuance or sale of the Securities in the manner contemplated herein and in the Disclosure Package, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Partnership, (iii) the consummation by the Partnership of the transactions contemplated hereby and thereby, and (iv) the execution, delivery and performance of the Merger Agreement by the Partnership, the General Partner, Merger Sub A and Merger Sub B or the consummation by such parties of the transactions contemplated thereby, other than (I) registration of the Securities under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b), will be effected in accordance herewith), (II) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Securities are being offered by the Underwriters, (III) such Consents that have been obtained prior to the date hereof, (IV) such Consents in connection with the transactions contemplated by the Merger Agreement and (V) such Consents which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.
(x) The Partnership and each of the Subsidiaries have all necessary licenses, authorizations, consents and approvals (each, a Permit) and have made all necessary filings required under any applicable law, regulation or rule, and have obtained all necessary Permits from other persons, in order to conduct their businesses, except for such permits that, if not obtained, would not have a Material Adverse Effect; none of the Partnership or any of the Subsidiaries is in violation of, is in default under, and has received notice of any proceedings relating to revocation or modification of, any such Permit or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to any of the ETP Entities or any Subsidiary, except as set forth in the Disclosure Package and except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.
(y) All legal or governmental proceedings, affiliate transactions, off-balance sheet transactions (including, without limitation, transactions related to, and the existence of, variable interest entities within the meaning of Financial Accounting Standards Board Interpretation No. 46), contracts, licenses, agreements, properties, leases or documents of a character required to be described in the Registration Statement, the Disclosure Package and the Final Prospectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required; and the statements included in the Registration Statement, the Disclosure Package and the Final Prospectus (i) under the headings Description of Other Indebtedness, Description of the Debt Securities, Description of Notes Material U.S. Federal Income Tax Consequences and Certain United States Federal Income Tax Considerations and (ii) in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2014, under the captions Business Regulation of Interstate Natural Gas Pipelines, Business Regulation of Intrastate Natural Gas and NGL Pipelines, Business Regulation of Sales of Natural Gas and NGLs, Business Regulation of Gathering Pipelines, Business Regulation of Interstate Crude Oil and Products Pipelines, Business Regulation of Intrastate Crude Oil and Products Pipelines, Business Regulation of
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Pipeline Safety and Legal Proceedings, in each case, as such matters have been updated by any subsequent Current Report on Form 8-K filed by the Partnership with the Commission, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
(z) Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the knowledge of the Partnership after due inquiry, threatened or contemplated to which any of the ETP Entities, any Subsidiary or any of ETP LLCs directors or officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, court, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), except for any such action, suit, claim, investigation or proceeding which, if resolved adversely to any ETP Entity or any Subsidiary, would not, individually or in the aggregate, have a Material Adverse Effect.
(aa) Grant Thornton LLP, who have audited the consolidated financial statements of the Partnership as of and for the years ended December 31, 2014, 2013 and 2012 and of Regency Energy Partners LP for the years ended December 31, 2014, 2013 and 2012, are independent registered public accountants as required by the Securities Act and by the rules of the Public Company Accounting Oversight Board (United States) (the PCAOB).
(bb) PricewaterhouseCoopers LLP, who have audited the consolidated financial statements of Midcontinent Express Pipeline LLC and its subsidiaries as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012, are independent registered public accountants as required by the Securities Act and by the rules of the PCAOB.
(cc) At December 31, 2014, the Partnership had on an actual basis, and would have had, after giving effect to the offering of the Securities and the other items set forth under Capitalization in the Disclosure Package on the pro forma basis indicated in the Disclosure Package, a capitalization as set forth therein. The financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations, cash flows and changes in partners equity of such entities for the periods specified and have been prepared in compliance with the requirements of the Securities Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis (GAAP) during the periods involved, except to the extent expressly disclosed therein; the pro forma financial statements of the Partnership included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, if any, together with the related notes and schedules,
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include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, if any; the other financial and statistical data set forth in or incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Partnership. The pro forma financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and Regulation G. No other financial statements are required to be included in the Registration Statement, the Disclosure Package and the Final Prospectus, pursuant to the applicable accounting requirements of the Securities Act and the Exchange Act. The interactive data in eXtensible Business Reporting Language (XBRL) incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto.
(dd) Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, there has not been (i) any material adverse change, or any development involving, singly or in the aggregate, a prospective material adverse change, in the business, properties, management, financial condition, prospects, net worth or results of operations of the ETP Entities individually or in the aggregate, on the one hand, and/or the Partnership and the Subsidiaries (taken as a whole), on the other hand, (ii) any transaction that is material to the Partnership or any Subsidiary (taken as a whole), (iii) any obligation or liability, direct, indirect or contingent (including any off-balance sheet obligations), incurred by any of the ETP Entities or any of the Subsidiaries that is material to the Partnership and the Subsidiaries (taken as a whole), (iv) any material change in the capitalization, ownership or outstanding indebtedness of any of the ETP Entities or (v) any dividend or distribution of any kind declared, paid or made on the securities of the Partnership or any Subsidiary, in each case whether or not arising from transactions in the ordinary course of business.
(ee) Neither the Partnership nor any Subsidiary is, and at no time during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Securities will any of them be, and, after giving effect to the offering and sale of the Securities, none of them will be, an investment company or an entity controlled by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended.
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(ff) The Partnership and each of the Subsidiaries have good and marketable title to all real property and good title to all personal property described in the Registration Statement, the Disclosure Package and the Final Prospectus, as being owned by it, free and clear of all Liens except (i) as described in the Registration Statement, the Disclosure Package and the Final Prospectus and (ii) as do not materially interfere with the use of such properties, taken as a whole, as described in the Registration Statement, the Disclosure Package and the Final Prospectus, including Liens pursuant to mortgage and/or security agreements given as security for certain non-compete agreements with the prior owners of certain businesses previously acquired by the Partnership and the Subsidiaries; provided, that, with respect to title to pipeline rights-of-way, the Partnership represents only that (A) each applicable Subsidiary has sufficient title to enable it to use and occupy the pipeline rights-of-way as they have been used and occupied in the past and are to be used and occupied in the future as described in the Registration Statement, the Disclosure Package and the Final Prospectus and (B) any lack of title to the pipeline rights-of-way will not have a Material Adverse Effect. All of the real property and buildings held under lease by the Partnership and each Subsidiary are held under valid and subsisting and enforceable leases, with such exceptions as would not materially interfere with the use of such properties, taken as a whole, as described in the Registration Statement, the Disclosure Package and the Final Prospectus.
(gg) The Partnership and each of the Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material sense with, and neither the Partnership nor any Subsidiary has received any notice of conflict with, any such rights of others.
(hh) No labor disputes with the employees that are engaged in the businesses of the Partnership and the Subsidiaries exist or, to the knowledge of the Partnership, are imminent or threatened except for those that would not, individually or in the aggregate, have a Material Adverse Effect. To the Partnerships knowledge after due inquiry, there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974 or the rules and regulations promulgated thereunder concerning the employees providing services to the Partnership or any Subsidiary.
(ii) Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, the Partnership and the Subsidiaries (i) are in compliance with any and all applicable laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as they are currently being conducted and (iii) have not received written notice of any, and to the knowledge of the Partnership after
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due inquiry there are no, pending events or circumstances that could reasonably be expected to form the basis for any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (iv) are not subject to any pending or, to the knowledge of the Partnership after due inquiry, threatened actions, suits, demands, orders or proceedings relating to any Environmental Laws against the ETP Entities (collectively, Proceedings), except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, actual or potential liability or Proceedings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as set forth in the Registration Statement, the Disclosure Package and the Final Prospectus and except for the Newmark Groundwater Contamination Superfund site (as to which an affiliate of the Partnership received a request for information under Section 104(2) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA) in May 2001), none of the ETP Entities nor any of the Subsidiaries is currently named as a potentially responsible party under CERCLA.
(jj) All tax returns required to be filed by the Partnership and the Subsidiaries through the date hereof have been timely filed (or extensions have been timely obtained with respect to such tax returns), and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid, other than those being contested in good faith and for which adequate reserves have been provided.
(kk) The Partnership and each of the Subsidiaries maintain insurance covering their properties, operations, personnel and businesses as they reasonably deem adequate; such insurance insures against such losses and risks to an extent that is adequate in accordance with customary industry practice to protect the Partnership and each of the Subsidiaries and their business; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date (except with respect to those insurance policies for which the failure to be in effect would not have, individually or in the aggregate, a Material Adverse Effect); the Partnership does not have reason to believe that it or any Subsidiary will not be able to renew any such insurance as and when such insurance expires.
(ll) Neither the Partnership nor any Subsidiary has sustained since the date of the last audited financial statements included in the Registration Statement, the Disclosure Package and the Final Prospectus, any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.
(mm) Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, none of the ETP Entities or any of the Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements filed as an exhibit to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Final Prospectus or the Issuer Free Writing
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Prospectuses, if any, and no such termination or non-renewal has been threatened by any of the ETP Entities or any Subsidiary. To the knowledge of the Partnership after due inquiry, no third party to any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the ETP Entities or any of the Subsidiaries is a party or bound or to which their respective properties are subject, is in breach, default or violation under any such agreement (and no event has occurred that, with notice or lapse of time or both, would constitute such an event), except for any such breach, default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(nn) The Partnership maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with managements general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with managements general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(oo) The Partnership has established and maintains and evaluates disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) and internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Partnership (including the Subsidiaries) is made known to the Chief Executive Officer and the Chief Financial Officer of ETP LLC, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Partnerships auditors and the Audit Committee of the Board of Directors of ETP LLC have been advised of: (i) all significant deficiencies, if any, in the design or operation of the Partnerships internal controls over financial reporting that could adversely affect the Partnerships ability to record, process, summarize and report financial data, (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Partnerships internal controls over financial reporting, and (iii) all material weaknesses, if any, in the Partnerships internal controls over financial reporting that have been identified for the Partnerships auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls over financial reporting, there have been no significant changes in the Partnerships internal controls over financial reporting or in other factors that could significantly affect the Partnerships internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Partnership have made all certifications required by the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification are complete and correct; and the Partnership, the Subsidiaries and the directors and officers of ETP LLC, in their capacity as such, are each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission
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and the NYSE promulgated thereunder; and the Partnership has taken all necessary actions to ensure that, upon and at all times after effectiveness of the Registration Statement, the Partnership, the Subsidiaries and the officers and directors of ETP LLC, in their capacities as such, will be in compliance in all material respects with the provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
(pp) All statistical or market-related data included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus are based on or derived from sources that the Partnership believes to be reliable and accurate in all material respects, and the Partnership has obtained the written consent to the use of such data from such sources to the extent required.
(qq) Neither the Partnership nor any Subsidiary is currently prohibited, directly or indirectly, from repaying to the Partnership any loans or advances to such Subsidiary from the Partnership or from transferring any of such Subsidiarys property or assets to the Partnership or any other Subsidiary of the Partnership, except in each case as described in (i) the Registration Statement, the Disclosure Package and the Final Prospectus or (ii) the organizational documents of the Partnership and the Subsidiaries.
(rr) Except pursuant to this Agreement, none of the ETP Entities or the Subsidiaries has incurred any liability for any finders or brokers fees or agents commissions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.
(ss) None of the ETP Entities nor any of their respective Affiliates (as such term in defined in Rule 405) has taken, directly or indirectly, any action designed, or that has constituted or could reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Securities.
(tt) The operations of the ETP Entities and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the ETP Entities or any of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Partnership, threatened.
(uu) None of the ETP Entities or any Subsidiary nor, to the knowledge of the Partnership, any director, officer, agent, employee or affiliate of any of the ETP Entities or any Subsidiary is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the FCPA), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
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of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the ETP Entities, the Subsidiaries and, to the knowledge of the Partnership, their affiliates have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(vv) None of the ETP Entities or any Subsidiary, nor to the knowledge of the Partnership, any director, officer, agent, employee or affiliate of any ETP Entity or any Subsidiary, is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC); and the Partnership will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
Any certificate signed by any officer of ETP LLC and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Partnership, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Partnership agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership the respective principal amount of the Securities set forth opposite such Underwriters name in Schedule I hereto at a purchase price of 99.268% of the principal amount of the Notes due 2025, 98.935% of the principal amount of the Notes due 2035 and of 98.897% of the principal amount of the Notes due 2045, in each case plus accrued interest, if any, from March 12, 2015 to the Closing Date (the Purchase Price).
3. Delivery and Payment. The Partnership will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the Purchase Price by the Underwriters by wire transfer payable in same day funds to an account specified by the Partnership, and delivery of the Securities shall be made through the facilities of The Depository Trust Company (the DTC) unless the Representatives shall otherwise instruct. Such delivery and payment for the Securities shall be made at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas at 9:00 a.m., Houston time, on the fifth full Business Day following the date of this Agreement, or at such other time not later than seven full Business Days thereafter as the Representatives and the Partnership determine (such date and time of delivery and payment for the Securities being herein called the Closing Date). For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities will be evidenced by one or more global securities in definitive form (the Global Notes) or by additional definitive securities, and will be registered, in the case of the Global Notes, in the name of Cede & Co., as nominee of
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the DTC, and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 9:00 a.m., Houston time, on the second Business Day preceding the Closing Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters at the above offices of Andrews Kurth LLP for inspection not later than 11:00 a.m., Houston time, on the Business Day immediately preceding the Closing Date.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Disclosure Package and the Final Prospectus.
5. Agreements. The Partnership agrees with the several Underwriters that:
(a) The Partnership has filed or will file each Statutory Prospectus (including the Final Prospectus), properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership has complied and will comply with Rule 433.
(b) Until the completion of the public offer and sale of the Securities contemplated hereby, the Partnership will promptly advise the Representatives of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representatives a reasonable opportunity to comment on any such amendment or supplement; and the Partnership will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment of the Registration Statement, any supplement to any Statutory Prospectus or any additional information, (iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (iv) the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such suspension or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading, the Partnership will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the several Underwriters in such quantities as they may reasonably request.
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(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act, including in connection with use or delivery of the Final Prospectus, the Partnership promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 5, and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, in such amounts as the Representatives or dealers may reasonably request, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance and (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus. Neither the Representatives consent to, nor the Underwriters delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.
(e) As soon as practicable, but not later than 16 months after the date of this Agreement, the Partnership will make generally available to its security holders and to the Representatives an earnings statement or statements of the Partnership and the Subsidiaries that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158.
(f) The Partnership will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Partnership will pay the expenses of printing and distributing to the Underwriters all documents.
(g) The Partnership will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
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(h) The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Partnership that, unless it has or shall have obtained, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus (as defined in Rule 405) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Partnership is hereinafter referred to as a Permitted Free Writing Prospectus. The Partnership agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(i) The Partnership will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Partnership also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering, (y) information permitted by Rule 134, or (z) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Partnership contemplated in the first sentence of this subsection or (ii) other information that is not issuer information, as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
(j) The Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Securities.
(k) The Partnership will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to United States dollar-denominated debt securities issued or guaranteed by the Partnership and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives for a period beginning on the date hereof and ending 30 days after the Closing Date.
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(l) The Partnership will use the net proceeds received in connection with the offering in the manner described in the Use of Proceeds section of the Disclosure Package and the Final Prospectus and, except as disclosed in the Disclosure Package, the Partnership does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.
(m) The Partnership agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus, each Issuer Free Writing Prospectus and the Indenture, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus, each Issuer Free Writing Prospectus, and the Indenture, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vi) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Securities; (vii) the fees and expenses of the Partnerships accountants and the fees and expenses of counsel (including local and special counsel) for the Partnership; (viii) the fees and expenses of the Trustee and its professional advisers; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) all other costs and expenses incident to the performance by the Partnership of its obligations hereunder.
(n) The Partnership will use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC.
6. Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase the Securities on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Partnership contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Partnership or ETP LLC made in any certificates pursuant to the provisions hereof, to the performance by the Partnership of its obligations hereunder and to the following additional conditions precedent:
(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and any material required to be filed by the Partnership pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
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(b) The Partnership shall have requested and caused Latham & Watkins LLP, counsel for the Partnership, to have furnished to the Representatives their opinions and negative assurance letter, dated the Closing Date, and addressed to the Underwriters, in the forms set forth in Exhibit A-1, A-2 and A-3 hereto.
(c) The Representatives shall have received from Andrews Kurth LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Underwriters, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(d) The Partnership shall have furnished to the Representatives a certificate of ETP LLC, signed by its Chief Executive Officer and Chief Financial Officer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:
(i) the representations and warranties of the Partnership in this Agreement are true and correct on and as of the Closing Date, with the same effect as if made on the Closing Date;
(ii) the Partnership has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(iii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Partnerships knowledge, threatened; and
(iv) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(e) The Partnership shall have requested and caused Grant Thornton LLP to have furnished to the Underwriters, at the Execution Time and at the Closing Date, letters addressed to the Underwriters (which may refer to letters previously delivered to one or more of the Underwriters), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, which letters
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shall, (i) confirm that Grant Thornton LLP is an independent registered public accountants within the meaning of the Securities Act and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) state, as of the date of such letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, including in each case any Incorporated Documents, as of a date not more than five days prior to the date of such letters), the conclusions and findings of the firm with respect to the financial information and other matters ordinarily covered by accountants comfort letters to underwriters in connection with public offerings of securities.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any material change or material decrease specified in the letter or letters referred to in Section 6(e), or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Partnership and the Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnerships or the Subsidiaries debt securities by any nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(h) The Partnership shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Disclosure Package and the Final Prospectus as of the Closing Date as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing.
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7. Reimbursement of Underwriters Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Partnership to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Partnership will reimburse the Underwriters severally through UBS Securities LLC on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution.
(a) The Partnership agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, affiliates of any Underwriter who have, or who are alleged to have, participated in the distribution of the Securities as underwriters, and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Partnership may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Partnership, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Partnership within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Partnership to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Partnership by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Partnership acknowledges
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that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and, under the heading Underwriting, (ii) the list of Underwriters and their respective participation in the sale of Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying partys choice at the indemnifying partys expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying partys election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of the indemnified party from all liability arising out of such action, suit, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
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(d) In the event that the indemnity provided in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Partnership and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, Losses) to which the Partnership and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Partnership, on the one hand, and by the Underwriters, on the other, from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Partnership and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Partnership, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative benefits received by the Partnership, on the one hand, and the Underwriters, on the other, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Partnership bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Final Prospectus. The relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Partnership, on the one hand, or the Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Partnership and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. The amount paid by an indemnified party as a result of Losses shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim that is the subject of this paragraph (d). Notwithstanding the provisions of this paragraph (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Partnership within the meaning of either the Securities Act or the Exchange Act, each officer of the Partnership who shall have signed the Registration Statement and each director of the Partnership shall have the same rights to contribution as the Partnership, subject in each case to the applicable terms and conditions of this paragraph (d).
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9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Partnership. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Partnership and any non-defaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Partnership prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in of any securities of the Partnership shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis, the effect of which is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).
11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Partnership or the officers of ETP LLC and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
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12. Notices. All communications hereunder shall be in writing and effective only on receipt, and, if sent to the Underwriters, shall be mailed, delivered or faxed and confirmed to the Representatives, c/o Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Facsimile No. (646) 291-1469; c/o RBC Capital Markets, LLC at Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management, Facsimile No. (212) 658-6137; and c/o UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attn: Fixed Income Syndicate (Fax: (203) 719-0495); or, if sent to the Partnership, shall be mailed, delivered or faxed and confirmed to it at Energy Transfer Partners, L.P., 3738 Oak Lawn Avenue, Dallas, Texas 75219, Attention: General Counsel, Fax: (832) 668-1127 and confirmed to it at (832) 668-1210, attention of the Legal Department.
13. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person shall have any right or obligation hereunder.
14. Representation of Underwriters. The Representatives shall act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives shall be binding upon all the Underwriters.
15. No Fiduciary Duty. The Partnership hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arms-length commercial transaction between the Partnership, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Partnership and (c) the Partnerships engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Partnership on related or other matters). The Partnership agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Partnership, in connection with such transaction or the process leading thereto.
16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership and the Underwriters, or any of them, with respect to the subject matter hereof.
17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The Partnership hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Partnership irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.
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18. Waiver of Jury Trial. The Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
20. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
21. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.
430B Information means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).
Applicable Time means 4:45 p.m., Eastern time, on the date of this Agreement.
Base Prospectus shall mean the base prospectus referred to in Section 1(a) contained in the Registration Statement at the Execution Time.
Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or Houston, Texas.
Closing Date has the meaning defined in Section 3 hereof.
Commission shall mean the Securities and Exchange Commission.
Disclosure Package shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses and pricing information identified in Schedule II hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
Effective Date shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
Execution Time shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
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Final Prospectus means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Securities Act.
Free Writing Prospectus shall mean a free writing prospectus, as defined in Rule 405.
General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule II to this Agreement.
Issuer Free Writing Prospectus shall mean any issuer free writing prospectus, as defined in Rule 433, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Partnerships records pursuant to Rule 433(g).
Limited Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.
Preliminary Prospectus shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(a) which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
Registration Statement shall mean the registration statement referred to in Section 1(a), including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
Rule 134, Rule 158, Rule 164, Rule 172, Rule 401 Rule 405, Rule 415, Rule 424, Rule 430B, Rule 433, Rule 456, Rule 457 and Rule 462 each refers to such rules under the Securities Act.
Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
Securities Laws means, collectively, the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), the Securities Act, the Exchange Act, the Trust Indenture Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of issuers (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the NASDAQ Stock Market (Exchange Rules).
Statutory Prospectus with reference to any particular time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.
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Trust Indenture Act means the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.
Well-Known Seasoned Issuer shall mean a well-known seasoned issuer, as defined in Rule 405.
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If the foregoing is in accordance with the Representatives understanding of our agreement, kindly sign and return to the Partnership one of the counterparts hereof, whereupon it shall become a binding agreement between the Partnership and the several Underwriters in accordance with its terms.
Very truly yours, | ||
ENERGY TRANSFER PARTNERS, L.P. | ||
BY: | ENERGY TRANSFER PARTNERS GP, L.P., | |
its general partner | ||
BY: | ENERGY TRANSFER PARTNERS, L.L.C. | |
its general partner | ||
By: | /s/ Martin Salinas, Jr. | |
Name: | Martin Salinas, Jr. | |
Title: | Chief Financial Officer |
The foregoing Agreement is hereby confirmed and accepted as of the date first above written. | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Brian D. Bednarski | |
Name: | Brian D. Bednarski | |
Title: | Managing Director | |
RBC CAPITAL MARKETS, LLC | ||
By: | /s/ Scott G. Primrose | |
Name: | Scott G. Primrose | |
Title: | Authorized Signatory | |
UBS SECURITIES LLC | ||
By: | /s/ Mark Spadaccini | |
Name: | Mark Spadaccini | |
Title: | Executive Director | |
By: | /s/ Prath Reddy | |
Name: | Prath Reddy | |
Title: | Associate Director | |
For themselves and the other several Underwriters, named in Schedule I to the foregoing Agreement. |
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SCHEDULE I
Underwriter |
Principal Amount of 2025 Notes |
Principal Amount of 2035 Notes |
Principal Amount of 2045 Notes |
|||||||||
Citigroup Global Markets Inc. |
$ | 150,000,000 | $ | 75,000,000 | $ | 150,000,000 | ||||||
RBC Capital Markets, LLC |
150,000,000 | 75,000,000 | 150,000,000 | |||||||||
UBS Securities LLC |
150,000,000 | 75,000,000 | 150,000,000 | |||||||||
BBVA Securities Inc. |
65,000,000 | 32,500,000 | 65,000,000 | |||||||||
DNB Markets, Inc. |
65,000,000 | 32,500,000 | 65,000,000 | |||||||||
Mitsubishi UFJ Securities (USA), Inc. |
45,000,000 | 22,500,000 | 45,000,000 | |||||||||
Mizuho Securities USA Inc. |
45,000,000 | 22,500,000 | 45,000,000 | |||||||||
SunTrust Robinson Humphrey, Inc. |
45,000,000 | 22,500,000 | 45,000,000 | |||||||||
U.S. Bancorp Investments, Inc. |
45,000,000 | 22,500,000 | 45,000,000 | |||||||||
BNP Paribas Securities Corp. |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
Credit Agricole Securities (USA) Inc. |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
HSBC Securities (USA) Inc. |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
ING Financial Markets LLC |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
Banca IMI S.p.A. |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
Natixis Securities Americas LLC |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
PNC Capital Markets LLC |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
SMBC Nikko Securities America, Inc. |
30,000,000 | 15,000,000 | 30,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 1,000,000,000 | $ | 500,000,000 | $ | 1,000,000,000 |
Schedule I - 1
SCHEDULE II
(i) | General Use Free Writing Prospectuses (included in the Disclosure Package) |
General Use Issuer Free Writing Prospectus includes the following document:
(1) | Final term sheet, dated March 5, 2015, for the Securities. |
(ii) | Other Information Included in the Disclosure Package |
The following information is also included in the Disclosure Package: None
Schedule II-1
Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated March 5, 2015
Relating to Preliminary Prospectus Supplement dated March 5, 2015
Registration Statement No. 333-202507
ENERGY TRANSFER PARTNERS, L.P.
4.050% SENIOR NOTES DUE 2025
4.900% SENIOR NOTES DUE 2035
5.150% SENIOR NOTES DUE 2045
Pricing Term Sheet
Issuer: | Energy Transfer Partners, L.P. | |||||
Expected Ratings (Moodys/S&P/Fitch)*: | [Intentionally Omitted] | |||||
Security Type: | Senior Notes | |||||
Pricing Date: | March 5, 2015 | |||||
Settlement Date: | March 12, 2015 (T+5) | |||||
Use of Proceeds: | To repay borrowings outstanding under our revolving credit facility, to fund our growth capital expenditures and for general partnership purposes. | |||||
4.050% Senior Notes due 2025 |
4.900% Senior Notes due 2035 |
5.150% Senior Notes due 2045 | ||||
Maturity Date: |
March 15, 2025 | March 15, 2035 | March 15, 2045 | |||
Principal Amount: |
$1,000,000,000 | $500,000,000 | $1,000,000,000 | |||
Benchmark Treasury: |
2.000% due February 15, 2025 | 3.000% due November 15, 2044 | 3.000% due November 15, 2044 | |||
Benchmark Yield: |
2.110% | 2.715% | 2.715% | |||
Spread to Benchmark: |
+195 bps | +220 bps | +245 bps | |||
Yield to Maturity: |
4.060% | 4.915% | 5.165% | |||
Coupon: |
4.050% | 4.900% | 5.150% | |||
Public Offering Price: |
99.918% | 99.810% | 99.772% | |||
Optional Redemption: |
||||||
Make-Whole Call: |
T + 30 bps prior to December 15, 2024 | T + 35 bps prior to September 15, 2034 | T + 40 bps prior to September 15, 2044 |
Schedule II-2
Call at Par: |
On or after December 15, 2024 | On or after September 15, 2034 | On or after September 15, 2044 | |||
Interest Payment Dates: |
March 15 and September 15 beginning September 15, 2015 | March 15 and September 15 beginning September 15, 2015 | March 15 and September 15 beginning September 15, 2015 | |||
CUSIP / ISIN: |
29273R BD0 / US29273RBD08 | 29273R BE8 / US29273RBE80 | 29273R BF5 / US29273RBF55 | |||
Joint Book-Running Managers: |
Citigroup Global Markets Inc. RBC Capital Markets, LLC UBS Securities LLC BBVA Securities Inc. DNB Markets, Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |||||
Co-Managers: |
BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC Banca IMI S.p.A. Natixis Securities Americas LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. |
* | Note: A securities rating is not a recommendation to buy, sell or hold a security and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a base prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SECs online database (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Citigroup Global Markets Inc. at (800) 831-9146, RBC Capital Markets, LLC at 1-866-375-6829 or UBS Securities LLC at (877) 827-6444 (ext. 561 3884).
Schedule II-3
SCHEDULE III
Entity |
Jurisdiction in which registered | |
Energy Transfer Partners, L.L.C. | Delaware | |
Energy Transfer Partners GP, L.P. | Delaware | |
Energy Transfer Partners, L.P. | Delaware |
Schedule III-1
SCHEDULE IV
| Aloha Petroleum, Ltd., a Hawaii Corporation |
| Applied Petroleum Technologies, Ltd., a Texas limited partnership |
| APT Management Company, LLC, a Texas limited liability company |
| Atlantic Petroleum (Out) LLC, a Delaware limited liability company |
| Atlantic Petroleum Corporation, a Delaware corporation |
| Atlantic Petroleum Delaware Corporation, a Delaware corporation |
| Atlantic Pipeline (Out) L.P., a Texas limited partnership |
| Atlantic Refining & Marketing Corp., a Delaware corporation |
| Arguelles Pipeline SRL, a Mexico SRL |
| Aventine Renewable Energy Holdings, Inc., a Delaware corporation |
| C&G Investments, LLC, a Delaware limited liability company |
| Cash & Go Management, LLC, a Texas limited liability company |
| Cash & Go, Ltd., a Texas limited partnership |
| CCE Acquisition LLC, a Delaware limited liability company |
| CCE Holdings, LLC, a Delaware limited liability company |
| Chalkley Gathering Company, LLC, a Texas limited liability company |
| Citrus Energy Services, Inc., a Delaware corporation |
| Citrus ETP Finance LLC, a Delaware limited liability company |
| Citrus, LLC, a Delaware limited liability company |
| Clean Air Action Corporation, a Delaware corporation |
| Comanche Trail Pipeline, LLC, a Texas limited liability company |
| Corpus Christie Reimco, LLC, a Texas limited liability company |
| CrossCountry Energy, LLC, a Delaware limited liability company |
| CrossCountry Alaska, LLC, a Delaware limited liability company |
| CrossCountry Citrus, LLC, a Delaware limited liability company |
| Dakota Access Holdings, LLC, a Delaware limited liability company |
| Dakota Access, LLC, a Delaware limited liability company |
| DAPL-ETCO Construction Management, LLC, a Delaware limited liability company |
| DAPL-ETCO Operations Management, LLC, a Delaware limited liability company |
| Eastern Gulf Crude Access, LLC, a Delaware limited liability company |
| Energy Transfer Canada, LLC, a Delaware limited liability company |
| Energy Transfer Crude Oil Company, LLC, a Delaware limited liability company |
| Energy Transfer Data Center, LLC, a Delaware limited liability company |
| Energy Transfer Dutch Holdings, LLC, a Delaware limited liability company |
| Energy Transfer Employee Management Company, a Delaware corporation |
| Energy Transfer Fuel GP, LLC, a Delaware limited liability company |
| Energy Transfer Fuel, LP, a Delaware limited partnership |
| Energy Transfer Group, LLC, a Texas limited liability company |
| Energy Transfer International Holdings LLC, a Delaware limited liability company |
| Energy Transfer Interstate Holdings, LLC, a Delaware limited liability company |
| Energy Transfer LNG Export, LLC, a Delaware limited liability company |
| Energy Transfer Mexicana, LLC, a Delaware limited liability company |
| Energy Transfer Peru LLC, a Delaware limited liability company |
| Energy Transfer Rail Company, LLC, a Delaware limited liability company |
| Energy Transfer Retail Power, LLC, a Delaware limited liability company |
Schedule IV-1
| Energy Transfer Technologies, Ltd., a Texas limited partnership |
| Energy Transfer Terminalling Company, LLC, a Delaware limited liability company |
| Enhanced Service Systems, Inc., a Delaware corporation |
| ET Company I, Ltd., a Texas limited partnership |
| ET Crude Oil Terminals, LLC, a Delaware limited liability company |
| ET Fuel Pipeline, L.P., a Delaware limited partnership |
| ET Rover Pipeline Canada, ULC, a BC, Canada unlimited liability company |
| ET Rover Pipeline LLC, a Delaware limited liability company |
| ETC Compression, LLC, a Delaware limited liability company |
| ETC Endure Energy L.L.C., a Delaware limited liability company |
| ETC Energy Transfer, LLC, a Delaware limited liability company |
| ETC Fayetteville Express Pipeline, LLC, a Delaware limited liability company |
| ETC Fayetteville Operating Company, LLC, a Delaware limited liability company |
| ETC Gas Company Ltd., a Texas limited partnership |
| ETC Gathering, LLC, a Texas limited liability company |
| ETC Hydrocarbons, LLC, a Texas limited liability company |
| ETC Illinois LLC, a Delaware limited liability company |
| ETC Interstate Procurement Company, LLC, a Delaware limited liability company |
| ETC Intrastate Procurement Company, LLC, a Delaware limited liability company |
| ETC Katy Pipeline, Ltd., a Texas limited partnership |
| ETC Lion Pipeline, LLC, a Delaware limited liability company |
| ETC M-A Acquisition LLC, a Delaware limited liability company |
| ETC Marketing, Ltd., a Texas limited partnership |
| ETC Midcontinent Express Pipeline, L.L.C., a Delaware limited liability company |
| ETC New Mexico Pipeline, L.P., a New Mexico limited partnership |
| ETC NGL Marketing, LLC, a Texas limited liability company |
| ETC NGL Transport, LLC, a Texas limited liability company |
| ETC North Dakota Terminalling, LLC, a Delaware limited liability company |
| ETC Northeast Pipeline, LLC, a Delaware limited liability company |
| ETC Oasis GP, LLC, a Texas limited liability company |
| ETC Oasis, L.P., a Delaware limited partnership |
| ETC Texas Pipeline, Ltd., a Texas limited partnership |
| ETC Tiger Pipeline, LLC, a Delaware limited liability company |
| ETC Water Solutions, LLC, a Delaware limited liability company |
| ETCO Holdings LLC, a Delaware limited liability company |
| ETE Holdco Corporation, a Delaware corporation |
| ETP Holdco Corporation, a Delaware corporation |
| ETP Newco 1 LLC, a Delaware limited liability company |
| ETP Newco 2 LLC, a Delaware limited liability company |
| ETP Newco 3 LLC, a Delaware limited liability company |
| ETP Newco 4 LLC, a Delaware limited liability company |
| ETP Newco 5 LLC, a Delaware limited liability company |
| ETP Retail Holdings, LLC, a Delaware limited liability company |
| Evergreen Assurance, LLC, a Delaware limited liability company |
| Evergreen Capital Holdings, LLC, a Delaware limited liability company |
| Evergreen Resources Group, LLC, a Delaware limited liability company |
Schedule IV-2
| Excel Pipeline LLC, a Delaware limited liability company |
| Fayetteville Express Pipeline, LLC, a Delaware limited liability company |
| FEP Arkansas Pipeline, LLC, an Arkansas limited liability company |
| Five Dawaco, LLC, a Texas limited liability company |
| Florida Gas Transmission Company, LLC, a Delaware limited liability company |
| GoPetro Transport LLC, a Texas limited liability company |
| Helios Assurance Company, a Limited Bermuda other |
| Heritage ETC GP, L.L.C., a Delaware limited liability company |
| Heritage ETC, L.P., a Delaware limited partnership |
| Heritage Holdings, Inc., a Delaware corporation |
| Houston Pipe Line Company LP, a Delaware limited partnership |
| HP Houston Holdings, L.P., a Delaware limited partnership |
| HPL Asset Holdings LP, a Delaware limited partnership |
| HPL Consolidation LP, a Delaware limited partnership |
| HPL GP, LLC, a Delaware limited liability company |
| HPL Holdings GP, L.L.C., a Delaware limited liability company |
| HPL Houston Pipe Line Company, LLC, a Delaware limited liability company |
| HPL Leaseco LP, a Delaware limited partnership |
| HPL Resources Company LP, a Delaware limited partnership |
| HPL Storage GP LLC, a Delaware limited liability company |
| HSC Acquirer LLC, a Delaware limited liability company |
| Inland Corporation, an Ohio corporation (70% interest) |
| Jalisco Corporation, a California corporation |
| Japan Sun Oil Company, Ltd., a Japan other |
| LA GP, LLC, a Texas limited liability company |
| La Grange Acquisition, L.P., a Texas limited partnership |
| Lake Charles Exports, LLC, a Delaware limited liability company |
| Lake Charles LNG Export Company, LLC, a Delaware limited liability company |
| Lake Charles LNG Exports, LLC, a Delaware limited liability company |
| Lavan Petroleum Company (LAPCO), an Iran, Islamic Republic of other |
| Lee 8 Storage Partnership, a Delaware limited partnership |
| Lesley Corporation, a Delaware corporation |
| LG PL, LLC, a Texas limited liability company |
| LGM, LLC, a Texas limited liability company |
| Liberty Pipeline Group, LLC, a Delaware limited liability company |
| Libre Insurance Company, Ltd., a Bermuda other |
| Lone Star NGL Asset GP LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Asset Holdings LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Asset Holdings II LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Development LP, a Delaware limited partnership (70% interest) |
| Lone Star NGL Fractionators LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Hastings LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Hattiesburg LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL LLC, a Delaware limited liability company (70% interest) |
Schedule IV-3
| Lone Star NGL Marketing LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Mont Belvieu GP LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Mont Belvieu LP, a Delaware limited partnership (70% interest) |
| Lone Star NGL Pipeline LP, a Delaware limited partnership (70% interest) |
| Lone Star NGL Product Services LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Refinery Services LLC, a Delaware limited liability company (70% interest) |
| Lone Star NGL Sea Robin LLC, a Delaware limited liability company (70% interest) |
| Lugrasa, S.A., a Panama corporation |
| MACS Retail LLC, a Virginia limited liability company |
| Mascot, Inc. (MA), a Massachusetts corporation |
| Mid-Atlantic Convenience Stores, LLC, a Delaware limited liability company |
| Mid-Continent Pipe Line (Out) LLC, a Texas limited liability company |
| Mid-Valley Pipeline Company, an Ohio corporation |
| Oasis Partner Company, a Delaware corporation |
| Oasis Pipe Line Company Texas L.P., a Texas limited partnership |
| Oasis Pipe Line Company, a Delaware corporation |
| Oasis Pipe Line Finance Company, a Delaware corporation |
| Oasis Pipe Line Management Company, a Delaware corporation |
| Oasis Pipeline, LP, a Texas limited partnership |
| Oil Casualty Insurance, Ltd., a Bermuda other |
| Oil Insurance Limited, Bermuda limited company |
| Pacesetter/MVHC, Inc., a Texas corporation |
| Pan Gas Storage LLC, a Delaware limited liability company |
| Panhandle Eastern Pipe Line Company, LP, a Delaware limited partnership |
| Panhandle Energy LNG Services, LLC, a Delaware limited liability company |
| Panhandle Holdings LLC, a Delaware limited liability company |
| Panhandle Storage LLC, a Delaware limited liability company |
| PEI Power Corporation, a Pennsylvania corporation |
| PEI Power II, LLC, a Pennsylvania limited liability company |
| PES Holdings, LLC, a Delaware limited liability company |
| PG Energy, Inc., a Pennsylvania corporation |
| Philadelphia Energy Solutions LLC, a Delaware limited liability company |
| Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company |
| Puerto Rico Sun Oil Company LLC, a Delaware limited liability company |
| Quick Stuff of Texas, Inc., a Texas corporation |
| Rendezvous I, LLC, a Delaware limited liability company |
| Rendezvous II, LLC, a Delaware limited liability company |
| Rich Eagleford Mainline, LLC, a Delaware limited liability company |
| Rover Pipeline LLC, a Delaware limited liability company |
| Sea Robin Pipeline Company, LLC, a Delaware limited liability company |
| SEC Energy Products & Services, L.P., a Texas limited partnership |
| SEC Energy Realty GP, LLC, a Texas limited liability company |
Schedule IV-4
| SEC General Holdings, LLC, a Texas limited liability company |
| SEC-EP Realty Ltd., a Texas limited partnership |
| Southern Union Gas Company, Inc., a Texas corporation |
| Southern Union Panhandle LLC, a Delaware limited liability company |
| Southside Oil, LLC, a Virginia limited liability company |
| SSP BevCo I LLC, a Texas limited liability company |
| SSP BevCo II LLC, a Texas limited liability company |
| SSP Beverage, LLC, a Texas limited liability company |
| Stripes Acquisition LLC, a Texas limited liability company |
| Stripes Holdings LLC, a Delaware limited liability company |
| Stripes LLC, a Texas limited liability company |
| Stripes No. 1009 LLC, a Texas limited liability company |
| SU Gas Services Operating Company, Inc., a Delaware corporation |
| SU Holding Company, Inc., a Delaware corporation |
| SU Pipeline Management LP, a Delaware limited partnership |
| SUCo LLC, a Delaware limited liability company |
| SUCo LP, a Delaware limited partnership |
| SUG Holding Company, a Delaware corporation |
| SUGAir Aviation Company, a Delaware corporation |
| Sun Alternate Energy Corporation, a Delaware corporation |
| Sun Atlantic Refining and Marketing B.V., a Netherlands other |
| Sun Atlantic Refining and Marketing B.V., Inc., a Delaware corporation |
| Sun Atlantic Refining and Marketing Company, a Delaware corporation |
| Sun Canada, Inc., a Delaware corporation |
| Sun Company, Inc., a Delaware corporation |
| Sun Company, Inc., a Pennsylvania corporation |
| Sun International Limited, a Bermuda other |
| Sun Lubricants and Specialty Products Inc., a Quebec corporation |
| Sun Mexico One, Inc., a Delaware corporation |
| Sun Mexico Two, Inc., a Delaware corporation |
| Sun Oil Company, a Delaware corporation |
| Sun Oil Export Company, a Delaware corporation |
| Sun Oil International, Inc., a Delaware corporation |
| Sun Petrochemicals, Inc., a Delaware corporation |
| Sun Pipe Line Company, a Texas corporation |
| Sun Pipe Line Delaware (Out) LLC, a Delaware limited liability company |
| Sun Pipe Line Company of Delaware LLC, a Delaware limited liability company |
| Sun Refining and Marketing Company, a Delaware corporation |
| Sun Services Corporation, a Pennsylvania corporation |
| Sun Transport, LLC, a Pennsylvania limited liability company |
| Sun-Del Pipeline LLC, a Delaware limited liability company |
| Sun-Del Services, Inc., a Delaware corporation |
| Sunmarks, LLC, a Delaware limited liability company |
| Sunoco de Mexico, S.A. de C.V., a Mexico other |
| Sunoco GP LLC, a Delaware limited liability company |
| Sunoco, Inc., a Pennsylvania corporation |
Schedule IV-5
| Sunoco, Inc. (R&M), a Pennsylvania corporation |
| Sunoco, L.P., a Delaware limited partnership |
| Sunoco Lease Acquisition & Marketing LLC, a Delaware limited liability company |
| Sunoco Logistics Partners GP LLC, a Delaware limited liability company |
| Sunoco Logistic Partners L.P., a Delaware limited partnership |
| Sunoco Logistics Partners Operations GP LLC, a Delaware limited liability company |
| Sunoco Logistics Partners Operations L.P., a Delaware limited partnership |
| Sunoco Overseas, Inc., a Delaware corporation |
| Sunoco Partners LLC, a Pennsylvania limited liability company |
| Sunoco Partners Marketing & Terminals L.P., a Texas limited partnership |
| Sunoco Partners NGL Facilities LLC, a Delaware limited liability company |
| Sunoco Partners Operating LLC, a Delaware limited liability company |
| Sunoco Partners Real Estate Acquisition LLC, a Delaware limited liability company |
| Sunoco Partners Rockies LLC, a Delaware limited liability company |
| Sunoco Power Marketing L.L.C., a Pennsylvania limited liability company |
| Sunoco Pipeline Acquisition LLC, a Delaware limited liability company |
| Sunoco Pipeline L.P., a Texas limited partnership |
| Sunoco Receivables Corporation, Inc., a Delaware corporation |
| Susser Company, Ltd., a Texas limited partnership |
| Susser Energy Services LLC, a Texas limited liability company |
| Susser Finance Corporation, a Delaware corporation |
| Susser Financial Services LLC, a Delaware limited liability company |
| Susser Holding Corporation, a Delaware corporation |
| Susser Holdings, L.L.C., a Delaware limited liability company |
| Susser Petroleum Company LLC, a Texas limited liability company |
| Susser Petroleum Operating Company LLC, a Delaware limited liability company |
| Susser Petroleum Property Company LLC, a Delaware limited liability company |
| TCF Holdings Inc., a Texas corporation |
| The New Claymont Investment Company, a Delaware corporation |
| The Sunoco Foundation, a Pennsylvania not-for-profit corporation |
| T&C Wholesale LLC, a Texas limited liability company |
| TETC, LLC, a Texas limited liability company |
| Texas Energy Transfer Company, Ltd., a Texas limited partnership |
| Texas Energy Transfer Power, LLC, a Texas limited liability company |
| TND Beverage, LLC, a Texas limited liability company |
| Town & Country Food Stores, Inc., a Texas corporation |
| Trans-Pecos Pipeline, LLC, a Texas limited liability company |
| Transwestern Pipeline Company, LLC, a Delaware limited liability company |
| Trunkline Deepwater Pipeline LLC, a Delaware limited liability company |
| Trunkline Field Services LLC, a Delaware limited liability company |
| Trunkline Gas Company, LLC, a Delaware limited liability company |
| Trunkline LNG Holdings LLC, a Delaware limited liability company |
| Trunkline Offshore Pipeline LLC, a Delaware limited liability company |
| Venezoil, C.A., a Venezuela other |
| West Texas Gulf Pipe Line Company, a Delaware corporation |
| Westex Energy LLC, a Delaware limited liability company |
Schedule IV-6
| Whiskey Bay Gas Company Ltd., a Texas limited partnership |
| Whiskey Bay Gathering Company, LLC, a Delaware limited liability company |
Schedule IV-7
SCHEDULE V
| Aventine Renewable Energy Holdings, Inc., a Delaware corporation (0.0103% interest) |
| Bayveiw Refining Company, LLC, a Delaware limited liability company (49% interest) |
| Cash & Go Management, LLC, a Texas limited liability company (50% interest) |
| Cash & Go, Ltd., a Texas limited partnership (50% interest) |
| Citrus, LLC, a Delaware limited liability company (50% interest) |
| Citrus Energy Services, Inc., a Delaware corporation (50% interest of its sole member, Citrus, LLC) |
| Clean Air Action Corporation, a Delaware corporation (10% interest) |
| Dakota Access Holdings LLC, a Delaware limited liability company (40% interest) |
| Dakota Access, LLC, a Delaware limited liability company (30% interest) |
| Eastern Gulf Crude Access, LLC, a Delaware limited liability company (40% interest) |
| Energy Transfer Crude Oil Company, LLC, a Delaware limited liability company (40% interest) |
| Energy Transfer LNG Export, LLC, a Delaware limited liability company (40% interest) |
| ET Crude Oil Terminals, LLC, a Delaware limited liability company (40% interest) |
| ETC Illinois LLC, a Delaware limited liability company (40% interest) |
| ETCO Holdings LLC, a Delaware limited liability company (40% interest) |
| Explorer Pipeline Company, a Delaware corporation (13.27% interest) |
| Fayetteville Express Pipeline, LLC, a Delaware limited liability company (50% interest) |
| FEP Arkansas Pipeline, LLC, an Arkansas limited liability company (50% interest of its sole member, Fayetteville Express Pipeline, LLC) |
| Florida Gas Transmission Company, LLC, a Delaware limited liability company (50% interest of its sole member, Citrus, LLC) |
| Japan Sun Oil Company, Ltd., a Japanese company (30% interest) |
| Lake Charles LNG Export Company, LLC, a Delaware limited liability company (40% interest) |
| Lake Charles Exports, LLC, a Delaware limited liability company (20% interest) |
| Lavan Petroleum Company, an Iranian company (12.5% interest) |
| Lee 8 Storage Partnership, a Delaware limited partnership (29% interest) |
| Liberty Pipeline Group, LLC, a Delaware limited liability company (50% interest) |
| Lugresa, S.A., a Panama corporation (60% interest) |
| NSL Energy Marketing JV, a Texas limited partnership (50% interest) |
| Oil Casualty Insurance, Ltd. a Bermuda company (2.130% interest) |
| Oil Insurance Limited, a Bermuda company (2.174% interest) |
| PES Holdings LLC, a Delaware limited liability company (33 1⁄3% interest of its sole member, Philadelphia Energy Solutions LLC) |
| Philadelphia Energy Solutions LLC, a Delaware limited liability company (33 1⁄3% interest) |
| Philadelphia Energy Solutions Refining & Marketing LLC, a Delaware limited liability company (33 1⁄3% interest of the sole member of its sole member, Philadelphia Energy Solutions LLC) |
| Trunkline Crude Oil Pipeline, LLC, a Delaware limited liability company (40% interest) |
| SunVit Pipeline, LLC, a Delaware limited liability company (50% interest) |
| Venezoil, C.A., a Venezuelan company (a 6% interest) |
Schedule V
| West Shore Pipe Line Company, a Delaware corporation (17.179% interest) |
| Wolverine Pipe Line Company, a Delaware corporation (31.478% interest) |
| Yellowstone Pipe Line Company, a Delaware corporation (14% interest) |
Schedule V
EXHIBIT A-1
OPINION OF LATHAM & WATKINS LLP
1. The Partnership is a limited partnership duly formed under the DRULPA with limited partnership power and authority to own its properties and to conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that the Partnership is validly existing and in good standing under the laws of the State of Delaware.
2. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the TIA).
3. The Notes have been duly authorized by all necessary limited partnership action of the Partnership and the General Partner and all necessary limited liability company action of ETP LLC and, when duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered and paid for in accordance with the terms of the Underwriting Agreement, will be legally valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms.
4. The Indenture has been duly authorized by all necessary limited partnership action of the Partnership and the General Partner and all necessary limited liability company action of ETP LLC, has been duly executed and delivered by the Partnership and is the legally valid and binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms.
5. The execution, delivery and performance of the Underwriting Agreement have been duly authorized by all necessary limited partnership action of the Partnership and the General Partner and all necessary limited liability company action of ETP LLC, and the Underwriting Agreement has been duly executed and delivered by the Partnership.
6. The execution and delivery of the Underwriting Agreement and the Indenture and the issuance and sale of the Notes by the Partnership to you and the other Underwriters pursuant to the Underwriting Agreement do not on the date hereof:
(i) | violate the provisions of the Partnership Governing Documents; or |
(ii) | result in the breach of or a default under any of the Specified Agreements; or |
(iii) | violate any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the DRULPA or the Delaware LLC Act; |
(iv) | result in the creation of any security interest in, or lien upon, any property or assets of the Partnership or any of its subsidiaries under any Specified Agreement; or |
(iv) | require any consents, approvals, or authorizations to be obtained by the Partnership from, or any registrations, declarations or filings to be made by the Partnership with, any governmental authority under any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the DRULPA or the Delaware LLC Act on or prior to the date hereof that have not been obtained or made. |
7. The Registration Statement has become effective under the Securities Act. With your consent, based solely on a review of a list of stop orders on the Commissions website at http://www.sec.gov/litigation/stoporders.shtml at 8:00 a.m. Eastern Time on March 5, 2015, we confirm that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission. The Preliminary Prospectus has been filed in accordance with Rule 424(b) under the Securities Act, the Prospectus has been filed in accordance with Rule 424(b) and 430B under the Securities Act, and each specified IFWP has been filed in accordance with Rule 433(d) under the Securities Act.
8. The Registration Statement at March 5, 2015, including the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no view with respect to Regulation S-T or the financial statements, schedules, or other financial data, included in, incorporated by reference in, or omitted from, the Registration Statement or the Prospectus or with respect to the Trustees Form T-1 under the TIA. For purposes of this paragraph, we have assumed that the statements made in the Registration Statement and the Prospectus are correct and complete.
9. The statements in the Preliminary Prospectus, taken together with the Specified IFWP, and the Prospectus under the caption Description of Notes and Description of the Debt Securities, insofar as they purport to constitute a summary of the terms of the Notes or the Indenture, are accurate descriptions or summaries in all material respects.
10. The Partnership is not, and immediately after giving effect to the sale of the Notes in accordance with the Underwriting Agreement and the application of the proceeds as described in the Preliminary Prospectus, taken together with the Specified IFWP, and the Prospectus under the caption Use of Proceeds, will not be required to be, registered as an investment company within the meaning of the Investment Company Act of 1940, as amended.
EXHIBIT A-2
OPINION OF LATHAM & WATKINS LLP
Negative Assurance Letter
Based on our participation, review and reliance as described above, we advise you that no facts came to our attention that caused us to believe that:
| the Registration Statement, at the time it became effective on March 5, 2015, including the information deemed to be a part of the Registration Statement pursuant to 430B under the Securities Act (together with the Incorporated Documents at that time), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; |
| the Preliminary Prospectus, as of the Applicable Time (together with the Incorporated Documents at that time and the Specified IFWP at that time), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or |
| the Prospectus, as of its date or as of the date hereof (together with the Incorporated Documents at those dates), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
it being understood that we express no belief with respect to the financial statements, schedules, or other financial data included or incorporated by reference in, or omitted from, the Registration Statement, the Preliminary Prospectus, each Specified IFWP, the Prospectus, the Incorporated Documents or the Form T-1.
EXHIBIT A-3
TAX OPINION OF LATHAM & WATKINS
Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Preliminary Prospectus and the Final Prospectus, we hereby confirm that the statements in the Preliminary Prospectus and the Prospectus under the caption Certain United States Federal Income Tax Considerations, insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
Exhibit 99.1
ENERGY TRANSFER PARTNERS ANNOUNCES
PRICING OF $2.5 BILLION OF SENIOR NOTES
DALLAS(BUSINESS WIRE)Mar. 6, 2015 Energy Transfer Partners, L.P. (NYSE: ETP) today announced the pricing of $1.0 billion aggregate principal amount of its 4.050% senior notes due 2025, $500 million aggregate principal amount of its 4.900% senior notes due 2035 and $1.0 billion aggregate principal amount of its 5.150% senior notes due 2045, at a price to the public of 99.918%, 99.810% and 99.772%, respectively, of their face value. The sale of the senior notes is expected to settle on March 12, 2015, subject to customary closing conditions. ETP intends to use the net proceeds of approximately $2.476 billion from this offering to repay borrowings outstanding under ETPs revolving credit facility, to fund growth capital expenditures and for general partnership purposes.
Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC are acting as joint book-running managers for the offering. The offering is being made by means of a prospectus and related prospectus supplement, copies of which may be obtained from the following addresses:
Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (800) 831-9146
RBC Capital Markets, LLC
Attn: DCM Transaction Management
200 Vesey Street, 8th Floor
New York, New York 10281
Telephone (866) 375-6829
UBS Securities LLC
Attn: Prospectus Dept.
299 Park Avenue
New York, New York 10171
Telephone: (888) 827-7275
You may also obtain these documents for free when they are available by visiting EDGAR on the SEC web site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering is made pursuant to an effective shelf registration statement and prospectus filed by ETP with the SEC.
Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 35,000 miles of natural gas and natural gas liquids pipelines. ETP owns 100% of Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 67.1 million common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets. ETP owns 100% of Sunoco, Inc. and 100% of Susser Holdings Corporation. Additionally, ETP owns the general partner, 100% of the incentive distribution rights and approximately 43% of the limited partner interests in Sunoco LP (formerly Susser Petroleum Partners LP) (NYSE: SUN), a wholesale fuel distributor and convenience store operator. ETPs general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE). For more information, visit the Energy Transfer Partners, L.P. web site at www.energytransfer.com.
Statements about the offering may be forward-looking statements. Forward-looking statements can be identified by words such as anticipates, believes, intends, projects, plans, expects, continues, estimates, goals, forecasts, may, will and other similar expressions. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of ETP, and a variety of risks that could cause results to differ materially from those expected by management of ETP. Important information about issues that could cause actual results to differ materially from those expected by management of ETP can be found in ETPs public periodic filings with the SEC, including its Annual Report on Form 10-K. ETP undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Source: Energy Transfer Partners, L.P.
Investor Relations:
Energy Transfer
Brent Ratliff, 214-981-0700
or
Media Relations:
Granado Communications Group
Vicki Granado, 214-599-8785
214-498-9272 (cell)
Exhibit 99.2
DESCRIPTION OF NOTES
Energy Transfer will issue the notes under an indenture dated as of January 18, 2005 among itself, the subsidiaries of Energy Transfer named therein and U.S. Bank National Association (as successor by merger to Wachovia Bank, National Association), as trustee, as supplemented by a supplemental indenture creating the notes (as so supplemented, the indenture). This description is a summary of the material provisions of the notes and the indenture. This description does not restate those agreements and instruments in their entirety. You should refer to the notes and the indenture, forms of which are available as set forth below under Where you can find more information, for a complete description of our obligations and your rights.
You can find the definitions of various terms used in this description under Certain Definitions below. In this description, the terms Energy Transfer, we, us and our refer only to Energy Transfer Partners, L.P. and not to any of its Subsidiaries.
General
The notes:
| will be general unsecured, senior obligations of Energy Transfer, ranking equally with all other existing and future unsecured and unsubordinated indebtedness of Energy Transfer; |
| will initially be issued in an aggregate principal amount of $1,000,000,000 with respect to the 2025 notes, an aggregate principal amount of $500,000,000 with respect to the 2035 notes and an aggregate principal amount of $1,000,000,000 with respect to the 2045 notes; |
| will mature on March 15, 2025 with respect to the 2025 notes, March 15, 2035 with respect to the 2035 notes and March 15, 2045 with respect to the 2045 notes; |
| will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof; |
| will bear interest at an annual rate of 4.050% with respect to the 2025 notes, an annual rate of 4.900% with respect to the 2035 notes and an annual rate of 5.150% with respect to the 2045 notes; and |
| will be redeemable at any time at our option at the redemption prices described below under Optional Redemption. |
The 2025 notes, the 2035 notes and the 2045 notes each constitute a separate series of debt securities under the indenture. The indenture does not limit the amount of debt securities we may issue under the indenture from time to time in one or more series. Currently, we have the following series of notes outstanding under the indenture (collectively, the existing senior notes):
| $750 million in principal amount of 5.950% Senior Notes due 2015; |
| $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; |
| $266.7 million in principal amount of 8.250% Senior Notes due 2029; |
| $400 million in principal amount of 6.625% Senior Notes due 2036; |
| $550 million in principal amount of 7.500% Senior Notes due 2038; |
| $700 million in principal amount of 6.050% Senior Notes due 2041; |
| $1 billion in principal amount of 6.500% Senior Notes due 2042; |
| $450 million in principal amount of 5.150% Senior Notes due 2043; and |
| $450 million in principal amount of 5.950% Senior Notes due 2043. |
We may in the future issue additional debt securities under the indenture in addition to the notes.
Interest
Interest on the notes will accrue from and including March 12, 2015 or from and including the most recent interest payment date to which interest has been paid or provided for. We will pay interest in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. We will make interest payments to the persons in whose names the notes are registered at the close of business on March 1 or September 1, as applicable, before the next interest payment date.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date falls on a day that is not a business day, the payment will be made on the next business day, and no interest will accrue on the amount of interest due on that interest payment date for the period from and after the interest payment date to the date of payment.
Further Issuances
We may from time to time, without notice to or the consent of the holders of the notes, create and issue additional notes having the same terms as either of the series of notes offered by this prospectus supplement and accompanying prospectus, except for issue date, issue price and in some cases, the first interest payment date. Additional notes issued in this manner will form a single series with the previously issued and outstanding notes of such series.
Optional Redemption
Prior to December 15, 2024 (the 2025 Notes Early Call Date), with respect to the 2025 notes, September 15, 2034 (the 2035 Notes Early Call Date), with respect to the 2035 notes, and September 15, 2044 (the 2045 Notes Early Call Date and, together with the 2025 Notes Early Call Date and the 2035 Notes Early Call Date, the Early Call Dates), with respect to the 2045 notes, the respective notes will be redeemable, at our option, at any time in whole, or from time to time in part, at a price equal to the greater of:
| 100% of the principal amount of the notes to be redeemed; or |
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| the sum of the present values of the remaining scheduled payments of principal and interest (at the interest rate in effect on the date of calculation of the redemption price) on the notes to be redeemed that would be due after the related redemption date if such notes matured on the applicable Early Call Date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points with respect to the 2025 notes, 35 basis points with respect to the 2035 notes and 40 basis points with respect to the 2045 notes; |
plus, in either case, accrued and unpaid interest to, but excluding, the redemption date.
At any time on or after the 2025 Notes Early Call Date, with respect to the 2025 notes, the 2035 Notes Early Call Date, with respect to the 2035 notes, and the 2045 Notes Early Call Date, with respect to the 2045 notes, the respective notes will be redeemable in whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The actual redemption price, calculated as provided below, will be calculated and certified to the trustee and us by the Independent Investment Banker.
Notes called for redemption become due on the redemption date. Notices of redemption will be mailed at least 30 but not more than 60 days before the redemption date to each holder of the notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other things, the amount of notes to be redeemed, the redemption date, the method of calculating the redemption price and each place that payment will be made upon presentation and surrender of notes to be redeemed. Unless we default in payment of the redemption price, interest will cease to accrue on any notes that have been called for redemption on the redemption date. If less than all of the notes of a series are redeemed at any time, the trustee will select the notes to be redeemed on a pro rata basis, by lot or by any other method the trustee deems fair and appropriate.
For purposes of determining the redemption price, the following definitions are applicable:
Treasury Yield means, with respect to any redemption date applicable to the notes, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed (assuming, for this purpose, that the notes matured on the applicable Early Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed (assuming, for this purpose, that the notes matured on the applicable Early Call Date).
Comparable Treasury Price means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means UBS Securities LLC (and its respective successors) or, if any such firm is not willing and able to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee and reasonably acceptable to Energy Transfer.
Reference Treasury Dealer means (a) each of Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC and their respective successors, and (b) one other primary U.S. government securities dealer in the United States selected by Energy Transfer (each, a Primary Treasury Dealer); provided, however, that if any of the foregoing shall resign as a Reference Treasury Dealer or cease to be a U.S. government securities dealer, Energy Transfer will substitute therefor another Primary Treasury Dealer.
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Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date for the notes, an average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the notes to be redeemed (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
Subsidiary Guarantees
The notes initially will not be guaranteed by any of our Subsidiaries. However, if at any time following the issuance of the notes, any Subsidiary of Energy Transfer guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any obligations of Energy Transfer or any of its other Subsidiaries under the Credit Agreement, then Energy Transfer will cause such Subsidiary to promptly execute and deliver to the trustee a supplemental indenture in a form satisfactory to the trustee pursuant to which such Subsidiary guarantees Energy Transfers obligations with respect to the notes on the terms provided for in the indenture.
The guarantee of any Subsidiary Guarantor may be released under certain circumstances. If we exercise our legal or covenant defeasance option with respect to the notes as described below under Defeasance and Discharge, then any Subsidiary Guarantor will be released. Further, if no default has occurred and is continuing under the indenture, and to the extent not otherwise prohibited by the indenture, a Subsidiary Guarantor will be unconditionally released and discharged from its guarantee:
| automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor; |
| automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or |
| following delivery of a written notice by us to the trustee, upon the release of all guarantees or other obligations of the Subsidiary Guarantor with respect to the obligations of Energy Transfer or any of its Subsidiaries under the Credit Agreement. |
If at any time following any release of a Subsidiary Guarantor from its guarantee of the notes pursuant to the third bullet point in the preceding paragraph, the Subsidiary Guarantor again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any obligations of Energy Transfer or any of its Subsidiaries under the Credit Agreement, then Energy Transfer will cause the Subsidiary Guarantor to again guarantee the notes in accordance with the indenture.
Ranking
The notes will be unsecured, unless we are required to secure them pursuant to the limitations on liens covenant described below under Certain CovenantsLimitations on Liens. The notes will also be the unsubordinated obligations of Energy Transfer and will rank equally with all other existing and future unsubordinated indebtedness of Energy Transfer. Each guarantee, if any, of the notes will be an unsecured and unsubordinated obligation of the Subsidiary Guarantor and will rank equally with all other existing and future unsubordinated indebtedness of the Subsidiary Guarantor. The notes and each guarantee, if any, will effectively rank junior to any future indebtedness of Energy Transfer and any Subsidiary Guarantor that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the notes will structurally rank junior to all indebtedness and other liabilities of Energy Transfers existing and future Subsidiaries that are not Subsidiary Guarantors.
As of December 31, 2014, after giving effect to the offering of the notes and the application of the net proceeds therefrom as described in Use of Proceeds, Energy Transfer, excluding its Subsidiaries, would have had $14.105
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billion of indebtedness, $13.559 billion of which would have been unsecured, unsubordinated indebtedness, consisting entirely of the notes, the existing senior notes and Sunocos existing senior notes and debentures of which we are a co-obligor; and $546 million of which would have been unsecured, subordinated indebtedness, consisting of the junior subordinated notes. Initially, none of Energy Transfers Subsidiaries will guarantee the notes. Energy Transfers Subsidiaries, Transwestern, Panhandle, Sunoco, Sunoco Logistics and Sunoco LP, have outstanding debt securities. As of December 31, 2014, after giving effect to 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 $7.7 billion of indebtedness of these Subsidiaries.
No Sinking Fund
We are not required to make any mandatory redemption or sinking fund payments with respect to the notes.
Certain Covenants
Except as set forth below, neither Energy Transfer nor any of its Subsidiaries is restricted by the indenture from incurring any type of indebtedness or other obligation, from paying dividends or making distributions on its partnership or other equity interests or from purchasing or redeeming its partnership or other equity interests. The indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the indenture does not contain any provisions that would require Energy Transfer to repurchase or redeem or otherwise modify the terms of the notes upon a change in control or other events involving Energy Transfer that could adversely affect the creditworthiness of Energy Transfer.
Limitations on Liens. Energy Transfer will not, nor will it permit any of its Subsidiaries to, create, assume, incur or suffer to exist any mortgage, lien, security interest, pledge, charge or other encumbrance (liens) upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned on the date of the supplemental indenture creating the notes or thereafter acquired, to secure any Indebtedness of Energy Transfer or any other Person (other than the notes), without in any such case making effective provisions whereby all of the outstanding notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness is so secured.
Notwithstanding the foregoing, under the indenture, Energy Transfer may, and may permit any of its Subsidiaries to, create, assume, incur, or suffer to exist without securing the notes (a) any Permitted Lien, (b) any lien upon any Principal Property or capital stock of a Restricted Subsidiary to secure Indebtedness of Energy Transfer or any other Person, provided that the aggregate principal amount of all Indebtedness then outstanding secured by such lien and all similar liens under this clause (b), together with all Attributable Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by clauses (1) through (4), inclusive, of the first paragraph of the restriction on sale-leasebacks covenant described below), does not exceed 10% of Consolidated Net Tangible Assets or (c) any lien upon (i) any Principal Property that was not owned by Energy Transfer or any of its Subsidiaries on the date of the supplemental indenture creating the notes or (ii) the capital stock of any Restricted Subsidiary that owns no Principal Property that was owned by Energy Transfer or any of its Subsidiaries on the date of the supplemental indenture creating the notes, in each case owned by a Subsidiary of Energy Transfer (an Excluded Subsidiary) that (A) is not, and is not required to be, a Subsidiary Guarantor and (B) has not granted any liens on any of its property securing Indebtedness with recourse to Energy Transfer or any Subsidiary of Energy Transfer other than such Excluded Subsidiary or any other Excluded Subsidiary.
Restriction on Sale-Leasebacks. Energy Transfer will not, and will not permit any Subsidiary to, engage in the sale or transfer by Energy Transfer or any of its Subsidiaries of any Principal Property to a Person (other than Energy Transfer or a Subsidiary) and the taking back by Energy Transfer or its Subsidiary, as the case may be, of a lease of such Principal Property (a Sale-Leaseback Transaction), unless:
(1) such Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date of the completion of construction, development or substantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later;
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(2) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years;
(3) Energy Transfer or such Subsidiary would be entitled to incur Indebtedness secured by a lien on the Principal Property subject thereto in a principal amount equal to or exceeding the Attributable Indebtedness from such Sale-Leaseback Transaction without equally and ratably securing the notes; or
(4) Energy Transfer or such Subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to (a) the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of Energy Transfer or any of its Subsidiaries that is not subordinated to the notes or any guarantee, or (b) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of Energy Transfer or its Subsidiaries.
Notwithstanding the foregoing, Energy Transfer may, and may permit any Subsidiary to, effect any Sale- Leaseback Transaction that is not excepted by clauses (1) through (4), inclusive, of the preceding paragraph provided that the Attributable Indebtedness from such Sale-Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness (other than the notes) secured by liens other than Permitted Liens upon Principal Properties, does not exceed 10% of Consolidated Net Tangible Assets.
Reports. So long as any notes are outstanding, Energy Transfer will:
| for as long as it is required to file information with the SEC pursuant to the Exchange Act, file with the trustee, within 15 days after it is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports which it is required to file with the SEC pursuant to the Exchange Act; |
| if it is not required to file reports with the SEC pursuant to the Exchange Act, file with the trustee, within 15 days after it would have been required to file with the SEC, financial statements (and with respect to annual reports, an auditors report by a firm of established national reputation) and a Managements Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the SEC had it been subject to the reporting requirements of the Exchange Act; and |
| if it is required to furnish annual or quarterly reports to its equity holders pursuant to the Exchange Act, file these reports with the trustee. |
Merger, Consolidation or Sale of Assets. Energy Transfer shall not consolidate with or merge into any Person or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person unless:
(1) the Person formed by or resulting from any such consolidation or merger or to which such assets have been transferred (the successor) is Energy Transfer or expressly assumes by supplemental indenture all of Energy Transfers obligations and liabilities under the indenture and the notes;
(2) the successor is organized under the laws of the United States, any state or the District of Columbia;
(3) immediately after giving effect to the transaction no Default or Event of Default has occurred and is continuing; and
(4) Energy Transfer has delivered to the trustee an officers certificate and an opinion of counsel, each stating that such consolidation, merger or transfer complies with the indenture.
The successor will be substituted for Energy Transfer in the indenture with the same effect as if it had been an original party to the indenture. Thereafter, the successor may exercise the rights and powers of Energy Transfer under the indenture. If Energy Transfer conveys or transfers all or substantially all of its assets, it will be released from all liabilities and obligations under the indenture and under the notes except that no such release will occur in the case of a lease of all or substantially all of its assets.
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Events of Default
Each of the following is an Event of Default under the indenture with respect to the notes of each series:
(1) a default in any payment of interest on such notes when due that continues for 30 days;
(2) a default in the payment of principal of or premium, if any, on such notes when due at their stated maturity, upon redemption, upon declaration or otherwise;
(3) a failure by Energy Transfer or any Subsidiary Guarantor to comply with its other covenants or agreements in the indenture for 60 days after written notice of default given by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes;
(4) certain events of bankruptcy, insolvency or reorganization of Energy Transfer or any Subsidiary Guarantor as more fully described in the indenture (the bankruptcy provisions);
(5) any guarantee of a Subsidiary Guarantor ceases to be in full force and effect, is declared null and void or is found to be invalid in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under the indenture or its guarantee; or
(6) any Indebtedness of Energy Transfer or any Subsidiary Guarantor is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $25,000,000.
An Event of Default for the notes will not necessarily constitute an Event of Default for any other series of debt securities issued under the indenture, and an Event of Default for any such other series of debt securities will not necessarily constitute an Event of Default for any series of the notes. Further, an event of default under other indebtedness of Energy Transfer or its Subsidiaries will not necessarily constitute a Default or an Event of Default for the notes. If an Event of Default (other than an Event of Default described in clause (4) above) with respect to the notes of any series occurs and is continuing, the trustee by notice to Energy Transfer, or the holders of at least 25% in principal amount of the outstanding notes of such series by notice to Energy Transfer and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the notes of such series to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. The indenture provides that if an Event of Default described in clause (4) above occurs, the principal of, premium, if any, and accrued and unpaid interest on the notes will become and be immediately due and payable without any declaration of acceleration, notice or other act on the part of the trustee or any holders. However, the effect of such provision may be limited by applicable law.
The holders of a majority in principal amount of the outstanding notes of the applicable series may, by written notice to the trustee, rescind any acceleration with respect to the notes of such series and annul its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction and all existing Events of Default with respect to the notes of such series, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by such acceleration, have been cured or waived.
Subject to the provisions of the indenture relating to the duties of the trustee if an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of notes, unless such holders have offered to the trustee reasonable indemnity or security against any cost, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of notes may pursue any remedy with respect to the indenture or the notes, unless:
(1) such holder has previously given the trustee notice that an Event of Default with respect to the notes is continuing;
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(2) holders of at least 25% in principal amount of the outstanding notes of the applicable series have requested in writing that the trustee pursue the remedy;
(3) such holders have offered the trustee reasonable security or indemnity against any cost, liability or expense;
(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
(5) the holders of a majority in principal amount of the outstanding notes of the applicable series have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.
Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes of the applicable series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee with respect to the notes of such series. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder of notes or that would involve the trustee in personal liability.
The indenture provides that if a Default (that is, an event that is, or after notice or the passage of time would be, an Event of Default) with respect to the notes occurs and is continuing and is known to the trustee, the trustee must mail to each holder of notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, and premium, if any, or interest on the notes, the trustee may withhold such notice, but only if and so long as the trustee in good faith determines that withholding notice is in the interests of the holders of notes. In addition, Energy Transfer is required to deliver to the trustee, within 120 days after the end of each fiscal year, an officers certificate as to compliance with all covenants under the indenture and indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year. Energy Transfer also is required to deliver to the trustee, within 30 days after the occurrence thereof, an officers certificate specifying any Default or Event of Default, its status and what action Energy Transfer is taking or proposes to take in respect thereof.
Amendments and Waivers
Amendments of the indenture may be made by Energy Transfer, the Subsidiary Guarantors, if any, and the trustee with the written consent of the holders of a majority in principal amount of the debt securities of each affected series then outstanding under the indenture (including consents obtained in connection with a tender offer or exchange offer for debt securities). However, without the consent of each holder of an affected note, no amendment may, among other things:
(1) reduce the percentage in principal amount of notes whose holders must consent to an amendment;
(2) reduce the rate of or extend the time for payment of interest on any note;
(3) reduce the principal of or extend the stated maturity of any note;
(4) reduce the premium payable upon the redemption of any note as described above under Optional Redemption;
(5) make any notes payable in money other than U.S. dollars;
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(6) impair the right of any holder to receive payment of the principal of and premium, if any, and interest on such holders note or to institute suit for the enforcement of any payment on or with respect to such holders note;
(7) waive a Continuing Default (as defined in the indenture) or Event of Default in the payment of principal and premium, if any, and interest with respect to such holders note;
(8) make any change in the amendment provisions which require each holders consent or in the waiver provisions;
(9) release any security that may have been granted in respect of the notes other than in accordance with the indenture; or
(10) release the guarantee of any Subsidiary Guarantor other than in accordance with the indenture or modify its guarantee in any manner adverse to the holders.
The holders of a majority in principal amount of the outstanding notes of any series may waive compliance by Energy Transfer with certain restrictive covenants on behalf of all holders of notes of such series, including those described under Certain CovenantsLimitations on Liens and Certain CovenantsRestriction on Sale-Leasebacks. The holders of a majority in principal amount of the outstanding notes of any series, on behalf of all such holders, may waive any past or existing default or Event of Default with respect to the notes of such series (including any such waiver obtained in connection with a tender offer or exchange offer for the notes), except a default or Event of Default in the payment of principal, premium or interest or in respect of a provision that under the indenture cannot be modified or amended without the consent of the holder of each outstanding note affected. A waiver by the holders of notes of any series of compliance with a covenant, a default or an Event of Default will not constitute a waiver of compliance with such covenant or such default or Event of Default with respect to any other series of debt securities issued under the indenture to which such covenant, default or Event of Default applies.
Without the consent of any holder, Energy Transfer, the Subsidiary Guarantors, if any, and the trustee may amend the indenture to:
(1) cure any ambiguity, omission, defect or inconsistency;
(2) provide for the assumption by a successor of the obligations of Energy Transfer under the indenture;
(3) provide for uncertificated notes in addition to or in place of certificated notes;
(4) provide for the addition of any Subsidiary as a Subsidiary Guarantor, or to reflect the release of any Subsidiary Guarantor, in either case as provided in the indenture;
(5) secure the notes or a guarantee;
(6) add to the covenants of Energy Transfer or any Subsidiary Guarantor for the benefit of the holders or surrender any right or power conferred upon Energy Transfer or any Subsidiary Guarantor;
(7) add any additional Events of Default;
(8) make any change that does not adversely affect the rights under the indenture of any holder;
(9) supplement any of the provisions of the indenture to facilitate the defeasance and discharge of notes pursuant to the terms of the indentures;
(10) comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act; and
(11) provide for a successor trustee.
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The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment with the consent of the holders under the indenture becomes effective, Energy Transfer is required to mail to all holders of notes a notice briefly describing such amendment. However, the failure to give such notice to all such holders, or any defect therein, will not impair or affect the validity of the amendment.
Defeasance and Discharge
Energy Transfer at any time may terminate all its obligations under the indenture as they relate to the notes of any series (legal defeasance), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer of or exchange the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes.
Energy Transfer at any time may terminate its obligations under the covenants described under Certain Covenants (other than Merger, Consolidation or Sale of Assets) and the bankruptcy provisions with respect to each Subsidiary Guarantor, the guarantee provision and the cross-acceleration provision described under Events of Default above with respect to the notes of any series (covenant defeasance).
Energy Transfer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If Energy Transfer exercises its legal defeasance option, payment of the notes of the applicable series may not be accelerated because of an Event of Default. If Energy Transfer exercises its covenant defeasance option for the notes, payment of the notes of the applicable series may not be accelerated because of an Event of Default specified in clause (3), (4) (with respect only to a Subsidiary Guarantor), (5) or (6) under Events of Default above. If Energy Transfer exercises either its legal defeasance option or its covenant defeasance option, each guarantee will terminate with respect to the notes of the applicable series and any security that may have been granted with respect to the notes of the applicable series will be released.
In order to exercise either defeasance option, Energy Transfer must irrevocably deposit in trust (the defeasance trust) with the trustee money, U.S. Government Obligations (as defined in the indenture) or a combination thereof for the payment of principal, premium, if any, and interest on the notes of the applicable series to redemption or stated maturity, as the case may be, and must comply with certain other conditions, including delivery to the trustee of an opinion of counsel (subject to customary exceptions and exclusions) to the effect that holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law.
In the event of any legal defeasance, holders of the notes of the applicable series would be entitled to look only to the trust fund for payment of principal of and any premium and interest on their notes until maturity.
Although the amount of money and U.S. Government Obligations on deposit with the trustee would be intended to be sufficient to pay amounts due on the notes at the time of their stated maturity, if Energy Transfer exercises its covenant defeasance option for the notes and the notes are declared due and payable because of the occurrence of an Event of Default, such amount may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. Energy Transfer would remain liable for such payments, however.
In addition, Energy Transfer may discharge all its obligations under the indenture with respect to the notes of any series, other than its obligation to register the transfer of and exchange notes, provided that either:
| it delivers all outstanding notes of such series to the trustee for cancellation; or |
| all such notes not so delivered for cancellation have either become due and payable or will become due and payable at their stated maturity within one year or are called for redemption within one year, and in the case of this bullet point, it has deposited with the trustee in trust an amount of cash sufficient to pay the entire indebtedness of such notes, including interest to the stated maturity or applicable redemption date. |
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Book-Entry System
We have obtained the information in this section concerning The Depository Trust Company (DTC) and its book-entry systems and procedures from DTC, but we take no responsibility for the accuracy of this information. In addition, the description in this section reflects our understanding of the rules and procedures of DTC as they are currently in effect. DTC could change its rules and procedures at any time.
Each series of the notes will initially be represented by one or more fully registered global notes. Each such global note will be deposited with, or on behalf of, DTC or any successor thereto and registered in the name of Cede & Co. (DTCs nominee). You may hold your interests in the global notes through DTC either as a participant in DTC or indirectly through organizations that are participants in DTC.
So long as DTC or its nominee is the registered owner of the global securities representing the notes, DTC or such nominee will be considered the sole owner and holder of the notes for all purposes of the notes and the indenture. Except as provided below, owners of beneficial interests in the notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders of the notes under the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a note must rely on the procedures of DTC or its nominee and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of notes.
The Depository Trust Company. DTC will act as securities depositary for the notes. The notes will be issued as fully registered notes registered in the name of Cede & Co. DTC has advised us as follows: DTC is
| a limited-purpose trust company organized under the New York Banking Law; |
| a banking organization within the meaning of the New York Banking Law; |
| a member of the Federal Reserve System; |
| a clearing corporation within the meaning of the New York Uniform Commercial Code; and |
| a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. |
DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants accounts, thereby eliminating the need for physical movement of securities certificates.
Direct participants of DTC include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its direct participants. Access to the DTC system is also available to securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
If you are not a direct participant or an indirect participant and you wish to purchase, sell or otherwise transfer ownership of, or other interests in, notes, you must do so through a direct participant or an indirect participant. DTC agrees with and represents to DTC participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law. The SEC has on file a set of the rules applicable to DTC and its direct participants.
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Purchases of notes under DTCs system must be made by or through direct participants, who will receive a credit for the notes on DTCs records. The ownership interest of each beneficial owner is in turn to be recorded on the records of direct participants and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such beneficial owners entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by direct participants with DTC are registered in the name of DTCs nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co. do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes. DTCs records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Book-Entry Format. Under the book-entry format, the trustee will pay interest or principal payments to Cede & Co., as nominee of DTC. DTC will forward the payment to the direct participants, who will then forward the payment to the indirect participants or to you as the beneficial owner. You may experience some delay in receiving your payments under this system. Neither we, the trustee under the indenture nor any paying agent has any direct responsibility or liability for the payment of principal or interest on the notes to owners of beneficial interests in the notes.
DTC is required to make book-entry transfers on behalf of its direct participants and is required to receive and transmit payments of principal, premium, if any, and interest on the notes. Any direct participant or indirect participant with which you have an account is similarly required to make book-entry transfers and to receive and transmit payments with respect to the notes on your behalf. We, the underwriters and the trustee under the indenture have no responsibility for any aspect of the actions of DTC or any of its direct or indirect participants. We, the underwriters and the trustee under the indenture have no responsibility or liability for any aspect of the records kept by DTC or any of its direct or indirect participants relating to, or payments made on account of, beneficial ownership interests in the notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We also do not supervise these systems in any way.
The trustee will not recognize you as a holder under the indenture, and you can only exercise the rights of a holder indirectly through DTC and its direct participants. DTC has advised us that it will only take action regarding a note if one or more of the direct participants to whom the note is credited directs DTC to take such action and only in respect of the portion of the aggregate principal amount of the notes as to which that participant or participants has or have given that direction. DTC can only act on behalf of its direct participants. Your ability to pledge notes to non-direct participants, and to take other actions, may be limited because you will not possess a physical certificate that represents your notes.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the notes unless authorized by a direct participant in accordance with DTCs procedures. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the omnibus proxy).
DTC has agreed to the foregoing procedures in order to facilitate transfers of the notes among its participants. However, DTC is under no obligation to perform or continue to perform those procedures, and may discontinue those procedures at any time.
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Concerning the Trustee
The indenture contains certain limitations on the right of the trustee, should it become our creditor, to obtain payment of claims in certain cases, or to realize for its own account on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in certain other transactions. However, if it acquires any conflicting interest within the meaning of the Trust Indenture Act after a default has occurred and is continuing, it must eliminate the conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.
If an Event of Default occurs and is not cured or waived, the trustee is required to exercise such of the rights and powers vested in it by the indenture and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Subject to such provisions, the trustee will not be under any obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of notes unless they have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities it may incur.
U.S. Bank National Association is the trustee under the indenture and has been appointed by Energy Transfer as registrar and paying agent with regard to the notes. The trustees address is 5555 San Felipe, Suite 1150, Houston, Texas 77056. The trustee and its affiliates maintain commercial banking and other relationships with Energy Transfer.
No Personal Liability of Directors, Officers, Employees, Limited Partners and Shareholders
The directors, officers, employees and limited partners of Energy Transfer and the General Partner will not have any personal liability for our obligations under the indenture or the notes. Each holder of notes, by accepting a note, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.
Governing Law
The indenture and the notes are governed by, and will be construed in accordance with, the laws of the State of New York.
Certain Definitions
Attributable Indebtedness, when used with respect to any Sale-Leaseback Transaction, means, as at the time of determination, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale-Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such amount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the amount determined assuming no such termination.
Consolidated Net Tangible Assets means, at any date of determination, the total amount of assets of Energy Transfer and its consolidated Subsidiaries after deducting therefrom:
(1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than twelve months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt); and
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(2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of Energy Transfer and its consolidated Subsidiaries for Energy Transfers most recently completed fiscal quarter for which financial statements have been filed with the SEC, prepared in accordance with generally accepted accounting principles.
Credit Agreement means the Second Amended and Restated Credit Agreement, dated as of October 27, 2011, among Energy Transfer, Wells Fargo Bank, National Association, as Administrative Agent, and the other agents and lenders party thereto, and as further amended, restated, refinanced, replaced or refunded from time to time.
Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute.
General Partner means Energy Transfer Partners GP, L.P., a Delaware limited partnership, and its successors as general partner of Energy Transfer.
Indebtedness of any Person at any date means any obligation created or assumed by such Person for the repayment of borrowed money or any guaranty thereof.
Permitted Liens means:
(1) liens upon rights-of-way for pipeline purposes;
(2) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto and which do not in the aggregate materially adversely affect the value of the properties encumbered thereby or materially impair their use in the operation of the business of Energy Transfer and its Subsidiaries;
(3) rights reserved to or vested by any provision of law in any municipality or public authority to control or regulate any of the properties of Energy Transfer or any Subsidiary or the use thereof or the rights and interests of Energy Transfer or any Subsidiary therein, in any manner under any and all laws;
(4) rights reserved to the grantors of any properties of Energy Transfer or any Subsidiary, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith;
(5) any statutory or governmental lien or lien arising by operation of law, or any mechanics, repairmens, materialmens, suppliers, carriers, landlords, warehousemens or similar lien incurred in the ordinary course of business which is not more than sixty (60) days past due or which is being contested in good faith by appropriate proceedings and any undetermined lien which is incidental to construction, development, improvement or repair;
(6) any right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to purchase or recapture or to designate a purchaser of, any property;
(7) liens for taxes and assessments which are (a) for the then current year, (b) not at the time delinquent, or (c) delinquent but the validity or amount of which is being contested at the time by Energy Transfer or any of its Subsidiaries in good faith by appropriate proceedings;
(8) liens of, or to secure performance of, leases, other than capital leases;
(9) any lien in favor of Energy Transfer or any Subsidiary;
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(10) any lien upon any property or assets of Energy Transfer or any Subsidiary in existence on the date of the initial issuance of the notes;
(11) any lien incurred in the ordinary course of business in connection with workmens compensation, unemployment insurance, temporary disability, social security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations;
(12) liens in favor of any person to secure obligations under provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by any governmental authority in connection with any contract or statute, provided that such obligations do not constitute Indebtedness; or any lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations, and other obligations of a like nature incurred in the ordinary course of business;
(13) any lien upon any property or assets created at the time of acquisition of such property or assets by Energy Transfer or any of its Subsidiaries or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition;
(14) any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure Indebtedness incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose;
(15) any lien upon any property or assets existing thereon at the time of the acquisition thereof by Energy Transfer or any of its Subsidiaries and any lien upon any property or assets of a Person existing thereon at the time such Person becomes a Subsidiary of Energy Transfer by acquisition, merger or otherwise; provided that, in each case, such lien only encumbers the property or assets so acquired or owned by such Person at the time such Person becomes a Subsidiary;
(16) liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other court-ordered award or settlement as to which Energy Transfer or the applicable Subsidiary has not exhausted its appellate rights;
(17) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refunding or replacements) of liens, in whole or in part, referred to in clauses (1) through (16) above; provided, however, that any such extension, renewal, refinancing, refunding or replacement lien shall be limited to the property or assets covered by the lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater than the amount of the obligations secured by the lien extended, renewed, refinanced, refunded or replaced and any expenses of Energy Transfer or its Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or
(18) any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Indebtedness of Energy Transfer or any of its Subsidiaries.
Person means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
Principal Property means, whether owned or leased on the date of the initial issuance of the notes or thereafter acquired:
(1) any pipeline assets of Energy Transfer or any of its Subsidiaries, including any related facilities employed in the gathering, transportation, distribution, storage or marketing of natural gas, refined petroleum products, natural gas liquids and petrochemicals, that are located in the United States of America or any territory or political subdivision thereof; and
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(2) any processing, compression, treating, blending or manufacturing plant or terminal owned or leased by Energy Transfer or any of its Subsidiaries that is located in the United States or any territory or political subdivision thereof, except in the case of either of the preceding clause (1) or this clause (2):
(a) any such assets consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles; and
(b) any such assets which, in the opinion of the board of directors of the General Partner are not material in relation to the activities of Energy Transfer and its Subsidiaries taken as a whole.
Restricted Subsidiary means any Subsidiary owning or leasing, directly or indirectly through ownership in another Subsidiary, any Principal Property.
Subsidiary means, with respect to any Person, any corporation, association or business entity of which more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or any partnership of which more than 50% of the partners equity interests (considering all partners equity interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof.
Subsidiary Guarantor means each Subsidiary of Energy Transfer that guarantees the notes pursuant to the terms of the indenture but only so long as such Subsidiary is a guarantor with respect to the notes on the terms provided for in the indenture.
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DESCRIPTION OF THE DEBT SECURITIES
Energy Transfer Partners, L.P. may issue senior debt securities on a senior unsecured basis under an indenture among Energy Transfer Partners, L.P., as issuer, and a trustee that we will name in the related prospectus supplement. We refer to this senior indenture as the indenture. The debt securities will be governed by the provisions of the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.
We have summarized material provisions of the indenture and the debt securities below. This summary is not complete. We have filed the indenture with the SEC as an exhibit to the registration statement, and you should read the indenture for provisions that may be important to you.
References in this Description of the Debt Securities to we, us and our mean Energy Transfer Partners, L.P.
Provisions Applicable to the Indenture
General. Any series of debt securities will be our general obligation.
The indenture does not limit the amount of debt securities that may be issued under the indenture, and does not limit the amount of other unsecured debt or securities that we may issue. We may issue debt securities under the indenture from time to time in one or more series, each in an amount authorized prior to issuance.
The indenture does not contain any covenants or other provisions designed to protect holders of the debt securities in the event we participate in a highly leveraged transaction or upon a change of control. The indenture also does not contain provisions that give holders the right to require us to repurchase their securities in the event of a decline in our credit ratings for any reason, including as a result of a takeover, recapitalization or similar restructuring or otherwise.
Terms. We will prepare a prospectus supplement and either a supplemental indenture, or authorizing resolutions of the board of directors of our general partners general partner, accompanied by an officers certificate, relating to any series of debt securities that we offer, which will include specific terms relating to some or all of the following:
| the form and title of the debt securities of that series; |
| the total principal amount of the debt securities of that series; |
| whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders; |
| the date or dates on which the principal of and any premium on the debt securities of that series will be payable; |
| any interest rate which the debt securities of that series will bear, the date from which interest will accrue, interest payment dates and record dates for interest payments; |
| any right to extend or defer the interest payment periods and the duration of the extension; |
| whether and under what circumstances any additional amounts with respect to the debt securities will be payable; |
| the place or places where payments on the debt securities of that series will be payable; |
| any provisions for optional redemption or early repayment; |
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| any provisions that would require the redemption, purchase or repayment of debt securities; |
| the denominations in which the debt securities will be issued; |
| whether payments on the debt securities will be payable in foreign currency or currency units or another form and whether payments will be payable by reference to any index or formula; |
| the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount; |
| any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations; |
| any changes or additions to the events of default or covenants described in this prospectus; |
| any restrictions or other provisions relating to the transfer or exchange of debt securities; |
| any terms for the conversion or exchange of the debt securities for our other securities or securities of any other entity; and |
| any other terms of the debt securities of that series. |
This description of debt securities will be deemed modified, amended or supplemented by any description of any series of debt securities set forth in a prospectus supplement related to that series.
We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt securities, we will describe in the prospectus supplement any material United States federal income tax consequences and other special considerations.
If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.
Events of Default. Unless we inform you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:
| failure to pay interest on that series of debt securities for 30 days when due; |
| default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon redemption, upon required repurchase or otherwise; |
| default in the payment of any sinking fund payment on any debt securities of that series when due; |
| failure by us to comply with the other agreements contained in the indenture, any supplement to the indenture or any board resolution authorizing the issuance of that series for 60 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under the indenture that are affected by that failure; |
| certain events of bankruptcy, insolvency or reorganization of us; and |
| any other event of default provided for with respect to that series of debt securities. |
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A default under one series of debt securities will not necessarily be a default under another series. The trustee may withhold notice to the holders of the debt securities of any default or event of default (except in any payment on the debt securities) if the trustee considers it in the interest of the holders of the debt securities to do so.
If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default (or, in the case of the fourth bullet point appearing above under the heading Events of Default, at least 25% in principal amount of all debt securities issued under the indenture that are affected, voting as one class) may declare the principal of and all accrued and unpaid interest on those debt securities to be due and payable. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on all the debt securities issued under the indenture will become immediately due and payable without any action on the part of the trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of the series affected by the default may in some cases rescind this accelerated payment requirement (other than acceleration for nonpayment of principal of or premium or interest on or any additional amounts with respect to the debt securities).
A holder of a debt security of any series issued under the indenture may pursue any remedy under the indenture only if:
| the holder gives the trustee written notice of a continuing event of default for that series; |
| the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy; |
| the holders offer to the trustee security or indemnity satisfactory to the trustee; |
| the trustee fails to act for a period of 60 days after receipt of the request and offer of security or indemnity; and |
| during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request. |
This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.
In most cases, holders of a majority in principal amount of the outstanding debt securities of a series (or of all debt securities issued under the indenture that are affected, voting as one class) may direct the time, method and place of:
| conducting any proceeding for any remedy available to the trustee; and |
| exercising any trust or power conferred upon the trustee relating to or arising as a result of an event of default. |
Under the indenture we are required to file each year with the trustee a written statement as to our compliance with the covenants contained in the indenture.
Modification and Waiver. The indenture may be amended or supplemented if the holders of a majority in principal amount of the outstanding debt securities of all series issued under the indenture that are affected by the amendment or supplement (acting as one class) consent to it. Without the consent of the holder of each debt security affected, however, no modification may:
| reduce the percentage in principal amount of debt securities whose holders must consent to an amendment, a supplement or a waiver; |
| reduce the rate of or extend the time for payment of interest on the debt security; |
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| reduce the principal of, or any premium on, the debt security or change its stated maturity; |
| reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed; |
| change any obligation to pay additional amounts on the debt security; |
| make payments on the debt security payable in currency other than as originally stated in the debt security; |
| impair the holders right to receive payment of principal of and premium, if any, and interest on or any additional amounts with respect to such holders debt securities or to institute suit for the enforcement of any payment on or with respect to the debt security; |
| make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification; |
| waive a continuing default or event of default regarding any payment on the debt securities; or |
| except as provided in the indenture, release any security that may have been granted in respect of any debt securities. |
The indenture may be amended or supplemented or any provision of the indenture may be waived without the consent of any holders of debt securities issued under the indenture:
| to cure any ambiguity, omission, defect or inconsistency; |
| to provide for the assumption of our obligations under the indenture by a successor upon any merger, consolidation or asset transfer permitted under the indenture; |
| to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities; |
| to provide any security for or any additional obligors on any series of debt securities; |
| to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act; |
| to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture; |
| to add events of default with respect to any debt securities; and |
| to make any change that does not adversely affect any outstanding debt securities of any series issued under the indenture. |
The holders of a majority in principal amount of the outstanding debt securities of any series (or, in some cases, of all debt securities issued under the indenture that are affected, voting as one class) may waive any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any default or event of default in any payment on any debt security or compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.
Defeasance. When we use the term defeasance, we mean discharge from some or all of our obligations under the indenture. If any combination of funds or government securities are deposited with the trustee under the
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indenture sufficient to make payments on the debt securities of a series issued under the indenture on the dates those payments are due and payable, then, at our option, either of the following will occur:
| we will be discharged from our or their obligations with respect to the debt securities of that series, also known as legal defeasance; or |
| we will no longer have any obligation to comply with the restrictive covenants, the merger covenant and other specified covenants under the indenture, and the related events of default will no longer apply, also known as covenant defeasance. |
If a series of debt securities is defeased, the holders of the debt securities of the series affected will not be entitled to the benefits of the indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium and interest on the debt securities will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the Internal Revenue Service, or IRS, or a change in law to that effect.
No Personal Liability of General Partner. Our general partner, and its directors, officers, employees, incorporators and partners, in such capacity, will not be liable for the obligations of Energy Transfer Partners, L.P. under the debt securities or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a debt security, each holder of that debt security will have agreed to this provision and waived and released any such liability on the part of our general partner and its directors, officers, employees, incorporators and partners. This waiver and release are part of the consideration for our issuance of the debt securities. It is the view of the SEC that a waiver of liabilities under the federal securities laws is against public policy and unenforceable.
Governing Law. New York law will govern the indenture and the debt securities.
Trustee. We may appoint a separate trustee for any series of debt securities. We use the term trustee to refer to the trustee appointed with respect to any such series of debt securities. We may maintain banking and other commercial relationships with the trustee and its affiliates in the ordinary course of business, and the trustee may own debt securities.
Form, Exchange, Registration and Transfer. The debt securities will be issued in registered form, without interest coupons. There will be no service charge for any registration of transfer or exchange of the debt securities. However, payment of any transfer tax or similar governmental charge payable for that registration may be required.
Debt securities of any series will be exchangeable for other debt securities of the same series, the same total principal amount and the same terms but in different authorized denominations in accordance with the indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will effect the transfer or exchange if its requirements and the requirements of the indenture are met.
The trustee will be appointed as security registrar for the debt securities. If a prospectus supplement refers to any transfer agents we initially designate, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities.
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In the case of any redemption, we will not be required to register the transfer or exchange of:
| any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption and ending on the close of business on the day of mailing of such notice; or |
| any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. |
Payment and Paying Agents. Unless we inform you otherwise in a prospectus supplement, payments on the debt securities will be made in U.S. dollars at the office of the trustee and any paying agent. At our option, however, payments may be made by wire transfer for global debt securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in a prospectus supplement, interest payments may be made to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, the trustee under the indenture will be designated as the paying agent for payments on debt securities issued under the indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.
If the principal of or any premium or interest on debt securities of a series is payable on a day that is not a business day, the payment will be made on the following business day. For these purposes, unless we inform you otherwise in a prospectus supplement, a business day is any day that is not a Saturday, a Sunday or a day on which banking institutions in New York, New York or a place of payment on the debt securities of that series is authorized or obligated by law, regulation or executive order to remain closed.
Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to us upon written request any money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.
Book-Entry Debt Securities. The debt securities of a series may be issued in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. Global debt securities may be issued in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.
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