December 15, 2017 (December 12, 2017) | ||
Date of Report (Date of earliest event reported) | ||
ENERGY TRANSFER PARTNERS, L.P. | ||
(Exact name of Registrant as specified in its charter) | ||
Delaware | 1-31219 | 73-1493906 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8111 Westchester Drive, Suite 600, Dallas, Texas 75225 |
(Address of principal executive offices) (Zip Code) |
(214) 981-0700 |
(Registrant’s telephone number, including area code) |
¨ | 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)) |
Exhibit Number | Description of the Exhibit | |
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: | December 15, 2017 | By: | /s/ Thomas E. Long | |
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
a) | any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Partnership under the Indenture or the Outstanding Notes, by operation of law or otherwise; |
b) | any modification or amendment of, or supplement to, the Indenture or the Outstanding Notes (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture that expressly releases, discharges or otherwise affects the SXL Guarantee); |
c) | any change in the corporate existence, structure or ownership of the Partnership, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Partnership or its assets or any resulting release or discharge of any obligation of the Partnership contained in the Indenture or the Outstanding Notes; |
d) | the existence of any claim, set-off or other right that the SXL Guarantor may have at any time against the Partnership, the Trustee or any other Person, whether in connection with the Indenture or an unrelated transaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; |
e) | any invalidity, irregularity or unenforceability relating to, or against the Partnership for any reason of, the Indenture or the Outstanding Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Partnership of the principal of or interest on the Outstanding Notes or any other amount payable by the Partnership under the Indenture; or |
f) | any other act or omission to act or delay of any kind by the Partnership, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of or defense to the SXL Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical in Section 2.02(b) above). |
PARTNERSHIP: | ||||
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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
SXL GUARANTOR: | ||||
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. | ||||
By: | Sunoco Logistics Partners GP LLC | |||
its general partner | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
TRUSTEE: | ||||
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ Alejandro Hoyos | |||
Name: | Alejandro Hoyos | |||
Title: | Authorized Signer |
PARTNERSHIP: | ||||
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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
SUBSIDIARY GUARANTOR: | ||||
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. | ||||
By: | Sunoco Logistics Partners GP LLC | |||
its general partner | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
TRUSTEE: | ||||
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ Alejandro Hoyos | |||
Name: | Alejandro Hoyos | |||
Title: | Authorized Signer |
• | 6.625% Senior Notes due 2036 (issued pursuant to the Fifth Supplemental Indenture, dated as of October 23, 2006) |
• | 6.70% Senior Notes due 2018 (issued pursuant to the Sixth Supplemental Indenture, dated as of March 28, 2008 (the “Sixth Supplemental Indenture”)) |
• | 7.50% Senior Notes due 2038 (issued pursuant to the Sixth Supplemental Indenture) |
• | 9.70% Senior Notes due 2019 (issued pursuant to the Seventh Supplemental Indenture, dated as of December 23, 2008) |
• | 9.00% Senior Notes due 2019 (issued pursuant to the Eighth Supplemental Indenture, dated as of April 7, 2009) |
• | 4.65% Senior Notes due 2021 (issued pursuant to the Ninth Supplemental Indenture, dated as of May 12, 2011 (the “Ninth Supplemental Indenture”)) |
• | 6.05% Senior Notes due 2041 (issued pursuant to the Ninth Supplemental Indenture) |
• | 5.20% Senior Notes due 2022 (issued pursuant to the Tenth Supplemental Indenture, dated as of January 17, 2012 (the “Tenth Supplemental Indenture”)) |
• | 6.50% Senior Notes due 2042 (issued pursuant to the Tenth Supplemental Indenture) |
• | 3.60% Senior Notes due 2023 (issued pursuant to the Eleventh Supplemental Indenture, dated as of January 22, 2013 (the “Eleventh Supplemental Indenture”)) |
• | 5.15% Senior Notes due 2043 (issued pursuant to the Eleventh Supplemental Indenture) |
• | 7.60% Senior Notes due 2024 (issued pursuant to the Twelfth Supplemental Indenture, dated as of June 24, 2013 (the “Twelfth Supplemental Indenture”)) |
• | 8.25% Senior Notes due 2029 (issued pursuant to the Twelfth Supplemental Indenture) |
• | 4.15% Senior Notes due 2020 (issued pursuant to the Thirteenth Supplemental Indenture, dated as of September 19, 2013 (the “Thirteenth Supplemental Indenture”)) |
• | 4.90% Senior Notes due 2024 (issued pursuant to the Thirteenth Supplemental Indenture) |
• | 5.95% Senior Notes due 2043 (issued pursuant to the Thirteenth Supplemental Indenture) |
• | 4.05% Senior Notes due 2025 (issued pursuant to the Fourteenth Supplemental Indenture, dated as of March 12, 2015 (the “Fourteenth Supplemental Indenture”)) |
• | 4.90% Senior Notes due 2035 (issued pursuant to the Fourteenth Supplemental Indenture) |
• | 5.15% Senior Notes due 2045 (issued pursuant to the Fourteenth Supplemental Indenture) |
• | 2.50% Senior Notes due 2018 (issued pursuant to the Fifteenth Supplemental Indenture, dated as of June 23, 2015 (the “Fifteenth Supplemental Indenture”)) |
• | 4.75% Senior Notes due 2026 (issued pursuant to the Fifteenth Supplemental Indenture) |
• | 6.125% Senior Notes due 2045 (issued pursuant to the Fifteenth Supplemental Indenture) |
• | 4.20% Senior Notes due 2027 (issued pursuant to the Sixteenth Supplemental Indenture, dated as of January 17, 2017 (the “Sixteenth Supplemental Indenture”)) |
• | 5.30% Senior Notes due 2047 (issued pursuant to the Sixteenth Supplemental Indenture) |
a) | any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Partnership and Regency Finance under the Indenture or the Outstanding Notes, by operation of law or otherwise; |
b) | any modification or amendment of, or supplement to, the Indenture or the Outstanding Notes (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture that expressly releases, discharges or otherwise affects the SXL Guarantee); |
c) | any change in the corporate existence, structure or ownership of the Partnership and Regency Finance, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Partnership and Regency Finance or their respective assets or any resulting release or discharge of any obligation of the Partnership and Regency Finance contained in the Indenture or the Outstanding Notes; |
d) | the existence of any claim, set-off or other right that the SXL Guarantor may have at any time against the Partnership and Regency Finance, the Trustee or any other Person, whether in connection with the Indenture or an unrelated transaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; |
e) | any invalidity, irregularity or unenforceability relating to, or against the Partnership and Regency Finance for any reason of, the Indenture or the Outstanding Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Partnership and Regency Finance of the principal of or interest on the Outstanding Notes or any other amount payable by the Partnership and Regency Finance under the Indenture; or |
f) | any other act or omission to act or delay of any kind by the Partnership and Regency Finance, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of or defense to the SXL Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical in Section 2.02(b) above). |
PARTNERSHIP: | ||||
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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
REGENCY FINANCE: | ||||
REGENCY ENERGY FINANCE CORP. | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
SXL GUARANTOR: | ||||
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. | ||||
By: | Sunoco Logistics Partners GP LLC | |||
its general partner | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
TRUSTEE: | ||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ John C. Stohlman | |||
Name: | John C. Stohlman | |||
Title: | Vice President |
a) | any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Partnership and Regency Finance under the Indentures or the Outstanding Notes, by operation of law or otherwise; |
b) | any modification or amendment of, or supplement to, the Indentures or the Outstanding Notes (other than a modification, amendment or supplement effected in accordance with the terms of the Indentures that expressly releases, discharges or otherwise affects the SXL Guarantee); |
c) | any change in the corporate existence, structure or ownership of the Partnership and Regency Finance, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Partnership and Regency Finance or their respective assets or any resulting release or discharge of any obligation of the Partnership and Regency Finance contained in the Indentures or the Outstanding Notes; |
d) | the existence of any claim, set-off or other right that the SXL Guarantor may have at any time against the Partnership and Regency Finance, the Trustee or any other Person, whether in connection with the Indentures or an unrelated transaction, |
e) | any invalidity, irregularity or unenforceability relating to, or against the Partnership and Regency Finance for any reason of, the Indentures or any series of Outstanding Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Partnership and Regency Finance of the principal of or interest on such series of Outstanding Notes or any other amount payable by the Partnership and Regency Finance under the Indentures; or |
f) | any other act or omission to act or delay of any kind by the Partnership and Regency Finance, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of or defense to the SXL Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical in Section 2.02(b) above). |
PARTNERSHIP: | ||||
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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
REGENCY FINANCE: | ||||
REGENCY ENERGY FINANCE CORP. | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
GUARANTOR: | ||||
SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. | ||||
By: | Sunoco Logistics Partners GP LLC | |||
its general partner | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Chief Financial Officer |
TRUSTEE: | ||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ John C. Stohlman | |||
Name: | John C. Stohlman | |||
Title: | Vice President |