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
April 2, 2009
Date of Report (Date of earliest event reported)
Energy Transfer Partners, L.P.
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-11727
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73-1493906 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
3738 Oak Lawn Avenue,
Dallas, TX 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 April 2, 2009, Energy Transfer Partners, L.P. (the “Partnership”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Greenwich Capital Markets, Inc., as
joint book-running managers and representatives of the several underwriters named therein (the
“Underwriters”), relating to the public offering by the Partnership of $350 million aggregate
principal amount of 8.50% Senior Notes due 2014 and $650 million aggregate principal amount of
9.00% Senior Notes due 2019 (collectively, the “Notes”). The Notes have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on
Form S-3ASR (Registration No. 333-147990) of the Partnership, as supplemented by the Prospectus
Supplement dated April 2, 2009 relating to the Notes (the “Prospectus Supplement”), filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on April 3, 2009.
Closing of the issuance and sale of the Notes is scheduled for April 7, 2009. A legal opinion
related to the Notes is filed herewith as Exhibit 5.1.
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the
Notes are subject to approval of legal matters by counsel and other customary conditions. The
Underwriters are obligated to purchase all the Notes if they purchase any of the Notes. The
Underwriting Agreement contains customary representations, warranties and agreements by the
Partnership and customary conditions to closing. Additionally, the Partnership has agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be required to make because of any of those
liabilities. The summary of the Underwriting Agreement in this report does not purport to be
complete and is qualified by reference to such agreement, which is filed herewith as Exhibit 1.1
and is incorporated herein by reference.
The Prospectus Supplement provides that the Partnership will use net proceeds from the
offering to repay all amounts outstanding under its revolving credit facility and for general
partnership purposes. Affiliates of each of the Underwriters are agents and lenders under our
revolving credit facility. Accordingly, each of the Underwriters will receive proceeds from the
offering of the Notes. In addition, from time to time the Underwriters and their affiliates have
engaged, and may in the future engage, in commercial banking and/or investment banking transactions
with us and our affiliates for which they received or will receive customary fees and expenses.
The Notes are being issued under the Indenture dated as of January 18, 2005 (the “Indenture”),
between the Partnership, as issuer, the subsidiary guarantors named therein, and Wachovia Bank,
National Association, as trustee, as amended and supplemented by the Eighth Supplemental Indenture
thereto (the “Supplemental Indenture”), between the Partnership and U.S. Bank National Association,
as successor trustee, with respect to the Notes. 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 and the Supplemental Indenture, which are filed as
exhibits hereto and incorporated herein by reference.
On April 2, 2009, 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.
(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in
the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act.
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1.1*
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Underwriting Agreement dated April 2, 2009, by and among Energy
Transfer Partners, L.P. and Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Greenwich Capital Markets, Inc., as representatives of the several
underwriters named therein. |
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