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

Energy Transfer Partners, L.P.

(Exact name of Registrant as specified in its charter)

Delaware		1-11727		73-1493906
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				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 15, 2009, Energy Transfer Partners, L.P. (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC and Wachovia Capital Markets, LLC, as joint book-running managers and representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Partnership sold 8,500,000 units representing limited partner interests in the Partnership (the “Units”) at a price of $37.55 per Unit ($36.048 per Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters a 30-day option to purchase up to an additional 1,275,000 Units on the same terms as those Units sold by the Partnership. The Units 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 15, 2009 relating to the Units, filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on April 16, 2009. Closing of the sale of the Units is scheduled for April 21, 2009.

     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 as Exhibit 1.1 hereto.

Item 7.01. Regulation FD Disclosure.

     On April 15, 2009, the Partnership issued a press release announcing that it had priced the offering of 8,500,000 Units. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

1.1		Underwriting Agreement dated April 15, 2009, by and among Energy Transfer Partners, L.P. and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein.
5.1		Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.
8.1		Opinion of Vinson & Elkins L.L.P. regarding tax matters.
23.1		Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibits 5.1 and 8.1).
99.1		Energy Transfer Partners, L.P. press release announcing pricing of the Units, dated April 15, 2009.

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: April 17, 2009				/s/ Martin Salinas   Martin Salinas
				Chief Financial Officer

Exhibit Index

Exhibits

1.1		Underwriting Agreement dated April 15, 2009, by and among Energy Transfer Partners, L.P. and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein.
5.1		Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.
8.1		Opinion of Vinson & Elkins L.L.P. regarding tax matters.
23.1		Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibits 5.1 and 8.1).
99.1		Energy Transfer Partners, L.P. press release announcing pricing of the Units, dated April 15, 2009.