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SEC Filings
ENERGY TRANSFER OPERATING, L.P. filed this Form 424B5 on 01/10/2019
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Table of Contents

Prospectus Supplement

(To prospectus dated November 8, 2017)




Energy Transfer Operating, L.P.

$750,000,000 4.500% Senior Notes due 2024

$1,500,000,000 5.250% Senior Notes due 2029

$1,750,000,000 6.250% Senior Notes due 2049



We are offering $4,000,000,000 aggregate principal amount of notes of the following series: $750,000,000 aggregate principal amount of our 4.500% Senior Notes due 2024 (the “2024 notes”), $1,500,000,000 aggregate principal amount of our 5.250% Senior Notes due 2029 (the “2029 notes”), and $1,750,000,000 aggregate principal amount of our 6.250% Senior Notes due 2049 (the “2049 notes”). We refer to the 2024 notes, the 2029 notes and the 2049 notes, collectively, as the “notes.”

Interest on each series of notes will accrue from January 15, 2019. Interest on each series of notes will be payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2019. The 2024 notes will mature on April 15, 2024, the 2029 notes will mature on April 15, 2029, and the 2049 notes will mature on April 15, 2049.

We may redeem some or all of the notes of each series at our option at any time and from time to time prior to their maturity at the applicable redemption prices set forth in this prospectus supplement, plus accrued and unpaid interest. Please read the section entitled “Description of the Notes—Optional Redemption.” The notes will not be entitled to the benefit of any sinking fund payment.

The notes will be our senior unsecured obligations. If we default, your right to payment under the notes will rank equally with the right to payment of the holders of our other current and future unsecured senior debt, including debt under our revolving credit facility and our existing senior notes, and senior in right of payment to any future subordinated debt that we may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P. (“Sunoco Logistics”), on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes will rank equally in right of payment with all of the existing and future senior debt of Sunoco Logistics, including its senior notes and its guarantees of debt under our revolving credit facility and our existing senior notes.

Each series of notes is a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on any securities exchange or for the quotation of the notes on any automated dealer quotation system.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the notes involves risks. Please read “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 7 of the accompanying prospectus.




    Per 2024
    Total 2024
    Per 2029
    Total 2029
    Per 2049
    Total 2049

Public offering price(1)

    99.646   $ 747,345,000       99.789   $ 1,496,835,000       99.850   $ 1,747,375,000  

Underwriting discount

    0.600   $ 4,500,000       0.650   $ 9,750,000       0.875   $ 15,312,500  

Proceeds to Energy Transfer Operating, L.P. (before expenses)

    99.046   $ 742,845,000       99.139   $ 1,487,085,000       98.975   $ 1,732,062,500  



Plus accrued interest from January 15, 2019, if any.



The underwriters expect to deliver the notes in registered book-entry form only through the facilities of The Depository Trust Company, including Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank N.V./S.A., on or about January 15, 2019.

Joint Book-Running Managers

BofA Merrill Lynch   Deutsche Bank Securities   Goldman Sachs & Co. LLC
RBC Capital Markets   SunTrust Robinson Humphrey   Barclays

CIBC Capital Markets




Credit Agricole CIB

J.P. Morgan  

Mizuho Securities



Natixis   PNC Capital Markets LLC   Scotiabank
SMBC Nikko   TD Securities   US Bancorp   Wells Fargo Securities



BBVA   BMO Capital Markets   Credit Suisse
Fifth Third Securities   HSBC   Morgan Stanley

The date of this prospectus supplement is January 8, 2019.

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