DESCRIPTION OF OUR COMMON UNITS
The following description of our common units is not complete and may not contain all the information you should consider before investing in
our common units. This description is summarized from, and qualified in its entirety by reference to, our partnership agreement, which has been publicly filed with the SEC. See Where You Can Find More Information.
Our common units represent limited partner interests that entitle the holders to participate in our cash distributions and to exercise the
rights and privileges available to limited partners under our partnership agreement. For a description of the rights of holders of our common units to cash distributions, please read Cash Distributions in this prospectus. We urge you to
read our partnership agreement, as our partnership agreement, and not this description, governs our common units.
Number of Common Units
As of November 1, 2017, we had 1,155,493,524 common units outstanding, 1,127,958,397 of which are held by the public and 27,535,127 of
which are held by ETE, which is the controlling owner of our general partner.
Timing of Distributions
We pay distributions no later than 45 days after March 31, June 30, September 30 and December 31 to holders of record on
the applicable record date. For additional information, please read Cash Distributions.
Issuance of Additional Partnership Securities;
In general, we may issue additional partnership securities for any partnership purpose at any time and from time to
time to such persons for such consideration and on such terms and conditions as shall be established by our general partner in its sole discretion, all without the approval of any limited partners. The holders of our common units do not have
preemptive rights to acquire additional common units or other partnership securities. For additional information, please read Description of Our Partnership AgreementIssuance of Additional Partnership Securities; Preemptive Rights.
Unlike the holders of
common stock in a corporation, our limited partners have only limited voting rights on matters affecting our business. Our limited partners have no right to elect our general partner or the directors of our general partner on an annual or other
continuing basis. Our general partner may not be removed except by the vote of the holders of at least 66 2/3% of the outstanding common units, including common units owned by our general partner and its affiliates. Each holder of common units is
entitled to one vote for each common unit on all matters submitted to a vote of the unitholders. For additional information, please read Description of Our Partnership AgreementMeetings; Voting.
Limited Call Right
If at any time our
general partner and its affiliates hold more than 80% of the total limited partner interests of any class then outstanding, our general partner will then have the right, which right it may assign and transfer in whole or in part to us or any
affiliate of our general partner, exercisable at its option, to purchase all, but not less than all, of such limited partner interests of such class then outstanding held by persons other than our general partner and its affiliates, at the greater
(1) the current market price as of the date three days prior to the date that notice of the election to purchase is mailed; and