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SEC Filings
8-K
ENERGY TRANSFER OPERATING, L.P. filed this Form 8-K on 01/10/2019
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9. The Notes have been duly authorized by all necessary limited partnership action of the Partnership and the General Partner and by all necessary limited liability company action of ETP LLC and, when duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered and paid for in accordance with the terms of the Underwriting Agreement, will be legally valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms.

10. The execution and delivery of the Underwriting Agreement and the Indenture by the Partnership and the Operating Partnership, the issuance and sale of the Notes by the Partnership and the issuance of the Guarantee by the Operating Partnership to you and the other Underwriters pursuant to the Underwriting Agreement and the Indenture do not on the date hereof:

 

  (i)

violate the provisions of the Governing Documents2; or

 

  (ii)

result in the breach of or a default under any of the Specified Agreements3; or

 

  (iii)

violate any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the Operating Partnership or the DRULPA or the DLLCA; or

 

  (iv)

require any consents, approvals, or authorizations to be obtained by the Partnership or the Operating Partnership from, or any registrations, declarations or filings to be made by the Partnership or the Operating Partnership with, any governmental authority under any federal, New York or Texas statute, rule or regulation applicable to the Partnership or the Operating Partnership or the DRULPA or the DLLCA on or prior to the date hereof that have not been obtained or made.

11. The Registration Statement4 has become effective under the Securities Act. With your consent, based solely on a review of a list of stop orders on the Commission’s website at https://www.sec.gov/litigation/stoporders.shtml at [8:00] a.m., Eastern Time, on January [•], 2019, we confirm that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor are pending or have been initiated by the Commission. The Preliminary Prospectus has been filed in accordance with Rule 424(b) under the Securities Act, the Prospectus has been filed in accordance with Rule 424(b) and 430B under the Securities Act, and the Issuer Free Writing Prospectus has been filed in accordance with Rule 433(d) under the Securities Act.

12. The Registration Statement at January [•], 2019, including the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no view with

 

2 

NTD: “Governing Documents” will be defined to mean the certificates of limited partnership of the Operating Partnership, the Partnership and the General Partner, the OLP Agreement, the Partnership Agreement, the partnership agreement of the General Partner, the certificates of formation of ETP LLC and OLP GP and the LLC Agreements of ETP LLC and OLP GP.

3 

NTD: “Specified Agreements” will cover (i) all of the credit agreements, indentures and debt related instruments to which the Operating Partnership and the Partnership is a party that are listed as exhibits to, or incorporated by reference into, the Registration Statement pursuant to Item 601(b) of Regulation S-K, and (ii) any material contribution agreement, merger agreement or purchase agreement to which the Partnership or the Operating Partnership is a party that relates to a pending transaction and that is listed as an exhibit to, or is incorporated by reference into, the Registration Statement pursuant to Item 601(b)(2) or Item 601(b)(10) of Regulation S-K.

4 

NTD: “Registration Statement” will be defined to include Post-Effective Amendment No. 1 to such registration statement.

 

Exhibit A-1-2

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