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SEC Filings
424B3
ENERGY TRANSFER OPERATING, L.P. filed this Form 424B3 on 01/08/2019
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Table of Contents

Certain Covenants

The indenture governing the notes limits our ability and the ability of our subsidiaries to, among other things:

 

   

create liens without equally and ratably securing the notes; and

 

   

engage in certain sale and leaseback transactions.

 

  The indenture also limits our ability to engage in mergers, consolidations and certain sales of assets.

 

  These covenants are subject to important exceptions and qualifications, as described under “Description of the Notes—Important Covenants.”

 

Use of Proceeds

We expect to receive net proceeds of approximately $        billion after deducting the underwriting discounts and estimated offering expenses. We expect to use the net proceeds from this offering (i) to make an intercompany loan to ET, which will use the proceeds therefrom to repay in full its $1.22 billion term loan due February 2, 2024, (ii) to repay in full our 9.70% senior notes due March 15, 2019, our 9.00% senior notes due April 15, 2019 and our subsidiary’s 8.125% senior notes due June 1, 2019, (iii) to repay a portion of the borrowings under our revolving credit facility and (iv) for general partnership purposes.

 

  Affiliates of certain of the underwriters participating in this offering are lenders under ET’s term loan and/or our revolving credit facility and may hold our 9.70% senior notes due March 15, 2019, our 9.00% senior notes due April 15, 2019 and our subsidiary’s 8.125% senior notes due June 1, 2019 and, accordingly, will receive a portion of the net proceeds of this offering. Please read “Use of Proceeds,” “Capitalization” and “Underwriting.”

 

Trustee

U.S. Bank National Association.

 

Governing Law

The notes and the indenture will be governed by New York law.

 

Risk Factors

Please read “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 7 of the accompanying prospectus for a discussion of factors you should carefully consider before investing in the notes.

 

S-5

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