UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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(Exact name of Registrant as specified in its charter) | ||
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(Address of principal executive offices) (zip code)
(214 ) 981-0700
(Registrant’s telephone number, including area code)
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Emerging growth company ☐
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Securities registered pursuant to Section 12(b) of the Act:
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Item 3.02. Unregistered Sales of Equity Securities.
Effective as of February 1, 2020, Energy Transfer LP, a Delaware limited partnership (“ET”), caused SemGroup Corporation, a Delaware corporation and a wholly owned subsidiary of ET (“SemGroup”), to cause certain of its subsidiaries to contribute to Energy Transfer Operating, L.P., a Delaware limited partnership (the “Partnership”), 100% of the limited liability company interests (the “Subject Interests”) in Buffalo Parent Gulf Coast Terminals, LLC, a Delaware limited liability company and the indirect owner of the Houston Fuel Oil Terminal. The contribution of the Subject Interests completes the transfer of all of SemGroup’s United States natural gas, oil and other products businesses from ET to the Partnership and its subsidiaries.
In exchange for the Subject Interests, the Partnership issued to certain subsidiaries of SemGroup an aggregate of 124,567,000 common units representing limited partner interests in the Partnership (“ETO Common Units”) in a private offering pursuant to exemptions from registration in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The ETO Common Units are not registered under the Securities Act and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
SIGNATURE
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 OPERATING, L.P. | |||
By: | Energy Transfer Partners GP, L.P., | ||
its general partner | |||
By: | Energy Transfer Partners, L.L.C., | ||
its general partner | |||
Date: | February 5, 2020 | By: | /s/ Thomas E. Long |
Thomas E. Long | |||
Chief Financial Officer | |||