UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Energy Transfer LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
29273V100
(CUSIP Number)
April 20, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 29273V100 |
13G | Page 2 of 10 |
| 1. |
Name of Reporting Persons:
Blackstone Holdings I/II GP L.L.C. |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization:
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power:
184,731,265 |
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| 6. |
Shared Voting Power:
0 |
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| 7. |
Sole Dispositive Power:
184,731,265 |
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| 8. |
Shared Dispositive Power:
0 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
184,731,265 |
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| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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| 11. |
Percent of Class Represented by Amount in Row (9):
6.9% |
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| 12. |
Type of Reporting Person (See Instructions):
OO |
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CUSIP No. 29273V100 |
13G | Page 3 of 10 |
| 1. |
Name of Reporting Persons:
The Blackstone Group Inc. |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization:
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power:
184,731,265 |
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| 6. |
Shared Voting Power:
0 |
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| 7. |
Sole Dispositive Power:
184,731,265 |
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| 8. |
Shared Dispositive Power:
0 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
184,731,265 |
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| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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| 11. |
Percent of Class Represented by Amount in Row (9):
6.9% |
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| 12. |
Type of Reporting Person (See Instructions):
CO |
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CUSIP No. 29273V100 |
13G | Page 4 of 10 |
| 1. |
Name of Reporting Persons:
Blackstone Group Management L.L.C. |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization:
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power:
184,731,265 |
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| 6. |
Shared Voting Power:
0 |
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| 7. |
Sole Dispositive Power:
184,731,265 |
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| 8. |
Shared Dispositive Power:
0 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
184,731,265 |
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| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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| 11. |
Percent of Class Represented by Amount in Row (9):
6.9% |
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| 12. |
Type of Reporting Person (See Instructions):
OO |
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CUSIP No. 29273V100 |
13G | Page 5 of 10 |
| 1. |
Name of Reporting Persons:
Stephen A. Schwarzman |
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| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
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| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization:
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power:
184,731,265 |
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| 6. |
Shared Voting Power:
0 |
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| 7. |
Sole Dispositive Power:
184,731,265 |
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| 8. |
Shared Dispositive Power:
0 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
184,731,265 |
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| 10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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| 11. |
Percent of Class Represented by Amount in Row (9):
6.9% |
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| 12. |
Type of Reporting Person (See Instructions):
IN |
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| Item 1. | (a). Name of Issuer | |
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Energy Transfer LP (the “Issuer”) |
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| (b). Address of Issuer’s Principal Executive Offices: | ||
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8111 Westchester Drive, Suite 600, Dallas Texas 75225 |
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| Item 2(a). Name of Person Filing | ||
| Item 2(b). Address of Principal Business Office | ||
| Item 2(c). Citizenship | ||
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Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: |
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(i) Blackstone Holdings I/II GP L.L.C. |
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345 Park Avenue |
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New York, NY 10154 |
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Citizenship: State of Delaware |
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(ii) The Blackstone Group Inc. |
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345 Park Avenue |
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New York, NY 10154 |
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Citizenship: State of Delaware |
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(iii) Blackstone Group Management L.L.C. |
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c/o The Blackstone Group Inc. |
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345 Park Avenue |
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New York, NY 10154 |
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Citizenship: State of Delaware |
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(iv) Stephen A. Schwarzman |
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c/o The Blackstone Group Inc. |
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345 Park Avenue |
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New York, NY 10154 |
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Citizenship: United States |
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This Schedule 13G reflects Common Units (as defined below) held by funds or accounts that may be deemed to be indirectly controlled by Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
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Each such Reporting Person may be deemed to beneficially own the Common Units reported herein, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Units. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act. |
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| Item 2(d). Title of Class of Securities: | ||
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Common units (the “Common Units”). |
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| Item 2(e). CUSIP Number: | ||
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29273V100 |
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| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
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Not applicable. |
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| Item 4. | Ownership. | |
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(a) Amount beneficially owned: |
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Calculations of the percentage of Common Units beneficially owned assume 2,689,793 Common Units outstanding as of February 14, 2020, as reported in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2020. Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Units listed on such Reporting Person’s cover page. |
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Funds or accounts that may be deemed to be indirectly controlled by The Blackstone Group Inc. hold 184,731,265 Common Units. |
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(b) Percent of class: |
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Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Units listed on such Reporting Person’s cover page. |
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(c) Number of Shares as to which the Reporting Person has: |
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(i) Sole power to vote or to direct the vote: |
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See each cover page hereof. |
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(ii) Shared power to vote or to direct the vote: |
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See each cover page hereof. |
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(iii) Sole power to dispose or to direct the disposition of: |
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See each cover page hereof. |
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(iv) Shared power to dispose or to direct the disposition of: |
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See each cover page hereof. |
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| Item 5. | Ownership of Five Percent or Less of a Class | |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
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Not applicable. |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
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Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group. | |
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Not applicable. |
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| Item 9. | Notice of Dissolution of Group. | |
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Not Applicable. |
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| Item 10. | Certification. | |
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2020
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
| By: |
/s/ John G. Finley |
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| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP INC. | ||
| By: |
/s/ John G. Finley |
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| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: |
/s/ John G. Finley |
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| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
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/s/ Stephen A. Schwarzman |
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| Stephen A. Schwarzman | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated April 29, 2020, among the Reporting Persons (filed herewith). | |
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Energy Transfer LP, a Delaware limited partnership, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 29th day of April 2020.
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
| By: |
/s/ John G. Finley |
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| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP INC. | ||
| By: |
/s/ John G. Finley |
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| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: |
/s/ John G. Finley |
|
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
|
/s/ Stephen A. Schwarzman |
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| Stephen A. Schwarzman | ||