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UNITED STATES
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

March 26, 2023
Date of Report (Date of earliest event reported)
ENERGY TRANSFER LP
(Exact name of Registrant as specified in its charter)
Delaware			1-32740			30-0108820
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices) (zip code)

(214)			981-0700
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Units

ET

New York Stock Exchange

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprC

New York Stock Exchange

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprD

New York Stock Exchange

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETprE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 3.02. Sale of Unregistered Equity Securities.

As previously announced, on March 26, 2023, a wholly owned subsidiary of Energy Transfer LP (the “Partnership”) entered into a definitive agreement (the “Agreement”) pursuant to which it will acquire Lotus Midstream Operations, LLC (the “Acquisition”) from an affiliate of EnCap Flatrock Midstream (“EFM”). Pursuant to the Agreement, the Partnership will issue 44,470,318 common units representing limited partner interests in the Partnership (the “Common Units”) to affiliates of EFM as partial consideration for the Acquisition. The Acquisition is expected to close in the second quarter of 2023, subject to regulatory approval and customary closing conditions. The Common Units will be issued in a private offering pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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SIGNATURES

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 LP
						By:			LE GP, LLC, its general partner
Date:			March 28, 2023						/s/ Dylan A. Bramhall
									Dylan A. Bramhall
									Group Chief Financial Officer