As filed with the Securities and Exchange Commission on September 14, 2023

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(214) 981-0700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas E. Long

Co-Chief Executive Officer

Energy Transfer LP

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(214) 981-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. Energy Transfer LP may not issue the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2023

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Unitholder of Crestwood Equity Partners LP:

On August 16, 2023, Crestwood Equity Partners LP (“Crestwood”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Energy Transfer LP (“Energy Transfer”), Pachyderm Merger Sub LLC, a wholly owned subsidiary of Energy Transfer (“Merger Sub”), and, solely for the purposes of Sections 2.1(a), 2.1(b), 2.1(c) and 5.21 thereof, LE GP, LLC (“ET GP”), pursuant to which Crestwood will merge with and into Merger Sub (the “merger”), with Merger Sub surviving the merger as a direct wholly owned subsidiary of Energy Transfer (the “Surviving Entity”).

If the merger is completed, holders of common units representing limited partner interests in Crestwood (such units, the “Crestwood common units” and such holders, the “Crestwood common unitholders”) will receive, for each Crestwood common unit that they own as of immediately prior to the effective time of the merger (the “effective time”), 2.07 common units (the “exchange ratio”), each representing a limited partner interest in Energy Transfer (the “ET common units” and such consideration, the “common unit merger consideration”).

Each preferred unit representing a limited partner interest in Crestwood (the “Crestwood preferred units,” and together with the Crestwood common units, the “Crestwood units”) outstanding immediately prior to the effective time will, at the election of the holder of such Crestwood preferred unit (each, a “Crestwood preferred unitholder” and together with the Crestwood common unitholders, the “Crestwood unitholders”) in accordance with the Sixth Amended and Restated Agreement of Limited Partnership of Crestwood, dated as of August 20, 2021, as may be amended if the requisite consents are obtained in connection with the Preferred Consent Solicitation, as described below (the “Crestwood Partnership Agreement”), (i) convert into Crestwood common units, at the then-applicable Conversion Ratio (as defined in the Crestwood Partnership Agreement, currently one Crestwood common unit for 10 Crestwood preferred units), subject to the payment of any accrued but unpaid distributions prior to the effective time, (ii) convert into a new Energy Transfer security that has substantially similar terms, including with respect to economics and structural protections, as the Crestwood preferred units, as such terms may be amended if the requisite consents are obtained in connection with the Preferred Consent Solicitation (the “new ET preferred units,” and together with the ET common units, the “ET units,” and the holders of the new ET preferred units, the “new ET preferred unitholders”) or (iii) be redeemed in exchange for cash or Crestwood common units, at the sole discretion of Crestwood Equity GP LLC, the general partner of Crestwood (“Crestwood GP”), at a price of (x) $9.218573 per Crestwood preferred unit or (y) if the requisite consents are obtained in connection with the Preferred Consent Solicitation, $                 per Crestwood preferred unit, in each case, plus accrued and unpaid distributions to the date of such redemption (an election to be redeemed as described in this clause (iii), a “Redemption Election” and such cash and/or such new ET preferred units payable as set forth in the foregoing clauses (ii) and (iii), the “preferred consideration”).

Crestwood preferred unitholders that receive Crestwood common units pursuant to the foregoing clauses (i) or (iii) will be entitled to receive the common unit merger consideration at the effective time. If no election is made by a holder of Crestwood preferred units, such holder will be deemed to have elected to receive new ET preferred units. Crestwood has agreed to cause Crestwood GP to elect to pay cash for any Crestwood preferred units whose holders have elected to have such Crestwood preferred units redeemed as described in clause (iii) above.

In the merger, each outstanding restricted unit of Crestwood (a “Crestwood restricted unit”) will be entitled to receive the common unit merger consideration. The vesting restrictions applicable to each Crestwood restricted unit that has a grant date prior to January 1, 2023 will lapse immediately prior to the effective time. For all other Crestwood restricted units, the same restrictions and other terms and conditions that were applicable

immediately prior to the effective time will continue to apply after the effective time. Each outstanding performance unit of Crestwood (a “Crestwood performance unit”) that has a grant date prior to January 1, 2023 or that is otherwise vested at the effective time will be cancelled at the effective time in exchange for (i) the common unit merger consideration in respect of the corresponding number of Crestwood common units (including any reinvested distribution equivalent rights) issuable pursuant to such Crestwood performance unit based upon the attainment of the applicable Crestwood performance assumption (as described below) and (ii) an amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Crestwood performance units. All other Crestwood performance units will be assumed by Energy Transfer (an “assumed performance unit award”) and converted into a time-based phantom unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (i) the number of Crestwood common units subject to such assumed performance unit award immediately prior to the effective time assuming attainment of the applicable Crestwood performance assumption by (ii) the exchange ratio. Each assumed performance unit award will otherwise be subject to the same terms and conditions that were applicable to the corresponding Crestwood performance unit immediately prior to the effective time other than the performance-based vesting conditions and, in the event any distribution is declared in respect of ET common units, the corresponding distribution equivalent right for each assumed performance unit award will be settled within 30 days following the time when distributions are paid to ET common unitholders generally. The “Crestwood performance assumptions” are as follows: (A) with respect to a Crestwood performance unit granted prior to January 1, 2023, a performance multiplier of 100%, and (B) with respect to a Crestwood performance unit granted on or after January 1, 2023, the target level of performance for the relevant Crestwood restricted unit, Crestwood performance unit or Crestwood phantom unit, as applicable.

If the merger is completed, Crestwood GP’s general partner interest in Crestwood will be automatically cancelled and cease to exist without any conversion thereof and no consideration will be received therefor.

Crestwood common units are currently traded on the New York Stock Exchange (the “NYSE”) under the symbol “CEQP.” Crestwood preferred units are currently traded on the NYSE under the symbol “CEQP-P.” ET common units are currently traded on the NYSE under the symbol “ET.”

The obligations of Energy Transfer and Crestwood to complete the merger are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, including the approval of Crestwood unitholders as described below. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

In connection with the merger, Crestwood will hold a virtual special meeting of its unitholders (the “special meeting”) to consider and vote on a proposal to approve and adopt the merger agreement (the “merger proposal”). The affirmative vote of the holders of a majority of the outstanding Crestwood common units and the outstanding Crestwood preferred units, on an as-converted basis, voting as a single class, is required to approve the merger proposal. At the special meeting, Crestwood unitholders will also vote on proposals to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Crestwood’s named executive officers in connection with the merger, which is not a condition to the merger (the “advisory compensation proposal”), and the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the special meeting to adopt the merger proposal (the “adjournment proposal”). Approval of the advisory compensation proposal will require the affirmative vote of the holders of a majority of the outstanding Crestwood common units and the outstanding Crestwood preferred units, on an as-converted basis, voting as a single class. Approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding Crestwood common units and the outstanding Crestwood preferred units, on an as-converted basis, voting as a single class, present online or by proxy at the special meeting.

The virtual special meeting will be held at www.virtualshareholdermeeting.com/CEQP2023SM on                 , 2023 at                  a.m. central time. Unitholders of record as of                 , 2023 (the “record date”) are entitled to vote at the special meeting. The members of the board of directors of Crestwood GP (the “Crestwood board of directors”) unanimously recommend that Crestwood unitholders vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

In addition, separately from the solicitation of votes pursuant to the accompanying proxy statement/prospectus, at the direction of Energy Transfer pursuant to certain provisions of the merger agreement (see “The Merger Agreement—Other Covenants and Agreements”), Crestwood is also soliciting consents (the “Preferred Consent Solicitation”) from Crestwood preferred unitholders (as defined below) to amend certain terms of the Crestwood Partnership Agreement relating to the Crestwood preferred units proposed by Energy Transfer pursuant to the merger agreement. Such consent solicitation is being conducted by Crestwood pursuant to a consent solicitation statement on Schedule 14A, filed by Crestwood with the Securities and Exchange Commission on                 , 2023 and mailed to the Crestwood preferred unitholders on or about the same date (the “Crestwood Consent Solicitation Statement”), which more fully describes the proposed amendments to the Crestwood Partnership Agreement. If the requisite consents are obtained in the Preferred Consent Solicitation, the adoption of such amendments will be conditioned on the satisfaction or waiver of the conditions to the closing of the merger. If such amendments are adopted (i) the terms of any new ET preferred units issued to the Crestwood preferred unitholders electing to receive such units in the merger will be substantially similar to the terms of the Crestwood preferred units as so amended and (ii) the redemption price payable to the Crestwood preferred unitholders who make a Redemption Election will be $                 per Crestwood preferred unit. A summary of the Preferred Consent Solicitation can be found in the section of this proxy statement/prospectus entitled “Preferred Consent Solicitation.” However, for additional information, Crestwood preferred unitholders should read the Crestwood Consent Solicitation Statement. The merger is not conditioned upon Crestwood obtaining the requisite consents to amend the terms of the Crestwood Partnership Agreement in the Preferred Consent Solicitation. If the requisite consent in the Preferred Consent Solicitation is not obtained, the current terms of the Crestwood Partnership Agreement, including all of the terms of the Crestwood preferred units, will remain unchanged.

Your vote is very important. Information about the special meeting, the merger and the other business to be considered by the Crestwood unitholders at the special meeting is contained in the accompanying proxy statement/prospectus, which we urge you to read. In particular, see the section titled “Risk Factors” beginning on page 28 of the proxy statement/prospectus. In addition, we urge Crestwood preferred unitholders to read the Crestwood Consent Solicitation Statement for additional information regarding the Preferred Consent Solicitation.

The Crestwood board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Crestwood and its unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) resolved to recommend adoption of the merger agreement by the Crestwood unitholders and (v) directed that the merger agreement be submitted to the Crestwood unitholders for adoption.

Sincerely,

Robert G. Phillips

Founder, Chairman and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying document or determined that the accompanying document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying document is dated                 , 2023 and is first being mailed to the Crestwood unitholders on or about                 , 2023.

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

TO BE HELD VIRTUALLY ON                 , 2023

Dear Unitholder of Crestwood Equity Partners LP:

On                 , 2023, Crestwood Equity Partners LP (“Crestwood”) will virtually hold a special meeting of unitholders (the “special meeting”) at www.virtualshareholdermeeting.com/CEQP2023SM at                  a.m., central time. Only Crestwood unitholders of record at the close of business on                 , 2023, the record date, are entitled to receive this notice and to vote at the special meeting or any adjournment or postponement of that meeting. The special meeting has been called for the following purposes:

To be admitted to the special meeting at www.virtualshareholdermeeting.com/CEQP2023SM, unitholders must enter the 16-digit control number found on their proxy card or voting instruction form. Once properly admitted to the special meeting, unitholders of record as of the record date may vote their units by following the instructions available on the meeting website during the meeting and may also view the complete list of unitholders entitled to vote at the special meeting. Technical support will be available on the virtual meeting website beginning 15 minutes prior to the start of the special meeting. The technical support offered through this service is designed to address difficulties related to the virtual meeting website, and it is recommended that you contact your bank, broker or other nominee should you be unable to locate your 16-digit control number.

The board of directors of Crestwood Equity GP LLC (the “Crestwood board of directors”), the general partner of Crestwood (“Crestwood GP”), has unanimously approved and adopted the merger agreement and is submitting the merger agreement to holders of Crestwood common units (“Crestwood common unitholders”) and Crestwood preferred units (“Crestwood preferred unitholders” and together with the Crestwood common unitholders, the “Crestwood unitholders”) for approval and adoption at the special meeting. The merger agreement will be approved and adopted upon receiving the affirmative vote of the holders of a majority of the outstanding Crestwood common units and the outstanding Crestwood preferred units, on an as-converted basis, voting as a single class.

Whether or not you plan to participate in the virtual special meeting, please submit your proxy with voting instructions as soon as possible. If you hold Crestwood common units or Crestwood preferred units in your name as a unitholder of record, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed stamped envelope, use the toll-free telephone number shown on the proxy card or use the internet

website shown on the proxy card. If you hold Crestwood common units or Crestwood preferred units through a bank, broker or other nominee, please use the voting instructions you have received from your bank, broker or other nominee. If you hold Crestwood common units or Crestwood preferred units through a bank, broker or other nominee, and you have not received a 16-digit control number, please contact your bank, broker or other nominee as soon as possible so that you can be provided with a 16-digit control number. Submitting your proxy will not prevent you from attending the special meeting and voting online.

You may revoke your proxy by participating in the virtual special meeting and voting your Crestwood common units or Crestwood preferred units online at the special meeting. You may also revoke your proxy at any time before it is voted by giving written notice of revocation to the Corporate Secretary of Crestwood at the address provided with the proxy card at or before the special meeting or by submitting a proxy with a later date.

Other sections of the proxy statement/prospectus describe the proposals listed above in more detail, as well as other matters contemplated in connection with the proposed merger. Before voting, please carefully read the proxy statement/prospectus in its entirety, including the merger agreement and all other annexes and including documents incorporated by reference, for further information relevant to the business to be transacted at the special meeting. In particular, see “Proposal 1: The Merger,” beginning on page 49, for a description of the transactions contemplated by the merger agreement, and “Risk Factors,” beginning on page 28, for an explanation of the risks associated with the merger and the other transactions contemplated by the merger agreement.

The Crestwood board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Crestwood and its unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) resolved to recommend adoption of the merger agreement by the Crestwood unitholders and (v) directed that the merger agreement be submitted to the Crestwood unitholders for adoption. In addition, the Crestwood board of directors recommends that the Crestwood unitholders vote to approve, on an advisory (non-binding) basis, specified compensation that may be received by Crestwood’s named executive officers in connection with the merger and to approve an adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger proposal.

The Crestwood board of directors recommends that the Crestwood unitholders vote:

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF UNITS THAT YOU OWN. The merger between Energy Transfer and Crestwood cannot be completed without the adoption of the merger proposal by the affirmative vote of the holders of a majority of the outstanding Crestwood common units and the outstanding Crestwood preferred units, on an as-converted basis, voting as a single class.

If you have any questions concerning the merger or the other transactions contemplated by the merger agreement or the accompanying proxy statement/prospectus or would like additional copies, please contact Crestwood’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Unitholders may call toll free: (877) 750-0854

Banks and Brokers may call collect: (212) 750-5833

By Order of the Board of Directors,

ROBERT G. PHILLIPS

Founder, Chairman and Chief Executive Officer

            , 2023

ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a proxy statement of Crestwood under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the solicitation of proxies for the special meeting of holders of Crestwood common units (“Crestwood common unitholders”) and Crestwood preferred units (“Crestwood preferred unitholders” and together with the Crestwood common unitholders, the “Crestwood unitholders”), or any adjournment or postponement thereof, to, among other things, approve and adopt the merger agreement and the transactions contemplated thereby. This document is also a prospectus of Energy Transfer under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), for ET common units and new ET preferred units that may be issued to Crestwood unitholders in the merger pursuant to the merger agreement.

As permitted under the rules of the SEC, this document incorporates by reference important business and financial information about Energy Transfer and Crestwood from other documents filed with the SEC that are not included in or delivered with this document. Please read the section titled “Where You Can Find More Information.” You can obtain any of the documents incorporated by reference into this document from the SEC’s website at www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from Energy Transfer or Crestwood at the following addresses and telephone numbers:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this document.

You may obtain certain of these documents at Energy Transfer’s website, www.energytransfer.com, and at Crestwood’s website, www.crestwoodlp.com. None of the information contained on the website of Energy Transfer or Crestwood is incorporated by reference into this document.

In order to receive timely delivery of the documents in advance of the special meeting, your request should be received no later than                , 2023. If you request any documents, Energy Transfer or Crestwood will mail them to you by first class mail, or another equally prompt means, within one business day after receipt of your request.

If you have any questions about the merger or the consideration that you will receive in connection with the merger, including any questions relating to the transmittal of materials, or would like additional copies of the letter of transmittal (which is being mailed to Crestwood unitholders separately), you may contact Crestwood’s proxy solicitor at the address and telephone number listed below. You will not be charged for any additional letters of transmittal that you request.

The Solicitation Agent for the Special Meeting is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

You may obtain information regarding the Special Meeting

from the Solicitation Agent as follows:

Unitholders may call toll free: (877) 750-0854

Banks and Brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

i

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETING

Set forth below are questions that you, as a Crestwood unitholder, may have regarding the merger and the special meeting of Crestwood unitholders and brief answers to those questions. For a more complete description of the legal and other terms of the merger, please read this entire document, including the merger agreement, which is attached as Annex A to this proxy statement/prospectus, and the documents incorporated by reference into this document. You may obtain a list of the documents incorporated by reference into this document in the section “Where You Can Find More Information.”

In order to complete the merger, Crestwood unitholders must vote to approve and adopt the merger agreement and the transactions contemplated thereby. This document is being delivered to you as both a proxy statement of Crestwood and a prospectus of Energy Transfer in connection with the merger. It is the proxy statement by which the board of directors of Crestwood Equity GP LLC, Crestwood’s general partner (“Crestwood GP” and such board of directors, the “Crestwood board of directors”) is soliciting proxies from you to vote in favor of the proposal to approve and adopt the merger agreement at the special meeting or at any adjournment or postponement of the special meeting. It is also the prospectus for the offering by Energy Transfer of ET common units and new ET preferred units (each as defined below) in the merger. This document also contains information about how Crestwood preferred unitholders can elect the form of consideration that they will receive in exchange for their Crestwood preferred units (see “The Merger Agreement—Common Unit Merger Consideration and Preferred Consideration—Preferred Election Procedures”).

This proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the Crestwood special meeting, the merger and other matters.

1

See “Proposal 1: The Merger—Recommendation of the Crestwood Board of Directors and Reasons for the Merger” beginning on page 58.

In considering the recommendation of the Crestwood board of directors with respect to the merger proposal, you should be aware that some of Crestwood’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Crestwood unitholders generally. See “Proposal 1: The Merger—Interests of Crestwood’s Directors and Executive Officers in the Merger” beginning on page 78.

Each preferred unit representing a limited partner interest in Crestwood (each, a “Crestwood preferred unit”) outstanding immediately prior to the effective time will, at the election of the holder of such Crestwood preferred unit (each, a “Crestwood preferred unitholder” and together with the Crestwood common unitholders, the “Crestwood unitholders”) in accordance with the Sixth Amended and Restated Agreement of Limited Partnership of Crestwood, dated as of August 20, 2021, as may be amended if the requisite consents are obtained in connection with the Preferred Consent Solicitation, as described below (the “Crestwood Partnership Agreement”), (i) convert into Crestwood common units, at the then-applicable Conversion Ratio (as defined in the Crestwood Partnership Agreement, currently one Crestwood common unit for 10 Crestwood preferred units), subject to the payment of any accrued but unpaid distributions prior to the effective time, (ii) convert into a new Energy Transfer security that has substantially similar terms, including with respect to economics and structural protections, as the Crestwood preferred units, as such terms may be amended if the requisite consents are obtained in connection with the Preferred Consent Solicitation (the “new ET preferred units,” and together with the ET common units, the “ET units,” and the holders of the new ET preferred units, the “new ET preferred unitholders” and such holders, together with the ET common unitholders, “ET unitholders”) or (iii) be redeemed in exchange for cash or Crestwood common units, at the sole discretion of Crestwood GP, at a price of (x) $9.218573 per Crestwood preferred unit or (y) if the requisite consents are obtained in connection with the Preferred Consent Solicitation, $                 per Crestwood preferred unit, in each case, plus accrued and unpaid distributions to the date of such redemption (an election to be redeemed as described in clause (iii), a “Redemption Election” and such cash and/or such new ET preferred units payable as set forth in the foregoing clauses (ii) and (iii), the “preferred consideration”).

2

Crestwood preferred unitholders that receive Crestwood common units pursuant to the foregoing clauses (i) or (iii) will be entitled to receive the common unit merger consideration at the effective time. If no election is made by a holder of Crestwood preferred units, such holder will be deemed to have elected to receive new ET preferred units (such inaction, as applicable, a “default election”). Crestwood has agreed to cause Crestwood GP to elect to pay cash for any Crestwood preferred units whose holders have elected to have such Crestwood preferred units redeemed pursuant to a Redemption Election as described in clause (iii) above.

Performance Units. Each outstanding performance unit of Crestwood (a “Crestwood performance unit”) that has a grant date prior to January 1, 2023 or that is otherwise vested at the effective time will be cancelled at the effective time in exchange for (i) the common unit merger consideration in respect of the corresponding number of Crestwood common units (including any reinvested distribution equivalent rights) issuable pursuant to such Crestwood performance unit based upon the attainment of the applicable Crestwood performance assumption (as described below) and (ii) an amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Crestwood performance units. All other Crestwood performance units will be assumed by Energy Transfer (an “assumed performance unit award”) and converted into a time-based phantom unit award representing a contractual right upon vesting to receive a number of ET common units equal to the product obtained by multiplying (i) the number of Crestwood common units subject to such assumed performance unit award immediately prior to the effective time assuming attainment of the applicable Crestwood performance assumption by (ii) the exchange ratio. Each assumed performance unit award will otherwise be subject to the same terms and conditions that were applicable to the corresponding Crestwood performance unit immediately prior to the effective time other than the performance-based vesting conditions and, in the event any distribution is declared in respect of ET common units, the corresponding distribution equivalent right for each assumed performance unit award will be settled within 30 days following the time when distributions are paid to ET common unitholders generally. The “Crestwood performance assumptions” are as follows: (A) with respect to a Crestwood performance unit granted prior to January 1, 2023, a performance multiplier of 100%, and (B) with respect to a Crestwood performance unit granted on or after January 1, 2023, the target level of performance for the relevant Crestwood restricted unit, Crestwood performance unit or Crestwood phantom unit, as applicable.

3

For a description of the distribution provisions of the Energy Transfer Partnership Agreement, please read “Comparison of Rights of Energy Transfer Common Unitholders, New ET Preferred Unitholders, Crestwood Common Unitholders and Crestwood Preferred Unitholders” beginning on page 152.

4

Any adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger proposal requires the affirmative vote of the holders of a majority of the Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class, present online or by proxy at the special meeting. No notice of the adjourned special meeting will be given so long as the time and place to which the special meeting is adjourned are announced at the special meeting at which the adjournment is taken, the adjournment is for no more than 45 days, a new record date is not fixed and, at the adjourned special meeting, only such business is transacted as might have been transacted at the original special meeting. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal. Broker non-votes will have no effect on the adoption of the adjournment proposal.

The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/CEQP2023SM, where Crestwood unitholders will be able to participate and vote online. Crestwood encourages its unitholders to access the meeting 15 minutes prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus. This proxy statement/prospectus is first being furnished to Crestwood’s unitholders on or about                 , 2023.

5

Crestwood unitholders may submit questions during the special meeting. As part of the special meeting, Crestwood will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the special meeting procedures which are pertinent to Crestwood and the meeting matters, as time permits. Questions may be submitted during the special meeting through www.virtualshareholdermeeting.com/CEQP2023SM. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Whether you plan to attend the special meeting or not, we encourage you to vote by proxy as soon as possible.

6

If your Crestwood common units or Crestwood preferred units are held in an account at a bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

7

If you own Crestwood preferred units in “street name” through a bank, broker or other nominee, you should follow the instructions of the bank, broker or other nominee for making an election with respect to your units. Unless the Crestwood preferred unitholders desire to make the default election, they should return their completed Preferred Election Form to the exchange agent by no later than the Election Deadline.

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Crestwood preferred unitholders who properly make a Redemption Election with respect to part or all of their Crestwood preferred units will receive as consideration for such Crestwood preferred units, at the sole discretion of Crestwood GP, Crestwood common units or cash at a price of (x) $9.218573 per Crestwood preferred unit or (y) if the requisite consents are obtained in connection with the Preferred Consent Solicitation, $                 per preferred unit, in each case, plus accrued and unpaid distributions to the date of such redemption. Crestwood preferred unitholders that receive Crestwood common units pursuant to a Redemption Election should, to the extent they receive ET common units, have tax consequences consistent with those applicable to the Crestwood common unitholders discussed above. Crestwood preferred unitholders that receive cash pursuant to a Redemption Election should be treated as selling the applicable Crestwood preferred units immediately prior to the merger and, as a result, should recognize gain or loss equal to the difference between the amount realized and such Crestwood preferred unitholder’s tax basis in the Crestwood preferred units sold. A Crestwood preferred unitholder’s amount realized is equal to the sum of the amount of cash received by such Crestwood preferred unitholder (plus the applicable portion of such Crestwood preferred unitholder’s share of Crestwood’s nonrecourse liabilities immediately prior to the merger, which is expected to be zero).

The amount and effect of any gain or loss that may be recognized by a Crestwood unitholder will depend on such unitholder’s particular situation, including the ability of such Crestwood unitholder to utilize any suspended passive losses.

For a more detailed discussion of the material U.S. federal income tax consequences of the merger to Crestwood unitholders, please see the section titled “Material U.S. Federal Income Tax Consequences of the Merger.”

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Energy Transfer will treat Crestwood unitholders who receive new ET preferred units as partners and distributions on the new ET preferred units as distributions to a partner. Energy Transfer intends to treat new ET preferred unitholders as receiving an allocable share of gross income from Energy Transfer equal to their cash distributions, to the extent Energy Transfer has sufficient gross income to make such allocations of gross income. In the event there is not sufficient gross income to match such distributions, the distributions on the new ET preferred units would reduce the capital accounts of the new ET preferred units, requiring a subsequent allocation of income or gain to provide the new ET preferred units with their liquidation preference, if possible.

For a more detailed discussion of the material U.S. federal income tax consequences of ET unit ownership following the merger, please see the section titled “Material U.S. Federal Income Tax Consequences of ET Unit Ownership.”

Crestwood expects to furnish a Schedule K-1 to each holder of Crestwood units within 90 days of the end of the calendar year. Energy Transfer also expects to furnish a Schedule K-1 to each holder of ET units within 90 days of the end of the calendar year.

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Crestwood unitholders may submit questions during the special meeting. As part of the special meeting, Crestwood will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the special meeting procedures which are pertinent to Crestwood and the meeting matters, as time permits. Questions may be submitted during the special meeting through www.virtualshareholdermeeting.com/CEQP2023SM. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this document, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the approval and adoption of the merger agreement and the transactions contemplated thereby. In addition, you should read and consider the risks associated with each of the businesses of Energy Transfer and Crestwood. These risks can be found in Energy Transfer’s and Crestwood’s respective Annual Reports on Form 10-K for the year ended December 31, 2022, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this document by reference, please see the section titled “Where You Can Find More Information.” Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on Energy Transfer’s, Crestwood’s or the combined company’s business, financial condition, cash flows and results of operations and could result in a decline in the trading prices of their respective common units. Crestwood preferred unitholders should also read the Crestwood Consent Solicitation Statement for risks relating to the Preferred Consent Solicitation.

Risk Factors Related to the Merger

Because the exchange ratio is fixed, the number of ET common units to be received by Crestwood unitholders in connection with the merger will not change between now and the time the merger is completed to reflect changes in the trading prices of Crestwood common units or ET common units. Because the market price of ET common units will fluctuate prior to the consummation of the merger, Crestwood unitholders cannot be sure of the market value of ET common units that they will receive.

At the time the merger is completed, Crestwood unitholders will receive, (i) for each Crestwood common unit they own as of immediately prior to the merger (including Crestwood common units received upon the conversion of Crestwood preferred units), 2.07 ET common units and (ii) for each Crestwood preferred unit they own as of immediately prior to the effective time, the preferred consideration. The exchange ratio is fixed (subject to adjustments in accordance with the terms of the merger agreement), which means that it will not change between now and the closing date, regardless of whether the market price of either Crestwood common units or ET common units changes. At the time that Crestwood unitholders cast their votes regarding approval of the merger agreement and the merger, Crestwood unitholders will not know the actual market value of the ET common units that they will receive when the merger is finally completed. Therefore, the actual market value of the ET common units, when received by Crestwood common unitholders or Crestwood preferred unitholders, as applicable, will depend on the market value of those units on that date. This market value may be less than the value of the ET common units on the date of the merger agreement and on the date that Crestwood unitholders vote on the merger agreement. These fluctuations in the market value of ET common units may be caused by changes in the businesses, operations, results and prospects of both Energy Transfer and Crestwood, market expectations of the likelihood that the merger will be completed and the timing of the completion, general market and economic conditions or other factors.

The merger is subject to various closing conditions, and any delay in completing the merger may reduce or eliminate the benefits expected and delay the payment of the common unit merger consideration and preferred consideration to Crestwood’s unitholders.

The merger is subject to the satisfaction of a number of other conditions beyond the parties’ control that may prevent, delay or otherwise materially adversely affect the completion of the merger. These conditions include, among other things, Crestwood unitholder approval and the expiration or termination of any applicable waiting period under the HSR Act. Energy Transfer and Crestwood cannot predict with certainty whether and when any of these conditions will be satisfied. Any delay in completing the merger could cause the combined

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company not to realize, or delay the realization of, some or all of the benefits that the companies expect to achieve from the merger. In such context, the date on which Crestwood’s unitholders will receive the common unit merger consideration and preferred consideration is also uncertain.

Under the terms of the merger agreement, if the transaction will not close by December 31, 2023 (or the then-designated End Date), Energy Transfer is obligated to notify Crestwood as to as to whether or not Energy Transfer will agree to extend the M&A limitation covenant. If Energy Transfer declines to do so, Crestwood may extend the End Date for a period of at least 45 days and up to August 16, 2024, but will no longer enjoy the protection of the M&A limitation covenant. Without the protection of the M&A limitation covenant, Energy Transfer would be able to make acquisitions or create joint ventures that could jeopardize the ability of the parties to satisfy the closing conditions. Any such acquisitions or joint ventures could have a material adverse effect on the ability of the parties to consummate the merger.

Certain executive officers and directors of Crestwood have interests in the merger that are different from, or in addition to, the interests of Crestwood unitholders generally, which could have influenced their decision to support or approve the merger.

Certain executive officers and directors of Crestwood are parties to agreements or participants in other arrangements that give them interests in the merger that may be different from, or be in addition to, your interests as a Crestwood unitholder. The Crestwood board of directors was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the merger, in approving the merger agreement and the transactions contemplated thereby, and in recommending that the Crestwood unitholders vote in favor of the merger proposal, the advisory compensation proposal and the adjournment proposal. You should consider these interests in voting on the merger. We have described these different interests under “Proposal 1: The Merger—Interests of Crestwood’s Directors and Executive Officers in the Merger.”

Crestwood or Energy Transfer may waive one or more of the closing conditions without re-soliciting unitholder approval.

Crestwood or Energy Transfer may determine to waive, in whole or part, one or more of the conditions to closing the merger prior to Crestwood or Energy Transfer, as the case may be, being obligated to consummate the merger. Each of Crestwood and Energy Transfer expects to evaluate the materiality of any proposed waiver and its effect on its respective unitholders in light of the facts and circumstances at the time, to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the merger or to re-solicit unitholder approval or amending or supplementing this proxy statement/prospectus as a result of a waiver will be made by Crestwood or Energy Transfer at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement limits Crestwood’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that make it more difficult for Crestwood to sell its business to a party other than Energy Transfer. These provisions include the general prohibition on Crestwood soliciting any acquisition proposal (as defined in the section titled “The Merger Agreement—Non-Solicitation by Crestwood”) or offer for a competing transaction from a third party, and the requirement that Crestwood pay Energy Transfer a breakup fee of $96.0 million. In addition, even if the Crestwood board of directors receives a superior offer, it must, prior to accepting any offer from a competing bidder, provide Energy Transfer with the opportunity to amend the merger agreement such that the third-party offer no longer constitutes a superior offer. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Breakup Fee.” The foregoing may discourage a third party that might have an interest in acquiring all or a significant part of Crestwood from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher per unit value than the current proposed common unit merger consideration and preferred consideration.

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Furthermore, the breakup fee provisions may result in a potential competing acquiror proposing to pay a lower per unit price to acquire Crestwood than it might otherwise have proposed to pay.

Crestwood’s and Energy Transfer’s financial estimates are based on various assumptions that may not prove to be correct.

The financial estimates set forth in the forecast included under “Proposal 1: The Merger—Crestwood and Energy Transfer Unaudited Prospective Financial Information” are based on assumptions of, and information available to, Crestwood and Energy Transfer at the time they were prepared and provided to the Crestwood board of directors and its financial advisors. Crestwood and Energy Transfer cannot know whether such assumptions will prove correct. Any or all of such estimates may turn out to be wrong. Such estimates can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Crestwood’s and Energy Transfer’s control. Many factors discussed in, or in documents incorporated by reference into, this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Crestwood’s and Energy Transfer’s future results. As a result of these contingencies, actual future results may vary materially from Crestwood’s and Energy Transfer’s estimates. In view of these uncertainties, the inclusion of Crestwood’s financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecast results will be achieved.

Crestwood’s and Energy Transfer’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Energy Transfer and Crestwood undertake no obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Crestwood alone. Moreover, neither Energy Transfer’s nor Crestwood’s independent accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to Energy Transfer’s or Crestwood’s unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, Crestwood’s and Energy Transfer’s unaudited prospective financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so.

The opinion of Crestwood’s financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

The Crestwood board of directors received an opinion from its financial advisor, Evercore, in connection with the signing of the merger agreement but has not obtained any updated opinion from Evercore as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Energy Transfer or Crestwood, general market and economic conditions and other factors that may be beyond the control of Energy Transfer or Crestwood, and on which the Evercore’s opinion was based, may significantly alter the value of Energy Transfer or Crestwood or the prices of ET common units or Crestwood common units by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Crestwood does not currently anticipate asking Evercore to update its opinion, such opinion will not address the fairness of the exchange ratio from a financial point of view at the time the merger is completed or as of the date of this proxy statement/prospectus. The Crestwood board of directors’ recommendation that Crestwood unitholders vote in favor of the merger proposal, the advisory compensation proposal and the adjournment proposal, however, are made as of the date of this proxy statement/prospectus.

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A different set of factors and conditions than those that affect Crestwood unitholders affect ET unitholders and could have a negative impact on the ET common unit price following the closing of the merger.

Upon completion of the merger, Crestwood unitholders who receive ET common units or the new ET preferred units will become equityholders in Energy Transfer. The businesses of Energy Transfer and the other companies it has acquired and may acquire in the future are different in many respects from those of Crestwood. There is a risk that various factors, conditions and developments that would not affect the price of Crestwood common units or Crestwood preferred units could negatively affect the price of ET common units or the new ET preferred units. Accordingly, following the closing of the merger, the market price and performance of ET common units is likely to be different from that of the historical market price and performance of Crestwood common units. Please see the section titled “Cautionary Statement Regarding Forward-Looking Statements” for a summary of some of the key factors that might affect Energy Transfer and the prices at which ET common units may trade from time to time. Crestwood unitholders are also urged to read carefully the risk factors included in Energy Transfer’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this document.

Crestwood unitholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Crestwood unitholders currently have the right to vote in the election of the Crestwood board of directors and other matters affecting Crestwood. When the merger occurs, each Crestwood unitholder will become a unitholder of Energy Transfer with a percentage ownership of the combined company that is much smaller than such unitholder’s percentage ownership of Crestwood. For example, based on the number of ET common units and Crestwood common units and Crestwood preferred units outstanding as of September 8, 2023, Crestwood unitholders will own approximately 6.5% of the outstanding ET common units after the merger (which number would be 6.9% assuming all Crestwood preferred unitholders elect to convert their Crestwood preferred units into Crestwood common units). Energy Transfer unitholders are not entitled to elect the directors of Energy Transfer’s general partner. In addition, Energy Transfer unitholders have only limited voting rights on matters affecting Energy Transfer’s business and, therefore, limited ability to influence management’s decisions regarding its business. Because of this, Crestwood unitholders will have less influence on the management and policies of Energy Transfer than they have now on the management and policies of Crestwood.

ET common units to be received by Crestwood unitholders as a result of the merger will have different rights from Crestwood common units and, if applicable, Crestwood preferred units.

Following completion of the merger, Crestwood unitholders will no longer hold Crestwood units but will instead be unitholders of Energy Transfer. There are important differences between the rights of Crestwood unitholders and the rights of Energy Transfer unitholders. See “Comparison of Rights of Energy Transfer Common Unitholders, New ET Preferred Unitholders, Crestwood Common Unitholders and Crestwood Preferred Unitholders” for a discussion of the different rights associated with Crestwood common units and ET common units.

The trading price and volume of ET common units, which Crestwood common unitholders will receive in connection with the merger, may be volatile following the merger.

The trading price and volume of ET common units, which Crestwood common unitholders will receive in connection with the merger, may be volatile following completion of the merger. The equity markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of ET common units. As a result, Crestwood unitholders who receive ET common units may suffer a loss on their investment. Many factors may impair the market for ET common units following the merger and the ability of investors to sell units at an attractive price and could also cause the market price and demand for ET common units to fluctuate substantially

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following the merger, which may negatively affect the price and liquidity of ET common units following the merger. Many of these factors and conditions are beyond the control of Energy Transfer or Crestwood or their respective unitholders.

If the merger agreement is terminated, under certain circumstances, Crestwood may be obligated to pay a breakup fee to Energy Transfer. This cost could require Crestwood to seek loans or use Crestwood’s available cash that would have otherwise been available for operations, distributions or other general partnership purposes.

In certain circumstances, Crestwood may be obligated to pay a breakup fee to Energy Transfer of $96.0 million. If the merger agreement is terminated, the breakup fee required to be paid, if any, by Crestwood under the merger agreement may require Crestwood to seek loans or borrow amounts to enable it to pay these amounts to Energy Transfer. In either case, payment of these amounts would reduce the cash Crestwood has available for operations, distributions or other general partnership purposes. See “The Merger Agreement—Breakup Fee.”

The failure to successfully combine the businesses of Energy Transfer and Crestwood in the expected time frame may adversely affect Energy Transfer’s future results, which may adversely affect the value of the ET common units and new ET preferred units, as applicable, that Crestwood unitholders would receive in the merger.

The success of the merger will depend, in part, on the ability of Energy Transfer to realize the anticipated benefits from combining the businesses of Energy Transfer and Crestwood. To realize these anticipated benefits, Energy Transfer’s and Crestwood’s businesses must be successfully combined. If the combined company is not able to achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the merger.

Energy Transfer and Crestwood, including their respective subsidiaries, have operated and, until the completion of the merger, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with customers and employees after the merger or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Energy Transfer and Crestwood.

If a governmental authority asserts objections to the merger, Energy Transfer and Crestwood may be unable to complete the merger or, in order to do so, Energy Transfer and Crestwood may be required to comply with material restrictions or satisfy material conditions.

The closing of the merger is subject to the condition that there is no law, injunction, judgment or ruling by a governmental authority in effect enjoining, restraining, preventing or prohibiting the merger. Pursuant to the merger agreement, Energy Transfer and Crestwood each agreed to take any and all steps necessary to eliminate each and every impediment under any antitrust law, such as the HSR Act, that is asserted by any U.S. governmental authority, such as the Antitrust Division or the FTC, in order to facilitate the closing of the merger by the End Date, including, but not limited to, defending through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the closing of the merger from occurring on or prior to the End Date. However, Energy Transfer is not required to, nor is it obligated to agree to allow Crestwood to, nor is Crestwood, without Energy Transfer’s written consent, permitted to, (i) sell, divest, license, transfer or otherwise dispose of any businesses, assets, equity interest, product lines, or properties of any person, (ii) create, terminate, modify or amend any agreements,

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relationships, rights or obligations of any person, or (iii) accept any restriction on its freedom of action after the closing of the merger.

There can be no assurance as to the cost, scope or impact of the actions that may be required to address any governmental authority objections to the merger. If Energy Transfer or Crestwood takes such actions, it could be detrimental to it or to the combined company following the consummation of the merger. Furthermore, these actions could have the effect of delaying or preventing completion of the proposed merger or imposing additional costs on or limiting the revenue or cash available for distribution of the combined company following the consummation of the merger. See “The Merger—Regulatory Approvals.”

Additionally, state attorneys general or other state or local regulators could seek to block, rescind or challenge the merger as they deem necessary or desirable in the public interest at any time, including after completion of the merger. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin or rescind the merger, before or after it is completed. Energy Transfer and Crestwood may not prevail and may incur significant costs in defending or settling any action under the antitrust laws, including being required to divest assets or accept behavioral or other remedies in order to complete the merger.

The pendency of the merger could materially adversely affect the future business and operations of Crestwood or result in a loss of Crestwood employees.

In connection with the pending merger, it is possible that some customers, suppliers and other persons with whom Crestwood has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with Crestwood as a result of the merger, which could negatively impact revenues, earnings and cash flows of Crestwood, as well as the market price of Crestwood common units and Crestwood preferred units, regardless of whether the merger is completed. Similarly, current and prospective employees of Crestwood may experience uncertainty about their future roles with Energy Transfer and Crestwood following completion of the merger, which may materially adversely affect the ability of Crestwood to attract and retain key employees.

Energy Transfer and Crestwood will incur substantial transaction-related costs in connection with the merger, including fees paid to legal, financial and accounting advisors, filing fees and printing costs.

Energy Transfer and Crestwood expect to incur a number of non-recurring costs associated with negotiating and completing the merger, combining the operations of the two partnerships and achieving the desired synergies. These fees and costs have been, and will continue to be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additionally, while Energy Transfer and Crestwood have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs. Thus, any net benefit of the merger may not be achieved in the near term, the long term or at all.

Failure to complete the merger could negatively affect the price of Crestwood units and Crestwood’s future businesses and financial results.

If the merger is not completed, the ongoing business of Crestwood may be adversely affected and Crestwood will be subject to several risks and consequences, including the following:

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In addition, if the merger is not completed, Crestwood may experience negative reactions from the financial markets and from its customers and employees. Crestwood also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Crestwood to attempt to force it to perform its obligations under the merger agreement.

Energy Transfer and Crestwood may be subject to class action lawsuits relating to the merger, which could result in an injunction preventing the completion of the merger, substantial costs to Energy Transfer and Crestwood and/or materially adversely affect their business, financial condition and operating results.

Energy Transfer, Crestwood and their directors and officers may be subject to class action lawsuits relating to the merger and other additional lawsuits that may be filed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Crestwood’s and Energy Transfer’s liquidity and financial condition.

Lawsuits that may be brought against Energy Transfer, Crestwood or their respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the closing of the merger is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, then that injunction may delay or prevent the merger from being completed, which may adversely affect Crestwood’s and Energy Transfer’s business, financial position and results of operation.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Energy Transfer’s and Crestwood’s respective businesses, financial condition, results of operations and cash flows. As of September 8, 2023, Crestwood and Energy Transfer are unaware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the merger.

Crestwood unitholders are not entitled to appraisal or dissenters’ rights in connection with the merger.

Appraisal rights are statutory rights that enable unitholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the partnership pay the fair value for their units as determined by a court in a judicial proceeding instead of receiving the consideration offered to unitholders in connection with the applicable transaction. Under the Delaware Act and Crestwood Partnership Agreement, Crestwood unitholders will not have rights to an appraisal of the fair value of their Crestwood common units or Crestwood preferred units in connection with the merger. See “Summary—No Appraisal or Dissenters’ Rights.”

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If the merger, as well as the proposed amendments to the Crestwood Partnership Agreement resulting from the Preferred Consent Solicitation and become effective, such amendments may result in reduced liquidity for Crestwood preferred unitholders electing to receive new ET preferred units in the merger.

Although the merger agreement requires that new ET preferred units issued in connection with the merger be listed on the NYSE, there can be no assurance that such new ET preferred units will continue to be listed in the future. Also, if the proposed amendments to the Crestwood Partnership Agreement are approved in the Preferred Consent Solicitation and become effective, more Crestwood preferred unitholders may (i) convert their Crestwood preferred units into Crestwood common units prior to the completion of the merger or (ii) make a Redemption Election in connection with the consideration they elect to receive in the merger, which collectively would reduce the aggregate number of new ET preferred units that may be outstanding after the completion of the merger. As a result of any of the foregoing factors, the trading market for such new ET preferred units would become more limited than the existing trading market for Crestwood preferred units or the trading market for such units if the proposed amendments do not become effective. In addition, after the completion of the merger, Energy Transfer could elect to conduct one or more tender offers for the new ET preferred units, which would have the effect of further limiting the trading market for the new ET preferred units. A more limited trading market might adversely affect the liquidity and market price of such securities.

Tax Risks Related to the Merger

No ruling has been obtained with respect to the U.S. federal income tax consequences of the merger.

No ruling has been or will be requested from the Internal Revenue Service (the “IRS”) with respect to the U.S. federal income tax consequences of the merger. Each of Energy Transfer and Crestwood are relying on the opinions of their respective counsel as to the U.S. federal income tax consequences of the merger, and such opinions may not be sustained if challenged by the IRS. Please read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 115.

The expected U.S. federal income tax consequences of the merger are dependent upon Energy Transfer and Crestwood being treated as partnerships for U.S. federal income tax purposes.

The expected U.S. federal income tax consequences of the merger are dependent upon Energy Transfer and Crestwood being treated as partnerships for U.S. federal income tax purposes at the time of the merger. If either Energy Transfer or Crestwood were treated as a corporation for U.S. federal income tax purposes at the time of the merger, the consequences of the merger would be materially different. If Energy Transfer were to be treated as a corporation for U.S. federal income tax purposes, the merger would likely be a fully taxable transaction to Crestwood unitholders. For additional information, please read the section titled “Material U.S. Federal Income Tax Consequences of the Merger—Assumptions Related to the U.S. Federal Income Tax Treatment of the Merger” beginning on page 117.

Crestwood unitholders could recognize taxable income, gain or loss for U.S. federal income tax purposes, in certain circumstances, as a result of the merger.

For U.S. federal income tax purposes, (i) any Crestwood preferred unitholder who receives cash pursuant to a Redemption Election should be treated as selling a portion of its Crestwood preferred units to Energy Transfer for cash prior to the merger, and (ii) Crestwood should be deemed to contribute all of its assets to Energy Transfer in exchange for the merger consideration (other than cash paid pursuant to any Redemption Elections) and the assumption of Crestwood’s liabilities and (iii) Crestwood should then be deemed to make a liquidating distribution of such merger consideration to the Crestwood unitholders in respect of their Crestwood common units and remaining Crestwood preferred units.

A deemed receipt of cash by Crestwood as a result of Energy Transfer’s deemed assumption of Crestwood’s liabilities could give rise to the recognition of taxable gain by Crestwood, and any such taxable gain would be

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allocated to the Crestwood unitholders pursuant to the Crestwood Partnership Agreement. Crestwood expects that the deemed receipt of cash by Crestwood will qualify for one or more exceptions to sale treatment. Please read the section titled “Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger to Crestwood.”

In addition, as a result of the merger, Crestwood unitholders who receive ET common units or new ET preferred units, as applicable, will become partners of Energy Transfer for U.S. federal income tax purposes and Crestwood unitholders who receive ET common units may be allocated a share of Energy Transfer’s nonrecourse liabilities. Each Crestwood unitholder will be treated as receiving a deemed cash distribution equal to the excess, if any, of such Crestwood unitholder’s share of nonrecourse liabilities of Crestwood immediately before the merger over such Crestwood unitholder’s share of nonrecourse liabilities of Energy Transfer immediately following the merger. If the amount of any deemed cash distribution received by such Crestwood unitholder exceeds such Crestwood unitholder’s basis in its Crestwood units, such Crestwood common unitholder will recognize gain in an amount equal to such excess. While there can be no assurance, Crestwood and Energy Transfer expect that most Crestwood unitholders will not recognize gain in this manner.

Further, the contribution of property or cash by a partner to a partnership in exchange for a new or additional interest in such partnership generally will not result in the recognition of gain or loss by such partner. However, under Section 707 of the Code and the Treasury Regulations promulgated thereunder, a contribution of cash or other property by a partner to a partnership and a transfer of property (other than an interest in such partnership) by the partnership to such partner, may, in certain circumstances, be characterized, in whole or in part, as a “disguised sale” of property by the partnership to the partner, rather than as a non-taxable distribution of such property by the partnership. For example, if a partner contributes cash to a partnership, and within a reasonable period of time before or after the contribution receives a distribution of property (other than an interest in such partnership) with a value approximately equal to the cash contributed, the transfers may be treated as part of a “disguised sale” of the distributed property. As a result, contributions of cash or other property to Crestwood on or after the date of the merger agreement and prior to the effective time of the merger may be treated as part of a “disguised sale” of a portion of the ET units received in the merger and may result in taxable gain to Crestwood. Any such taxable gain would be allocated to the Crestwood unitholders pursuant to the Crestwood Partnership Agreement.

The amount and effect of any gain that may be recognized by a Crestwood unitholder will depend on such Crestwood unitholder’s particular situation, including the ability of such Crestwood unitholder to utilize any suspended passive losses. Although likely not intended, due to uncertainty in applying new withholding rules, it is possible that non-U.S. persons may be subject to withholding with respect to the receipt of ET common units or new ET preferred units in the merger. Crestwood unitholders are urged to consult their tax advisor for a full understanding of the U.S. federal, state, local and non-U.S. tax consequences of the merger to them.

For a more detailed discussion, please see “Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger to Crestwood Unitholders.”

Tax Risks Related to Owning ET Common Units and New ET Preferred Units Following the Merger

Certain tax consequences of the ownership of new ET preferred units are uncertain.

The tax treatment of distributions on new ET preferred units is uncertain. Energy Transfer will treat distributions on the new ET preferred units as distributions to a partner. Energy Transfer intends to treat new ET preferred unitholders as receiving an allocable share of gross income from Energy Transfer equal to their cash distributions, to the extent Energy Transfer has sufficient gross income to make such allocations of gross income. In the event there is not sufficient gross income to match such distributions, the distributions on the new ET preferred units would reduce the capital accounts of the new ET preferred units, requiring a subsequent allocation of income or gain to provide the new ET preferred units with their liquidation preference, if possible. However, if the IRS were to determine that such distributions were guaranteed payments for the use of capital, the distributions would generally be taxable to each of the new ET preferred unitholders as ordinary income and the new ET preferred

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unitholders would recognize taxable income from the accrual of such a guaranteed payment (even in the absence of a contemporaneous cash distribution). If the new ET preferred units are not treated as partnership interests, they would likely constitute indebtedness for U.S. federal income tax purposes, and distributions on the new ET preferred units would likely be treated as payments of interest by Energy Transfer to new ET preferred unitholders.

A new ET preferred unitholder will be required to recognize gain or loss on a sale of new ET preferred units equal to the difference between the amount realized by such holder and such holder’s tax basis in the new ET preferred units sold. The amount realized will generally equal the sum of the cash and the fair market value of other property such holder receives in exchange for such new ET preferred units. Gain or loss recognized by a holder of new ET preferred units on the sale or exchange of new ET preferred units held for more than one year will generally be taxable as long-term capital gain or loss. Because new ET preferred unitholders will generally not be allocated a share of Energy Transfer’s items of depreciation, depletion or amortization, it is not anticipated that such holders would be required to recharacterize any portion of their gain as ordinary income as a result of the recapture rules.

Please see “Material U.S. Income Tax Consequences of ET Unit Ownership—Tax Consequences of Unit Ownership—Treatment of Distributions,” “—Tax Consequences of Unit Ownership—Basis of Units” and “—Recognition of Gain or Loss on Redemption of New ET Preferred Units.”

Investment in the new ET preferred units by non-U.S. persons and tax-exempt investors, such as employee benefit plans and individual retirement accounts (“IRAs”) raises issues unique to them. The IRS may determine that distributions on the new ET preferred units constitute guaranteed payments for the use of capital. The treatment of guaranteed payments for the use of capital to tax-exempt investors is not certain and such payments may be treated as unrelated business taxable income for U.S. federal income tax purposes. Distributions to non-U.S. holders of new ET preferred units will be subject to withholding taxes. If the amount of withholding exceeds the amount of U.S. federal income tax actually due, non-U.S. new ET preferred unitholders may be required to file U.S. federal income tax returns in order to seek a refund of such excess. If you are a non-U.S. person or tax-exempt entity, you should consult your tax advisor with respect to the consequences of owning the new ET preferred units. Please see “Material U.S. Income Tax Consequences of ET Unit Ownership—Tax-Exempt Organizations and Other Investors.”

Energy Transfer, Crestwood or certain subsidiaries of Crestwood may engage in transactions that cause former Crestwood unitholders to be subject to taxation in a different manner than other ET unitholders.

In connection with the merger, Energy Transfer, Crestwood, or certain subsidiaries of Crestwood may undertake restructuring transactions. These transactions could require Energy Transfer to allocate items of gain or loss realized on property contributed to Energy Transfer in the merger solely to former Crestwood unitholders in respect of the ET units received in the merger. As a result, former Crestwood unitholders could be treated differently from holders of pre-merger ET units for U.S. federal income tax purposes, and no special distributions will be made to former Crestwood unitholders with respect to any tax liability for such transactions. Please see “Material U.S. Federal Income Tax Consequences of ET Unit Ownership—Tax Consequences of Unit Ownership—Allocation of Income, Gain, Loss and Deduction.”

Holders of ET units received in the merger will generally be subject to the tax risks that apply to existing ET unitholders.

Following the merger, in addition to the risks described above, for U.S. federal income tax purposes, holders of ET units received in the merger will continue to be subject to the risks that holders of ET units are currently subject to, which are described in Energy Transfer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” about Energy Transfer and Crestwood that are subject to risks and uncertainties. All statements other than statements of historical fact included in this document are forward-looking statements. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may,” “could,” “will,” “predict,” “potential,” “should,” “would,” “seek,” or similar expressions help identify forward-looking statements.

Except for their respective obligations to disclose material information under U.S. federal securities laws, neither Energy Transfer nor Crestwood undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this document, or to report the occurrence of unanticipated events.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

In addition, the acquisition of Crestwood by Energy Transfer is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the merger agreement, the possibility that the merger does not close, risks that the proposed acquisition disrupts current plans and operations and business relationships or poses difficulties in attracting or retaining employees, the possibility that the costs or difficulties related to the integration of the two companies will be greater than expected and the possibility that the anticipated benefits from the merger cannot or will not be fully realized.

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All written and oral forward-looking statements attributable to Energy Transfer or Crestwood or persons acting on behalf of Energy Transfer or Crestwood are expressly qualified in their entirety by such factors. For additional information with respect to these factors, please see the section titled “Where You Can Find More Information.”

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INFORMATION ABOUT THE COMPANIES

Energy Transfer LP

Energy Transfer is a publicly-traded Delaware limited partnership owning and operating a diversified portfolio of energy assets. Energy Transfer’s core operations include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, NGLs and refined product transportation and terminalling assets; and NGL storage and fractionation. Energy Transfer also owns Lake Charles LNG Company, as well as limited partner interests in and the general partner interests of the publicly-traded master limited partnerships, Sunoco LP and USA Compression Partners, LP.

Energy Transfer’s executive offices are located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and its telephone number is (214) 981-0700.

Crestwood Equity Partners LP

Crestwood, a Delaware limited partnership formed in March 2001, is a master limited partnership that develops, acquires, owns or controls, and operates primarily-fee based assets and operations within the energy midstream sector. Headquartered in Houston, Texas, Crestwood provides broad-ranging infrastructure solutions across the value chain to service premier liquids-rich natural gas and crude oil shale plays across the United States. Crestwood owns and operates a diversified portfolio of NGL, crude oil, natural gas and produced water gathering, processing, storage, disposal and transportation assets that connect fundamental energy supply with energy demand across North America. Crestwood’s common units representing limited partner interests are listed on the NYSE under the symbol “CEQP” and its preferred units representing limited partner interests are listed on the NYSE under the symbol “CEQP-P.”

Crestwood is a holding company. All of Crestwood’s consolidated operating assets are owned by or through its wholly owned subsidiary, Crestwood Midstream Partners LP, a Delaware limited partnership.

Crestwood’s principal executive offices are located at 811 Main Street, Suite 3400, Houston, Texas 77002, and its telephone number is (832) 519-2200.

Pachyderm Merger Sub, LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Energy Transfer. Merger Sub was formed on August 11, 2023 solely for the purpose of consummating the merger and has no operating assets. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Merger Sub’s principal executive offices are located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and its telephone number is (214) 981-0700.

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SPECIAL MEETING OF CRESTWOOD UNITHOLDERS

This section contains information about the special meeting of Crestwood unitholders that has been called, among other reasons, to approve and adopt the merger agreement and the transactions contemplated thereby and to approve, on an advisory (non-binding) basis, specified compensation that may be received by Crestwood’s named executive officers in connection with the merger. This document is being furnished to Crestwood unitholders in connection with the solicitation of proxies by the Crestwood board of directors to be used at the special meeting. Crestwood is first mailing this document and the enclosed proxy card on or about                  , 2023.

Date, Time and Place of the Special Meeting

A virtual special meeting of Crestwood unitholders will be held at www.virtualshareholdermeeting.com/CEQP2023SM on                 , 2023, starting at                  a.m., central time (unless it is adjourned or postponed to a later date).

The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/CEQP2023SM, where Crestwood unitholders will be able to participate and vote online during the special meeting. Crestwood encourages its unitholders to access the meeting 15 minutes prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus. This proxy statement/prospectus is first being mailed to Crestwood’s unitholders on or about                 , 2023.

Participating in the Special Meeting

All Crestwood unitholders as of the close of business on the record date are invited to attend the special meeting virtually. Persons who are not Crestwood unitholders may attend only if invited by Crestwood.

To be admitted to the special meeting at www.virtualshareholdermeeting.com/CEQP2023SM, unitholders must enter the 16-digit control number found on their proxy card or voting instruction form. Once properly admitted to the special meeting, unitholders of record as of the record date may vote their units by following the instructions available on the meeting website during the meeting and may also view the complete list of unitholders entitled to vote at the special meeting. Technical support will be available on the virtual meeting website beginning 15 minutes prior to the start of the special meeting. The technical support offered through this service is designed to address difficulties related to the virtual meeting website, and it is recommended that you contact your bank, broker or other nominee should you be unable to locate your 16-digit control number.

Crestwood unitholders may submit questions during the special meeting. As part of the special meeting, Crestwood will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the special meeting procedures which are pertinent to Crestwood and the meeting matters, as time permits. Questions may be submitted during the special meeting through www.virtualshareholdermeeting.com/CEQP2023SM. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Regardless of whether you plan to participate in the special meeting, it is important that your Crestwood units be represented and voted at the special meeting. Accordingly, we encourage you to vote in advance of the special meeting.

We encourage you to access the meeting 15 minutes prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Purpose of the Special Meeting

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Recommendation of the Crestwood Board of Directors

The Crestwood board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Crestwood and its unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) resolved to recommend adoption of the merger agreement by the Crestwood unitholders and (v) directed that the merger agreement be submitted to the Crestwood unitholders for adoption. In addition, the Crestwood board of directors recommends that the Crestwood unitholders vote to approve, on an advisory (non-binding) basis, specified compensation that may be received by Crestwood’s named executive officers in connection with the merger and to approve any adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger proposal.

Crestwood unitholders should carefully read this document in its entirety for more detailed information concerning the merger agreement and the transactions contemplated thereby. In particular, Crestwood unitholders are directed to the merger agreement, which is attached hereto as Annex A.

Record Date; Unitholders Entitled to Vote; Outstanding Units Held

The Crestwood board of directors has designated the close of business on                , 2023 as the “record date” that will determine the unitholders who are entitled to receive notice of, and to vote at, the special meeting or at any adjournment or postponement of the special meeting. Only holders of record at the close of business on the record date are entitled to vote at the special meeting. At the close of business on the record date, there were (i)                  Crestwood common units outstanding, held by approximately                  holders of record and (ii)                  Crestwood preferred units outstanding, held by approximately                 holders of record. Each Crestwood common unitholder is entitled to one vote per Crestwood common unit held. Each Crestwood preferred unitholder is entitled to a number of votes equal to the number of votes such holder would have had if all Crestwood preferred units held by such holder had been converted into Crestwood common units as of the record date. As of the date hereof, the Crestwood preferred units are convertible into Crestwood common units on a 10-for-1 basis. As a result, each Crestwood preferred unitholder will have one vote for every ten Crestwood preferred units held as of the record date. There are no other classes of Crestwood units outstanding that are entitled to vote at the special meeting. Accordingly, the total number of units entitled to vote at the special meeting, giving effect to the Crestwood preferred units, on an as-converted basis, is                 .

A complete list of Crestwood unitholders of record who are entitled to vote at the special meeting will be available for a period of at least ten days prior to the special meeting. If you would like to inspect the list of Crestwood unitholders of record, please call the Investor Relations department at (832) 519-2200 to schedule an appointment or request access. A certified list of eligible Crestwood unitholders will be available for inspection during the special meeting at www.virtualshareholdermeeting.com/CEQP2023SM by entering the 16-digit control number provided on your proxy card or voting instruction form.

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Quorum

A “quorum” shall consist of the holders of record of a majority of the issued and outstanding Crestwood common units and Crestwood preferred units, on an as-converted basis, present online or by proxy at the special meeting. There must be a quorum for the special meeting to be held. If you submit a timely, properly executed proxy or voting instruction form, then you will be considered part of the quorum so long as your units are voted on at least one item of business, other than a procedural motion. Abstentions will be counted for purposes of determining whether there is a quorum at the special meeting. Because it is expected that all of the matters to be voted on at the special meeting will be non-routine under NYSE rules, brokers will not have discretionary authority to vote on any such proposal; therefore, if you do not provide voting instructions to your bank, broker or other nominee, your units will not count towards determining whether a quorum is present and your units will not be voted on any of the proposals.

Failure to Vote; Abstentions

An abstention occurs when a unitholder is present for purposes of a quorum by virtually attending the special meeting and either does not vote or submits a ballot marked “abstain.” An abstention also occurs when a unitholder does not attend the special meeting and instead submits a proxy with an “abstain” instruction. Abstentions will be counted for purposes of determining whether there is a quorum at the special meeting.

The failure of any Crestwood unitholder to submit a vote (e.g., by not submitting a proxy or not voting online) and any abstention by a Crestwood unitholder will have the same effect as a vote “AGAINST” each of the merger proposal and the advisory compensation proposal. In addition, abstentions are counted as units present and entitled to vote and will have the same effect as votes “AGAINST” the adjournment proposal.

Broker Non-Votes

Under the rules that govern brokers who have record ownership of units that they hold in street name for their clients who are the beneficial owners of the units, brokers have the discretion to vote such units on routine matters, but not on non-routine matters absent direction from the unitholder, including the merger proposal, the advisory compensation proposal and the adjournment proposal. Broker non-votes occur when units held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the beneficial owner, and (2) the broker lacks the authority to vote the units at his or her discretion. Because it is expected that all of the matters to be voted on at the special meeting will be non-routine under NYSE rules, brokers will not have discretionary authority to vote on any such proposal; therefore, if you do not provide voting instructions to your bank, broker or other nominee, your units will not count towards determining whether a quorum is present and your units will not be voted on any of the proposals.

Because approval of the merger proposal and the advisory compensation proposal requires the affirmative vote of at least a majority of the outstanding Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class, a broker non-vote will have the same effect as a vote “AGAINST” approval of the merger proposal and the advisory compensation proposal. Because approval of the adjournment proposal requires the affirmative vote of a majority of the Crestwood common units, and Crestwood preferred units, on an as-converted basis, voting as a single class, present online or by proxy at the special meeting, a broker non-vote will have no effect on the approval of the adjournment proposal.

Required Vote

The merger proposal must be approved and adopted by the affirmative vote of the holders of a majority of the outstanding Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class. Any failure to vote, abstention or broker non-vote will have the same effect as a vote “AGAINST” the merger proposal.

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Approval of the advisory vote on the advisory compensation proposal requires the affirmative vote of the holders of a majority of the Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class. Any failure to vote, abstention or broker non-vote will have the same effect as a vote “AGAINST” the advisory compensation proposal.

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class, present online or by proxy at the special meeting. Abstentions will have the same effect as a vote “AGAINST” a proposal to adjourn the special meeting. Broker non-votes will have no effect on the adjournment proposal.

Units Beneficially Owned by Directors and Executive Officers

As of September 8, 2023, the members of the Crestwood board of directors and executive officers of Crestwood beneficially owned an aggregate of 5,965,970 Crestwood common units and zero Crestwood preferred units. These units represent in total approximately 5.3% of the total voting power of Crestwood’s voting securities on an as-converted basis.

Proxies

You may vote online at the special meeting or by submitting a proxy. Please submit your proxy even if you plan to attend the special meeting. If you attend the special meeting, you may vote online, thereby canceling any proxy previously given.

Voting instructions are included on your proxy card. If you properly give your proxy and submit it to Crestwood in time for it to be voted, one of the individuals named as your proxy will vote your units as you have directed. You may vote for or against the proposals or abstain from voting.

Units Held in Street Name

Crestwood unitholders who hold Crestwood common units or Crestwood preferred units in a brokerage account or through a bank, broker or other nominee (“street name” unitholders) who wish to vote at the special meeting should be provided a 16-digit control number or voting instruction form by the bank, broker or other nominee that holds their units. If you are a street name unitholder and this has not occurred, contact the bank, broker or other nominee that holds your units of record. A number of banks and brokerage firms participate in a program that also permits “street name” unitholders to direct their vote by telephone or over the Internet. If your units are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of these units by telephone or over the Internet by following the voting instructions enclosed with the voting instruction form from the bank or brokerage firm. The Internet and telephone procedures are designed to authenticate unitholders’ identities, to allow unitholders to give their voting instructions and to confirm that those instructions have been properly recorded. Votes directed by telephone or over the Internet through such a program must be received by 11:59 p.m. Central Time (CT), on                     , 2023. Directing the voting of your units will not affect your right to vote at the special meeting if you decide to attend the special meeting; however, you must use the 16-digit control number set forth on the voting instruction form received from your bank, broker or other nominee to vote your shares held in “street name” at the special meeting. Voting at the special meeting using the 16-digit control number set forth on the voting instruction form received from your bank, broker or other nominee prior to the deadline described above will automatically cancel any voting directions you have previously given by telephone or over the Internet with respect to your shares.

Absent specific instructions from you, your bank, broker or other nominee is not empowered to vote your Crestwood common units or Crestwood preferred units at the special meeting. Because it is expected that all of the matters to be voted on at the special meeting will be non-routine under NYSE rules, brokers will not have discretionary authority to vote on any such proposal; therefore, if you do not provide voting instructions to your bank, broker or other nominee, your units will not count towards determining whether a quorum is present and your units will not be voted on any of the proposals.

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How to Submit Your Proxy

By Mail: To submit your proxy by mail, simply mark your proxy, date and sign it, and if you are a record holder of Crestwood common units or Crestwood preferred units, return it in the postage-paid envelope provided. If the envelope is missing, please address your completed proxy card to the address on your proxy card. If you are a beneficial owner, please refer to your voting instruction form provided to you by your bank, broker, custodian or record holder.

By Telephone: If you are a Crestwood unitholder of record, you can submit your proxy by telephone by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day and will be accessible until 12:00 a.m. Eastern time on                 , 2023. Easy-to-follow voice prompts allow you to submit your proxy and confirm that your instructions have been properly recorded. If you are a beneficial owner, please refer to your voting instruction form provided by your bank, broker, custodian or record holder for information on whether telephone voting is offered. If you submit your proxy by telephone you do not need to return your proxy card. If you are located outside the United States, Canada and Puerto Rico, please read your proxy card or other materials for additional instructions.

By Internet: You can also choose to submit your proxy online at www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 12:00 a.m. Eastern time on                 , 2023. If you are a beneficial owner, please refer to your voting instruction form provided by your bank, broker, custodian or record holder for information on whether internet voting is offered. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. If you submit your proxy on the internet, you do not need to return your proxy card.

Revoking Your Proxy

If you submit a completed proxy card with instructions on how to vote your Crestwood common units or Crestwood preferred units and then wish to revoke your instructions, you should submit a written notice of revocation to Crestwood GP as soon as possible. You may revoke your proxy by internet, telephone or mail at any time before it is voted by:

Adjournments and Postponements

Any adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger proposal requires the affirmative vote of the holders of a majority of the Crestwood common units and Crestwood preferred units, on an as-converted basis, voting as a single class, present online or by proxy at the special meeting. No notice of the adjourned special meeting will be given so long as the time and place to which the special meeting is adjourned are announced at the special meeting at which the adjournment is taken, the adjournment is for no more than 45 days, a new record date is not fixed and, at the adjourned special meeting, only such business is transacted as might have been transacted at the original special meeting.

In addition, at any time prior to convening the special meeting, the special meeting may be postponed without the approval of Crestwood unitholders. If postponed, Crestwood will publicly announce the new meeting date. Similar to adjournments, any postponement of the special meeting for the purpose of soliciting additional proxies will allow Crestwood unitholders who have already sent in their proxies to revoke them at any time prior to their use.

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Inspector of Election

The Crestwood board of directors has appointed a representative of Broadridge Investor Communication Solutions to act as the inspector of election at the special meeting.

Proxy Solicitation

Energy Transfer and Crestwood will each bear their own costs related to the merger and the retention of any information agent or other service provider in connection with the merger, except for the expenses incurred in connection with the filing, printing and mailing of this document, which will be borne by Energy Transfer. This proxy solicitation is being made by Crestwood on behalf of the Crestwood board of directors. Crestwood has hired Innisfree M&A Incorporated to assist in the solicitation of proxies. Innisfree M&A Incorporated may solicit proxies by personal interview, mail, telephone and electronic communications. We will pay $45,000 for additional proxy solicitation services. In addition to this mailing, solicitations may also be made by personal interview, mail, telephone and electronic communications by directors, officers or employees of Crestwood or its affiliates without additional compensation.

Householding of Special Meeting Materials

Unless Crestwood has received contrary instructions, Crestwood may send a single copy of this proxy statement/prospectus to any household at which two or more unitholders reside if Crestwood believes the unitholders are members of the same family. Each unitholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce Crestwood’s expenses.

If you would like to revoke your consent to householding and in the future receive your own set of proxy materials, or if your household is currently receiving multiple copies of the same items and you would like in the future to receive only a single copy at your address, please contact Investor Relations at (832) 519-2200, or write to Crestwood Equity Partners LP, 811 Main Street, Suite 3400, Houston, Texas 77002, and indicate your name, the name of each of your brokerage firms or banks where your common units are held and your account numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will also have an opportunity to opt in or opt out of householding by contacting your bank or broker.

Other Business

The Crestwood board of directors is not currently aware of any business to be acted upon at the special meeting other than the matters described in this document. If, however, other matters are properly brought before the special meeting, the persons appointed as proxies will have discretion to vote or act on those matters as in their judgment is in the best interest of Crestwood and its unitholders.

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PREFERRED CONSENT SOLICITATION

Separately from the solicitation of votes pursuant to the accompanying proxy statement/prospectus, at the direction of Energy Transfer pursuant to certain provisions of the merger agreement (see “The Merger Agreement—Other Covenants and Agreements”), Crestwood is also soliciting consents from Crestwood preferred unitholders to amend certain terms of the Crestwood Partnership Agreement relating to the Crestwood preferred units proposed by Energy Transfer pursuant to the merger agreement. The purpose of the Preferred Consent Solicitation is to (i) increase the cash redemption price for the Crestwood preferred units in connection with a cash redemption election in the merger, and (ii) conform certain terms of the Crestwood preferred units with Energy Transfer’s other outstanding series of preferred units in order to simplify its capital structure following the merger. The Preferred Consent Solicitation is being conducted by Crestwood pursuant to a proxy statement on Schedule 14A filed by Crestwood with the Securities and Exchange Commission on                 , 2023 and mailed to the Crestwood preferred unitholders on or about the same date. Pursuant to the Preferred Consent Solicitation, Crestwood is seeking to amend the Crestwood Partnership Agreement as follows:

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If the requisite consents are obtained in the Preferred Consent Solicitation, the adoption of the proposed amendments will be conditioned on the satisfaction or waiver of the conditions to the closing of the merger. If the Pre-Merger Special Distribution is declared and paid prior to the closing of the merger, the amendments to the Crestwood Partnership Agreement would not impact the Pre-Merger Special Distribution. If such amendments are adopted (i) the terms of any new ET preferred units issued to the Crestwood preferred unitholders electing to receive such units in the merger will be substantially similar to the terms of the Crestwood preferred units as so amended and (ii) the redemption price payable to the Crestwood preferred unitholders who make a Redemption Election will be $                 per Crestwood preferred unit. The merger is not conditioned upon Crestwood obtaining the requisite consents to amend the terms of the Crestwood Partnership Agreement in the Preferred Consent Solicitation. If the requisite consent in the Preferred Consent Solicitation is not obtained, the current terms of the Crestwood Partnership Agreement, including all of the terms of the Crestwood preferred units, will remain unchanged. For additional information, Crestwood preferred unitholders should read the Crestwood Consent Solicitation Statement.

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PROPOSAL 1: THE MERGER

Effects of the Merger

Upon satisfaction or waiver of the conditions to closing in the merger agreement, on the closing date, Crestwood will merge with and into Merger Sub, a wholly owned subsidiary of Energy Transfer formed for the purpose of effecting the merger, with Merger Sub surviving the merger as a direct wholly owned subsidiary of Energy Transfer. At the effective time, (i) each Crestwood common unit issued and outstanding immediately prior to the effective time (other than Excluded Units (as defined in the merger agreement)) will be converted into the right to receive 2.07 ET common units and (ii) each Crestwood Class A unit issued and outstanding immediately prior to the effective time will be converted into the right to receive 1.828 Energy Transfer Class B units.

In addition, each Crestwood preferred unit outstanding immediately prior to the effective time will, at the election of the Crestwood preferred unitholder, in accordance with the Crestwood Partnership Agreement, (i) convert into Crestwood common units, at the then-applicable Conversion Ratio (as defined in the Crestwood Partnership Agreement, currently one Crestwood common unit for 10 Crestwood preferred units), subject to the payment of any accrued but unpaid distributions prior to the effective time, (ii) convert into new ET preferred units or (iii) be redeemed in exchange for cash or Crestwood common units, at the sole discretion of Crestwood GP, at a price of (x) $9.218573 per Crestwood preferred unit or (y) if the requisite consents are obtained in connection with the Preferred Consent Solicitation, $                 per Crestwood preferred unit, in each case, plus accrued and unpaid distributions to the date of such redemption.

Crestwood preferred unitholders that receive Crestwood common units pursuant to the foregoing clauses (i) or (iii) will be entitled to receive the common unit merger consideration at the effective time. If no election is made by a holder of Crestwood preferred units, such holder will be deemed to have elected to receive new ET preferred units. Crestwood has agreed to cause Crestwood GP to elect to pay cash for any Crestwood preferred units whose holders have elected to have such Crestwood preferred units redeemed pursuant to a Redemption Election as described in clause (iii) above.

Crestwood will take all actions as may be necessary so that at the effective time, each outstanding award of restricted units and performance units of Crestwood will be treated as described in “The Merger Agreement—Crestwood Employee Equity-Based Awards.”

Background of the Merger

The terms of the merger are the result of arm’s length negotiations between Energy Transfer and Crestwood. The following is a summary of the events leading up to the signing of the merger agreement and the key meetings, negotiations, discussions and actions by and between Energy Transfer and Crestwood and their respective advisors that preceded the public announcement of the acquisition.

As part of Crestwood’s ongoing strategic planning process, the Crestwood board of directors, together with Crestwood management, regularly reviews and assesses Crestwood’s long-term strategic plans and goals, opportunities, overall industry trends, the competitive environment in which Crestwood operates and Crestwood’s short- and long-term performance. As part of these reviews, the Crestwood board of directors, with the assistance of Crestwood’s advisors, considered whether various strategic actions, including business combination transactions, would be in the best interests of Crestwood and would enhance value for Crestwood unitholders.

At Crestwood’s August 2019 strategic offsite meeting with the Crestwood board of directors, Crestwood management provided the Crestwood board of directors with a detailed review of the midstream and upstream industry trends, capital markets movements, and key drivers of long-term value including (i) operational and

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financial scale, (ii) balance sheet strength and flexibility, (iii) vertical integration of the midstream value chain, (iv) free cash flow and distributable cash flow per unit growth, and (v) a track record of generating strong returns on invested capital. In connection with this review, Crestwood management also discussed the current and expected future environment for mergers, acquisitions, divestitures, reorganizations and joint ventures, including a list of potential acquisition candidates for Crestwood. Additionally, Crestwood analyzed the candidates of companies and partnerships which might ultimately acquire Crestwood and the merits and considerations for each counterparty including scale, absolute and relative valuation, commercial and operational fit, corporate structure and synergy potential. The ultimate strategic conclusions of the August 2019 strategic board meeting were that developing industry and market trends were very likely to lead to further consolidation in the midstream sector and Crestwood’s short-term and long-term strategies should be focused on enhancing its competitive position to participate in longer-term industry consolidation.

Over the course of 2019 through 2022, Crestwood management, together with its board of directors, undertook multiple strategic and financial steps that it believed would strengthen Crestwood’s competitive position in the marketplace, enhance long-term value for unitholders and better position Crestwood for future participation in industry consolidation. Such actions included regional acquisitions in the Williston Basin and Delaware Basin to increase operational and financial scale in its core operating areas, as well as acquisitions of the non-operating equity interests from joint venture partners in both the Powder River Basin and Delaware Basin. Further, to maintain balance sheet strength and flexibility and further streamline its business portfolio, Crestwood divested non-core, lower-growth, gathering and processing assets in the Barnett Shale and Marcellus Shale and its joint venture interests in natural gas storage assets in the Northeast and South Texas. Lastly, to enhance corporate governance and create better alignment with unitholders, Crestwood acquired its general partner interest from First Reserve and transformed its governance structure to a publicly-elected board of directors.

In addition to the strategic steps executed on over the course of 2019 to 2022, Crestwood management together with its board of directors, also evaluated several larger strategic transactions with other publicly-traded midstream corporations and partnerships. Beginning in the third quarter of 2020, Crestwood’s management and board of directors evaluated a business combination in which a larger, publicly-traded midstream company would spin out its sizable gathering and processing assets from its broader portfolio of midstream assets and merge those gathering and processing assets into Crestwood. This transaction structure was discussed to varying degrees with three separate counterparties, all of which were large North American oil and gas infrastructure companies. One party, Party A, took interest in progressing its evaluation of the potential transaction, and Crestwood and Party A executed a confidentiality agreement in mid-2020 to exchange certain confidential information on customary terms. Such confidentiality agreement did not include a standstill provision. After several months of evaluation and discussions between both parties, Party A elected to terminate discussions regarding the potential transaction after having reviewed the transaction with its board of directors and determining the transaction was not aligned with its overall strategic objectives. Additionally, in June of 2021, Crestwood management held a meeting with the management team of the general partner of Party B, a large, publicly-traded gathering and processing partnership, to discuss the merits of a potential business combination. Both parties agreed to evaluate the potential transaction further based on publicly available information and both Crestwood and the general partner of Party B continued discussions for several months. Ultimately, the general partner of Party B informed Crestwood that Party B did not have interest in pursuing a transaction with Crestwood at that time.

Over the course of 2022 at Crestwood’s regularly scheduled meetings with its board of directors, Crestwood management provided updates on its outlook for the industry and financial markets and continued to progress its views on the rationale for consolidation as a potential path to enhance unitholder value. As a part of those discussions, Crestwood management and its board of directors discussed the completion of its multi-year strategic repositioning of Crestwood to enhance scale and concentration in its core operating areas in the Williston, Delaware, and Powder River basins as well as focusing its supply and logistics group predominantly on the transportation, storage and marketing of natural gas liquids for select demand markets in Crestwood’s

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regional service areas. Crestwood management highlighted the risks and opportunities embedded in its concentrated gathering and processing portfolio and discussed the business merits of expanding its service offerings further down the midstream value chain to gain more connectivity to ultimate demand markets. Additionally, Crestwood management provided detailed reviews of the debt and equity capital markets, including periodic updates regarding Crestwood’s cost of capital and increasing interest rates as well as the continuing limitations for companies like Crestwood to access the public equity markets in any scale. Additionally, Crestwood management and the board of directors from time to time discussed the private equity markets and other alternative sources of structured equity capital citing some of the limiting factors and strategic considerations to seeking those forms of capital for growth opportunities. As a result of limited access to cost effective capital, Crestwood management and its board of directors discussed the challenges of pursuing additional growth opportunities and alternative potential paths to long-term value creation including potential business combination transactions. On multiple occasions, including during its regularly scheduled meetings in August and November of 2022, Crestwood management reviewed with the board of directors a list of potential candidates for consolidation that would be expected to immediately enhance the value of Crestwood’s assets through integration to the downstream markets, reduce risk to a heavily-weighted gathering and processing portfolio and still preserve substantial upside potential for Crestwood’s unitholders.

On December 19, 2022, Mr. Robert G. Phillips, Founder, Chairman and Chief Executive Officer of Crestwood met with a representative of Intrepid Partners, LLC (“Intrepid”) to discuss the current outlook for the industry, along with an update on Crestwood’s business outlook and current strategic priorities. As a part of that meeting, Mr. Phillips and Intrepid discussed industry consolidation at length and Mr. Phillips updated Intrepid about recent discussions with Crestwood’s board of directors. Mr. Phillips discussed Crestwood’s potential interest in participation in industry consolidation as a path to enhance value for Crestwood’s unitholders and mitigate some of the longer-term challenges and risks that are inherent for a predominantly gathering and processing focused midstream company with smaller scale and market capitalization. Intrepid and Mr. Phillips discussed potential acquirers of Crestwood that management had discussed with its board of directors in its regularly scheduled August and November 2022 board meetings. Intrepid offered its perspective on the merits and considerations related to each candidate, along with the potential interest level and actionability, in pursuing a business combination with Crestwood. At the conclusion of the meeting, Mr. Phillips informed Intrepid that Crestwood management and its board of directors had elected not to conduct a broad marketing process, as they felt that confidentiality would be difficult to maintain and that a process could become highly disruptive to Crestwood’s personnel, business operations, customers, and unitholders. However, Mr. Phillips informed Intrepid that if industry consolidation was a topic of conversation as Intrepid made its ordinary course visits to current and prospective midstream clients to keep Crestwood apprised of such conversations as the Crestwood board of directors regularly reviews and assesses Crestwood’s strategic opportunities and would be open to consolidation opportunities Intrepid may first learn of.

In February 2023, the Crestwood board of directors approved Crestwood’s five-year financial plan. Such plan formed the basis for the assumptions underlying the financial forecast that would become Case One as described in “Unaudited Prospective Financial Information Regarding Crestwood.”

Between March and May 2023, Intrepid had ordinary course meetings and dialogue with Party A and three other midstream companies. During these meetings, among other topics, Intrepid highlighted Crestwood as a potential acquisition target to determine interest in a potential transaction. The feedback during those conversations was, among other things, that a business combination with Crestwood at this time was unlikely due to several reasons including: potential regulatory concerns as part of a combination, limited business overlap with Crestwood in its largest operating basins, potential Crestwood unitholder tax leakage due to a potential acquirer’s C-Corp structure, and competing strategic priorities.

On April 13, 2023, Intrepid met with Energy Transfer as part of its ordinary course meetings and dialogue and, among other topics, highlighted Crestwood as a potential acquisition target to determine Energy Transfer’s interest in a potential transaction. Following the meeting, Energy Transfer expressed to Intrepid some interest

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and indicated it would further evaluate internally whether there was sufficient appeal to pursue a potential transaction. Following the meeting, Energy Transfer analyzed Crestwood’s publicly-available documents and evaluated the merits of a strategic combination to gain a better, and more up to date, understanding of Crestwood’s operations and financial position.

On May 15, 2023, Energy Transfer expressed to Intrepid its interest to engage in further dialogue with Crestwood and deepen its evaluation of a combination by signing a confidentiality agreement in order to review non-public or otherwise confidential information of Crestwood. Energy Transfer conveyed to Intrepid that any transaction would have to be accretive to Energy Transfer and with no premium to Crestwood’s trading price.

On May 25, 2023, Crestwood entered into a mutual confidentiality agreement with Energy Transfer and began to share certain confidential commercial and legal information. The confidentiality agreement included customary non-disclosure and nonuse provisions and a standstill provision that prohibited each party, for the duration of the standstill period, from offering to acquire or acquiring the other party, in each case, without the prior consent of the other party, and included a customary “fall-away” provision that renders the standstill inapplicable following such party’s entry into a definitive agreement relating to an acquisition of a majority of such party’s voting securities or assets.

On May 30, 2023, Crestwood began to populate a virtual data room (“VDR”) for due diligence purposes. Shortly thereafter, Crestwood opened access to its VDR to Energy Transfer.

On June 2, 2023, members of Crestwood management including Mr. Phillips and Mr. Robert Halpin, President of Crestwood, met with senior members of Energy Transfer’s management team including Messrs. Kelcy L. Warren, Thomas E. Long, Marshall S. McCrea, Dylan A. Bramhall and Christopher M. Hefty, for a Crestwood management presentation. In the meeting, Mr. Phillips provided an overview of Crestwood including the history of the company and current strategic priorities, including the rationale from Crestwood’s perspective of pursuing a business combination transaction. Mr. Halpin provided a summary of Crestwood’s key assets, a review of its current financial outlook, and the rationale for both Energy Transfer and Crestwood in pursuing the proposed transaction, including the opportunity for accelerated growth of Crestwood’s assets through integration into a larger, better capitalized, investment grade company with assets spanning all commodities across the full midstream value chain. During the presentation, Energy Transfer’s management team demonstrated interest furthering its evaluation of the proposed transaction, including the contract exposure and downstream connectivity opportunities.

On June 15, 2023, Energy Transfer informed Intrepid of its hiring of BofA Securities, Inc. (“BofA”) as their financial advisor for the proposed transaction.

On June 23, 2023, Crestwood management and the Crestwood board of directors held a special meeting to provide an update on Crestwood’s business and estimated second quarter results, discuss the current market environment and recent developments around industry consolidation and introduce a potential transaction with Energy Transfer. Mr. Phillips provided background information on Energy Transfer and summarized the discussions with Energy Transfer to date. Mr. Phillips noted that management had been working with Intrepid but had not yet engaged Intrepid to act as financial advisor. Mr. Halpin provided an overview of the potential structure and financial considerations of a transaction with Energy Transfer including that following initial discussions with Intrepid, Mr. Halpin’s understanding was that Energy Transfer was only interested in an at-the-market transaction. Lastly, Mr. Halpin provided a brief summary of the feedback received from Intrepid following its conversations with Party A and several other midstream companies regarding a potential business combination with Crestwood. At such meeting, the Crestwood board of directors approved the engagement of Intrepid as financial advisor to Crestwood in connection with a potential transaction with Energy Transfer.

On June 28, 2023, Crestwood entered into an engagement letter with Intrepid, which contained the terms of Intrepid’s engagement as financial advisor to Crestwood in connection with a potential transaction with Energy Transfer.

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On July 11, 2023, the Crestwood board of directors held a special meeting to receive an update on the potential transaction with Energy Transfer. Mr. Halpin provided an update on the due diligence efforts and the valuation discussions that had taken place between representatives of Crestwood and Energy Transfer. Mr. Halpin also summarized the key valuation considerations that had been discussed with Energy Transfer but noted that no formal indication of value had been provided at that time. Advisors from Intrepid were also present at this meeting and participated in the discussion regarding key valuation considerations and financial metrics. The board was also provided with materials from Vinson & Elkins L.L.P. (“Vinson & Elkins”), Crestwood’s legal counsel, regarding best practices, board duties and relevant provisions of Crestwood’s limited partnership agreement, and other considerations in evaluating a strategic transaction. The board asked questions of management about the assumptions underlying Crestwood’s standalone forecast and management answered such questions to the satisfaction of the board. The board also asked questions of management and Intrepid regarding the likelihood for any other potential acquirers to also have interest in a transaction with Crestwood. In response, Crestwood management and Intrepid provided a summary of potential counterparties for a potential business combination transaction along with a summary of strategic, commercial and financial merits and considerations to pursuing a transaction with each of those counterparties. Based on that review, management and the board concluded that continuing the pursuit of a transaction with Energy Transfer represented the best path forward for Crestwood’s unitholders subject to satisfactory agreement on relative value and key terms and conditions of the ultimate merger agreement.

On July 18, 2023, Crestwood received a non-binding proposal from Energy Transfer, offering to acquire all outstanding units of Crestwood through a unit-for-unit exchange. The letter outlined Energy Transfer’s interest in pursuing a transaction with Crestwood and the anticipated benefits it believed the transaction would provide for Crestwood’s unitholders, as holders of ET units following the proposed transaction, including: (i) access to a premier, diversified asset base and balanced commodity portfolio, (ii) strong pro forma balance sheet, (iii) healthy and growing distributions to Crestwood’s unitholders with a targeted growth rate of 3% to 5% per year, (iv) a tax-efficient transaction structure, and (v) access to Energy Transfer’s substantially higher trading liquidity relative to Crestwood. No exchange ratio or implied value was proposed, other than to state that the transaction would be structured as a no premium, unit-for-unit exchange and that legacy Crestwood unitholders would be expected to own approximately 7% of Energy Transfer.

On July 19, 2023, Crestwood contacted Evercore to discuss the engagement of Evercore to serve as a financial advisor to Crestwood in connection with evaluating a potential strategic transaction with Energy Transfer.

On July 19, 2023, Energy Transfer and Intrepid discussed the timing of second quarter earnings releases and potential timing for the proposed transaction. At that time, Intrepid notified Energy Transfer that Crestwood’s quarterly earning results were expected to be below Wall Street expectations, suggesting possible trading price volatility after the earnings announcement. Energy Transfer was unwilling to announce the proposed transaction concurrently with the earnings release and suggested a potential transaction timeline whereby negotiation of the exchange ratio would occur after the market settled from the earnings announcement. Intrepid conveyed this message to Crestwood management later that day.

On July 20, 2023, the Crestwood board of directors held a special meeting to discuss the proposal received from Energy Transfer on July 18, 2023. Representatives of Intrepid and Vinson & Elkins were also present at the meeting. At the meeting, certain members of Crestwood management and Intrepid discussed the strategic merits of the transaction. Members of Crestwood management and Intrepid explained that Energy Transfer was focused on a transaction that provided accretion to Energy Transfer on a distributable cash flow per unit basis. Crestwood management and the Crestwood board of directors discussed the importance of distribution neutrality for Crestwood unitholders who would also participate in the expected annual distribution growth at Energy Transfer compared to the flat distribution profile in Crestwood’s standalone forecast. Crestwood management, the Crestwood board of directors and Intrepid further discussed the illustrative pro forma financial impact and potential value uplift of the proposed transaction with Energy Transfer. Representatives of Intrepid also

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discussed with the Crestwood board of directors (i) its current perspectives on the midstream market and (ii) an overview of discussions with other midstream operators regarding the strategic landscape in midstream M&A and their potential interest in a strategic transaction with Crestwood.

On July 21, 2023, a member of the Crestwood executive management team had a meeting with a member of the management team of Party C, a large North American publicly-traded oil and gas infrastructure company. In that meeting, Crestwood and Party C discussed a recent transaction announced in the midstream sector and the rationale for broader industry consolidation. Party C agreed that more consolidation in the midstream sector was likely. Crestwood indicated that the Crestwood board of directors were supportive of pursuing opportunities to further integrate Crestwood’s assets further across the value chain including through a potential business combination transaction with a larger and more diversified company. Party C indicated that Crestwood fit the right size and scope but given lack of operational overlap, particularly in the Williston Basin, would not be a logical candidate for Party C to pursue. No further discussions took place with Party C.

Also on July 21, 2023, Crestwood provided Energy Transfer with an initial due diligence request list. Key diligence items requested included a financial forecast summary, a detailed review of the business segments, overview of growth projects, leverage calculations for each of the rating agencies, intended distribution policy and updates on ongoing litigation and any other material matters.

During the week of July 24, 2023, several due diligence meetings took place involving Crestwood, Energy Transfer and their respective financial and legal advisors. Energy Transfer also provided a financial forecast summary and select balance sheet data to Crestwood.

On July 25, 2023, Crestwood provided Evercore with information relating to the potential transaction with Energy Transfer for Evercore’s review.

On July 26, 2023, Crestwood management, together with advisors from Intrepid and Vinson & Elkins, and Energy Transfer management, together with representatives of its legal counsel, Kirkland & Ellis LLP (“Kirkland & Ellis”), held a call to discuss diligence matters relating to Energy Transfer.

On July 27, 2023, Energy Transfer’s legal counsel, Kirkland & Ellis, sent a draft of the merger agreement to Vinson & Elkins. The draft contemplated, among other things: (i) a “force the vote” provision, which would allow the Crestwood board of directors to change its recommendation in the event of, but not terminate the merger agreement to accept, a superior offer; (ii) (a) an antitrust covenant that expressly disclaimed any obligation for Energy Transfer to (1) divest assets, (2) create, terminate, modify or amend any agreements or (3) accept any restrictions on its freedom of action after the closing of the merger and (b) no restriction on Energy Transfer from taking actions that could delay or impede the ability to consummate the merger; (iii) a termination fee payable by Crestwood in certain circumstances to be equal to 5% of Crestwood’s equity value; (iv) an obligation to reimburse Energy Transfer for its transaction expenses up to 2% of Crestwood’s equity value if the Crestwood unitholders do not approve the transaction at the unitholder meeting, (v) an outside date of twelve months from the date of the merger agreement without any extensions and (vi) interim operating covenants restricting Crestwood’s ability to conduct its business outside of the ordinary course prior to Closing. Members of Crestwood management and representatives of Vinson & Elkins discussed and evaluated the terms of the draft merger agreement over the following days.

On July 28, 2023, Energy Transfer provided an updated financial forecast. Key changes were related to interest expense and cash flows associated with joint ventures, investments, and other reconciling items to distributable cash flow.

Between July 29, 2023 and August 1, 2023, Crestwood and its advisors discussed with Energy Transfer the preparation of a new financial forecast that incorporated Energy Transfer’s view on future commodity prices. On August 1, 2023, Crestwood provided this new forecast to Energy Transfer, which is Case Two as described in the “Crestwood and Energy Transfer Unaudited Prospective Financial Information.”

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On August 1, 2023, Crestwood issued a press release reporting its financial results for the three months ended June 30, 2023. That same day, Vinson & Elkins sent a revised draft of the merger agreement to Kirkland & Ellis. The draft contemplated, among other things: (i) removal of the “force the vote” provision such that Crestwood could terminate the merger agreement to accept a superior proposal; (ii) a covenant requiring Energy Transfer to defend the transaction through litigation and make divestitures up to an agreed-upon materiality threshold and refrain from taking any actions which could delay or impede the ability to consummate the merger; (iii) a termination fee payable by Crestwood in certain circumstances to be equal to 2.75% of Crestwood’s equity value and no obligation to reimburse Energy Transfer for its transaction expenses; (iv) revisions to the negative interim operating covenants to (a) allow additional flexibility for Crestwood to operate its business in the interim period and (b) include additional restrictions on actions by Energy Transfer that could affect unitholder value and (v) an outside date of twelve months from the date of the merger agreement, with a mutual right to extend for up to three months.

On August 2, 2023, the Crestwood board of directors held a special meeting to discuss the offer received from Energy Transfer on July 18, 2023 and the draft merger agreement. Certain members of Crestwood management and representatives of Vinson & Elkins, Intrepid and Evercore were also present at the meeting. Representatives of Vinson & Elkins presented on the considerations the Crestwood board of directors should be mindful of in evaluating an acquisition transaction, including best practices, board duties and relevant provisions of Crestwood’s limited partnership agreement. Certain members of Crestwood management and representatives of Intrepid summarized Crestwood’s due diligence review of Energy Transfer, including the July 26, 2023 due diligence call and a summary of the financial forecast provided by Energy Transfer management on July 28, 2023. Certain members of Crestwood management and representatives of Intrepid and Evercore discussed financial considerations, including historical exchange ratios, accretion/dilution relative to distributable cash flow per unit and distributions per unit, the range of exchange ratios necessary to accomplish each party’s objectives and various other financial analyses. Thereafter, the Crestwood board of directors requested Crestwood management and Intrepid to provide additional information regarding Energy Transfer’s securities and other information necessary for the Crestwood board of directors to evaluate the proposed acquisition transaction. Certain members of Crestwood management and Vinson & Elkins discussed key issues in the draft merger agreement.

On August 3, 2023, Intrepid provided materials to the Crestwood board of directors, which detailed additional information regarding Energy Transfer and its securities. The presentation materials were made available in response to the Crestwood board of directors’ request during the board meeting held on August 2, 2023.

On August 4, 2023, Crestwood entered into an engagement letter with Evercore, which contained the terms of Evercore’s engagement as financial advisor to Crestwood in connection with the potential transaction with Energy Transfer.

On August 7, 2023, Crestwood received a revised non-binding proposal from Energy Transfer. In this letter, Energy Transfer communicated a proposed exchange ratio of 2.05x and a seven-day execution timeline. That same day, Kirkland & Ellis sent a revised draft of the merger agreement to Vinson & Elkins. This draft reflected, among other things: (i) reinsertion of the “force the vote” provision; (ii) reinsertion of an antitrust covenant that expressly disclaimed any obligation for Energy Transfer to (1) divest assets, (2) create, terminate, modify or amend any agreements or (3) accept any restrictions on its freedom of action after the closing of the merger; (iii) elimination of any restriction on Energy Transfer from taking actions that could delay or impede the ability to consummate the merger; (iv) reinsertion of the obligation to reimburse Energy Transfer for its transaction expenses if the Crestwood unitholders do not approve the transaction at the unitholder meeting (but reduced the cap on expenses to up to 1% of Crestwood’s equity value); (v) a rejection of a number of the proposed changes to the interim operating covenants; and (vi) an increased termination fee payable by Crestwood in certain circumstances of 4.25% of Crestwood’s equity value.

On August 8, 2023, at a special meeting, the Crestwood board of directors, together with representatives from Crestwood’s executive management team, Vinson & Elkins, Intrepid and Evercore, evaluated Energy

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Transfer’s revised offer letter and discussed the revised draft merger agreement received on August 7, 2023, including the range of exchange ratios that would provide for an accretive transaction for Energy Transfer while being at least neutral to the distribution payable to Crestwood unitholders at closing and thereafter participate in the expected annual distribution growth at Energy Transfer. Thereafter, the Crestwood board of directors determined that Crestwood should propose an exchange ratio of 2.11x and instructed Crestwood management and Intrepid to convey such proposal to Energy Transfer, which occurred later that day in a call from Intrepid to Energy Transfer.

On August 9, 2023, a meeting was held among Crestwood, Energy Transfer, Vinson & Elkins and Kirkland & Ellis to discuss key issues in the draft merger agreement, including deal protections, interim operating covenants, obligations with respect to antitrust and other regulatory approvals and termination rights. On that same day, representatives of Energy Transfer called Intrepid to communicate a revised offer. In response to Crestwood’s counter, Energy Transfer proposed to increase the exchange ratio to 2.07x. Later that day, Intrepid delivered the new proposal to Crestwood management.

Later on August 9, 2023, Vinson & Elkins sent a revised draft of the merger agreement to Kirkland & Ellis, which reflected, among other things: (i) removal of the “force the vote” provision such that Crestwood could terminate the merger agreement to accept a superior proposal; (ii) addition of a termination right for Crestwood in the event that Energy Transfer, among other things, enters into an agreement that is reasonably expected to adversely affect the closing of the merger and a corresponding reverse termination fee; (iii) reinsertion of a covenant requiring Energy Transfer to defend through litigation on the merits any claim asserted that would prevent the closing of the merger from occurring no later than the End Date; (iv) removal of the obligation to reimburse Energy Transfer for its transaction expenses; (v) revisions to the negative interim operating covenants of each party; and (vi) a termination fee to be equal to 3.00% of Crestwood’s equity value payable by Crestwood in certain circumstances.

On August 10, 2023, the Crestwood board of directors held a special session at its regularly scheduled board meeting to discuss the revised draft merger agreement and the status of the proposed acquisition transaction with Energy Transfer. Certain members of Crestwood management and advisors from Intrepid, Evercore and Vinson & Elkins were also in attendance at the meeting. The Crestwood board received various presentations from representatives of Crestwood management, Intrepid, Evercore and Vinson & Elkins providing updates to the proposed terms of the proposed acquisition transaction with Energy Transfer, the benefits of, and rationale for, the proposed acquisition transaction with Energy Transfer, management’s diligence that had been completed with respect to Energy Transfer, management’s views of potential alternative transactions and the limited actionability and considerations for such transactions with other counterparties including Party A, Party C and other large midstream companies, the outlook for Crestwood if it determined to pursue its standalone plan as well as perspectives on the relative valuations of Crestwood and Energy Transfer, including Evercore’s preliminary financial analysis of the proposed transaction. Evercore’s preliminary financial analysis included, among other things, (i) a situation analysis of Crestwood and Energy Transfer, (ii) an overview of the Crestwood unaudited prospective financial information and the Energy Transfer unaudited prospective financial information, (iii) a preliminary valuation analysis of the Crestwood common units and the Energy Transfer common units, (iv) a preliminary analysis of the proposed exchange ratio and (v) a pro forma analysis of the financial impact to Energy Transfer of an acquisition of Crestwood. The parties additionally discussed open issues in merger negotiations and related items. Following discussion, the Crestwood board of directors determined that Crestwood should propose an exchange ratio of 2.08x and instructed Crestwood management and Intrepid to convey such proposal to Energy Transfer.

On August 11, 2023, Intrepid discussed with Energy Transfer the proposed exchange ratio of 2.08x and conveyed the importance of distribution neutrality to the Crestwood board of directors. Energy Transfer declined to increase the exchange ratio consideration from 2.07x but suggested a special one-time distribution to achieve distribution neutrality of $0.003/unit in the event the proposed transaction closed prior to the ex-dividend date for Energy Transfer’s fourth quarter 2023 distribution. The $0.003/unit special one-time distribution was derived

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from the difference for Crestwood’s projected fourth quarter 2023 distribution of $0.655/unit and the implied Crestwood distribution from a 2.07x exchange ratio and Energy Transfer’s projected fourth quarter 2023 distribution of $0.315/unit.

On August 11, 2023, Kirkland & Ellis hosted a management due diligence call with members of Crestwood and Energy Transfer management. Representatives of Vinson & Elkins were also present on the call. The parties discussed, among other things, due diligence matters related to human resources and personnel, environmental, health and safety, energy regulatory, general corporate and litigation.

Later on August 11, 2023, Kirkland & Ellis sent a revised draft of the merger agreement to Vinson & Elkins. This draft reflected, among other things: (i) acceptance of the ability of Crestwood to terminate the merger agreement to accept a superior proposal; (ii) removal of the right for Crestwood to terminate in the event that Energy Transfer enters into an agreement that is reasonably expected to adversely affect the closing of the merger and the related reverse termination fee; (iii) acceptance of a covenant restricting Energy Transfer’s ability to make any acquisitions that would prevent or materially impede the closing of the merger, but only through December 31, 2023; (iv) reinsertion of the obligation to reimburse Energy Transfer for its transaction expenses up to 1% of Crestwood’s equity value if the Crestwood unitholders do not approve the transaction at the special meeting and (v) a termination fee payable by Crestwood in certain circumstances to be equal to 3.5% of Crestwood’s equity value. The draft also permitted Crestwood to make a one-time special distribution of $0.003 per common unit in the event the transaction closed prior to the ex-dividend date for Energy Transfer’s fourth quarter 2023 distribution.

On August 12, 2023, Vinson & Elkins sent a revised draft of the merger agreement to Kirkland & Ellis. This draft reflected, among other things: (i) further revisions to the negative interim operating covenants of Crestwood and Energy Transfer (ii) acceptance of the proposed 3.5% termination fee, conditioned upon removal of the obligation to reimburse Energy Transfer for its transaction expenses if the Crestwood unitholders do not approve the transaction at the special meeting; (iii) a covenant restricting Energy Transfer’s ability to make any acquisitions that would prevent or materially impede the closing of the merger through six months from the date of signing; and (iv) shortening the end date to six months from the date of signing, coupled with the right of Crestwood to extend the end date upon written notice to Energy Transfer.

On August 14, 2023, Kirkland & Ellis sent a revised draft of the merger agreement to Vinson & Elkins. This draft reflected, among other things: (i) further revisions to the negative interim operating covenants of Crestwood and Energy Transfer (ii) shortening the applicability of the covenant restricting Energy Transfer’s ability to make any acquisitions that would prevent or materially impede the closing of the merger through December 31, 2023 and (iii) provided for an initial end date of February 15, 2024 but permitting either party to extend the end date to November 15, 2024 upon written notice to the other party.

On August 15, 2023, Vinson & Elkins sent a revised draft of the merger agreement to Kirkland & Ellis. This draft reflected, among other things, (i) further revisions to the negative interim operating covenants of Crestwood and Energy Transfer and (ii) the addition of an initial end date of December 31, 2023 with a mutual right to extend the End Date up to August 15, 2024, provided that Energy Transfer may only exercise such right if it agrees to similarly extend the applicability of the covenant restricting its ability to make any acquisitions that would prevent or materially impede the closing of the merger (but no such extension by Crestwood will have any effect upon the duration of the covenant restricting Energy Transfer’s ability to make any acquisitions that would prevent or materially impede the closing of the merger).

On August 15, 2023, the Crestwood board of directors held a special meeting in the afternoon to discuss the proposed transaction with Energy Transfer, including the near-final terms of the merger agreement. Certain members of Crestwood management and advisors from Intrepid, Evercore and Vinson & Elkins were also in attendance at the meeting. At this meeting, representatives of Crestwood management and Vinson & Elkins made a presentation to the Crestwood board of directors with respect to various matters, including, without limitation, an overview of the key terms of the merger agreement and the few remaining open items in the merger

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agreement. Evercore then presented to the Crestwood board of directors regarding, among other things, an update of its preliminary financial analysis of the proposed transaction based on the current deal terms and responded to questions from the Crestwood board of directors. Crestwood management then noted to the board that it would reconvene the board to consider whether to approve the transaction once final merger agreement terms had been confirmed with Energy Transfer.

Also on August 15, 2023, the ET board of directors held a special meeting to approve the merger agreement and the transactions contemplated thereby, including the merger. After discussion, the merger, the ET board of directors unanimously approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the issuance of ET units.

After receiving the draft and determining that all material merger agreement terms were agreed, the Crestwood board of directors reconvened to hold a special meeting in the evening to consider whether to approve the proposed transaction with Energy Transfer. At this meeting, Evercore presented its final financial analysis of the proposed transaction and, at the request of the Crestwood board of directors, rendered its oral opinion to the Crestwood board of directors that, as of August 15, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the exchange ratio is fair, from a financial point of view, to the holders of Crestwood common units. Evercore subsequently confirmed its oral opinion in writing. After discussion, and taking into full consideration the current alternative strategic paths forward for Crestwood, the Crestwood board of directors unanimously (i) determined that the merger agreement and transactions contemplated thereby, including the merger, were in the best interests of Crestwood and its unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) resolved to recommend adoption of the merger agreement by the Crestwood unitholders and (v) directed that the merger agreement be submitted to the Crestwood unitholders for adoption.

Throughout the day on August 15, 2023 and the morning of August 16, 2023, representatives of each of Kirkland & Ellis and Vinson & Elkins finalized the merger agreement and disclosure schedules, following which Crestwood and Energy Transfer executed and delivered the merger agreement.

Prior to the opening of U.S. stock markets on August 16, 2023, Crestwood and Energy Transfer issued a joint press release announcing the merger agreement.

Recommendation of the Crestwood Board of Directors and Reasons for the Merger

On August 15, 2023, the Crestwood board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Crestwood and its unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (iv) resolved to recommend adoption of the merger agreement by the Crestwood unitholders and (v) directed that the merger agreement be submitted to the Crestwood unitholders for adoption. The Crestwood board of directors unanimously recommends that Crestwood unitholders vote “FOR” the merger proposal and “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

In the course of reaching its determinations and recommendations, the Crestwood board of directors consulted with Crestwood’s senior management and its outside legal and financial advisors and considered several potentially positive factors that weighed in favor of the merger, including the following (not necessarily presented in order of relative importance):

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The Crestwood board of directors also considered and balanced against the potentially positive factors with a number of uncertainties, risks and other countervailing factors in its deliberations concerning the merger and the merger agreement, including the following (not necessarily presented in order of relative importance):

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After taking into account the factors set forth above, as well as others, the Crestwood board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the transaction were outweighed by the potential benefits of the transaction to Crestwood unitholders.

The foregoing discussion of factors considered by Crestwood is not intended to be exhaustive but summarizes the material factors considered by the Crestwood board of directors. In light of the variety of factors considered in connection with their evaluation of the merger agreement and the merger, Crestwood did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Crestwood board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors. The Crestwood board of directors based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Crestwood’s senior management and the Crestwood board of directors’ outside legal and financial advisors.

In considering the recommendation of the Crestwood board of directors to approve the merger agreement, Crestwood unitholders should be aware that the executive officers and directors of Crestwood have certain interests in the transaction that may be different from, or in addition to, the interests of Crestwood unitholders generally. See the section entitled “—Interests of Crestwood’s Directors and Executive Officers in the Merger” beginning on page 78.

It should be noted that this explanation of the reasoning of the Crestwood board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38.

Opinion of Crestwood’s Financial Advisor

The Crestwood board of directors retained Evercore to act as financial advisor to the Crestwood board of directors in connection with evaluating whether the exchange ratio was fair, from a financial point of view, to the Crestwood common unitholders. The Crestwood board of directors selected Evercore—an internationally recognized investment banking firm that is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes—to act as its financial advisor based on, among other things, its qualifications, experience and reputation, as well as familiarity with the business engaged in by Crestwood. On August 15, 2023, at a meeting of the Crestwood board of directors and at the request of the Crestwood board of directors, Evercore rendered its oral opinion to the Crestwood board of directors that, as of August 15, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the exchange ratio is fair, from a financial point of view, to the Crestwood common unitholders. Evercore subsequently confirmed its oral opinion in a written opinion dated August 15, 2023.

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The full text of the written opinion of Evercore, dated as of August 15, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex B to this proxy statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Crestwood board of directors in connection with its evaluation of the fairness of the exchange ratio, from a financial point of view, to the Crestwood common unitholders, and did not address any other aspects or implications of the merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Crestwood board of directors or to any other persons in respect of the merger, including as to how Crestwood unitholders should act or vote in respect of the merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex B.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore

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assumed no liability therefor. With respect to the projected financial and operating data referred to above, Evercore assumed that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Crestwood and Energy Transfer as to the future financial performance of Crestwood and Energy Transfer under the assumptions reflected therein. Evercore did not express a view as to any projected financial or operating data or any judgments, estimates or assumptions on which they are based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed merger agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger will be satisfied without material waiver or modification thereof. Evercore assumed the merger will be consummated as contemplated by the merger agreement. Evercore assumed that any modification to the structure of the merger will not vary in any respect material to its analysis. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Crestwood or Energy Transfer or the consummation of the merger or materially reduce the contemplated benefits of the merger to the holders of ET common units. Evercore assumed that the final versions of all documents reviewed by Evercore in draft form would conform in all material respects to the drafts reviewed by Evercore.

Evercore did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off balance sheet assets and liabilities) of Crestwood or Energy Transfer, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Crestwood or Energy Transfer under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and did not express an opinion with respect to, any matter other than the fairness to the Crestwood common unitholders, from a financial point of view, of the exchange ratio. Evercore did not express any view on, and its opinion did not address, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Crestwood or any other party to the merger agreement or any affiliates thereof, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Crestwood or any other party to the merger agreement or any affiliates thereof, or any class of such persons, whether relative to the exchange ratio or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the merger, including, without limitation, the structure or form of the merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Crestwood, nor did it address the underlying business decision of Crestwood to engage in the merger. Evercore’s opinion did not constitute a recommendation to the Crestwood board of directors or to any other persons in respect of the merger. Evercore expressed no opinion as to the price at which the Crestwood common units or ET common units will trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Crestwood and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Crestwood board of directors on August 15, 2023 in connection with rendering Evercore’s opinion to the Crestwood board of directors. Each analysis was provided to the Crestwood board of directors. The following

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summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on August 14, 2023, and is not necessarily indicative of current market conditions.

Throughout the “Analysis of Crestwood” and the “Analysis of Energy Transfer” sections below, the term “EBITDA,” as used in connection with Evercore’s various financial analyses, means the relevant company’s estimated earnings before interest, taxes, depreciation and amortization, and refers to adjusted EBITDA, as used by Crestwood’s management and Energy Transfer’s management, as applicable, and described below under “—Crestwood and Energy Transfer Unaudited Prospective Financial Information.”

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of Crestwood

Assumptions with Respect to Crestwood

Evercore performed a series of financial analyses to derive indicative valuation ranges for the Crestwood common units. Financial data for Crestwood utilized in the financial analyses described below were based upon, among other things, the unaudited, non-public financial projections for Crestwood prepared and furnished by management of Crestwood (the “CEQP Financial Projections”) and the CEQP Financial Projections as adjusted by Crestwood’s management based on Energy Transfer management’s outlook for future commodity price levels as of July 25, 2023 (the “CEQP Financial Projections: Case Two”). A summary of the CEQP Financial Projections and CEQP Financial Projections: Case Two is available in “—Crestwood and Energy Transfer Unaudited Prospective Financial Information” below. The CEQP Financial Projections and CEQP Financial Projections: Case Two were not adjusted by Evercore.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Crestwood by valuing the cash flows to be received by Crestwood based on the CEQP Financial Projections during a four-year period and based on the CEQP Financial Projections: Case Two during a three-year period. Evercore calculated the per unit value range for the Crestwood common units by utilizing a range of discount rates based on Crestwood’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

For Crestwood’s discounted cash flow analysis, Evercore assumed a range of discount rates of 7.0% to 8.5% based on Crestwood’s WACC, a range of EBITDA multiples of 8.5x to 10.0x applied to Crestwood’s terminal period EBITDA and a range of perpetuity growth rates of -0.5% to 0.5% applied to Crestwood’s terminal period cash flows based on the CEQP Financial Projections and CEQP Financial Projections: Case Two, as applicable, to derive a range of enterprise values. Evercore adjusted such enterprise values for projected debt, preferred equity and cash as of December 31, 2023, and divided the resulting equity values by the projected number of fully-diluted Crestwood common units as of December 31, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per Crestwood common unit range of $39.62 to $53.68 based on the CEQP Financial Projections and $34.66 to $47.87 based on the CEQP

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Financial Projections: Case Two. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per Crestwood common unit range of $30.31 to $52.30 based on the CEQP Financial Projections and $24.96 to $46.34 based on the CEQP Financial Projections: Case Two.

Discounted Distributions Analysis

Evercore performed a discounted distribution analysis by valuing the projected cash distributions on the Crestwood common units based on the CEQP Financial Projections during a four-year period and based on the CEQP Financial Projections: Case Two during a three-year period. Evercore discounted projected distributions using cost of equity discount rates of 10.0% to 11.0% based on CAPM as well as a terminal yield range of 8.5% to 11.5% based on Crestwood’s trailing 52-week yield range. The analyses of the projected cash distributions resulted in an implied per Crestwood common unit value range of $23.57 to $29.76 based on the CEQP Financial Projections and an implied per Crestwood common unit value range of $23.40 to $29.99 based on the CEQP Financial Projections: Case Two.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of the Crestwood common units by reviewing and comparing the market values and trading multiples of the following eight publicly traded corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of Crestwood:

Although the peer group corporations and partnerships were compared to Crestwood for purposes of this analysis, no corporation or partnership used in the analysis is identical or directly comparable to Crestwood. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For the peer group corporations and partnerships, Evercore calculated trading multiples of Enterprise Value/Next Twelve Months (“NTM”) EBITDA, which is defined as market value of equity, plus preferred equity (as applicable), plus noncontrolling interest (as applicable), plus debt and less cash (“Enterprise Value”), divided by estimated EBITDA for the next twelve months.

The mean and median Enterprise Value to EBITDA trading multiples of the gathering and processing corporations and partnerships are set forth below.

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The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of Crestwood noted by Evercore.

After adjusting for projected preferred equity, debt and cash as of December 31, 2023, and dividing by the projected number of fully-diluted Crestwood common units as of December 31, 2023, Evercore determined an implied equity value per Crestwood common unit range of $29.09 to $41.43 based on 2024E EBITDA from the CEQP Financial Projections and $27.26 to $39.29 based on 2024E EBITDA from the CEQP Financial Projections: Case Two.

Analysis of Energy Transfer

Assumptions with Respect to Energy Transfer

Evercore performed a series of analyses to derive indicative valuation ranges for the ET common units. Evercore performed its analyses utilizing the unaudited, non-public financial projections for Energy Transfer prepared and furnished by management of Energy Transfer (the “ET Financial Projections”). A summary of the ET Financial Projections is available in “—Crestwood and Energy Transfer Unaudited Prospective Financial Information,” beginning on page 72. The ET Financial Projections were not adjusted by Evercore.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Energy Transfer by valuing the cash flows to be received by Energy Transfer based on the ET Financial Projections during a three-year period. Evercore calculated the per unit value range for the ET common units by utilizing a range of discount rates based on Energy Transfer’s WACC, as estimated by Evercore based on CAPM and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

Evercore assumed a range of discount rates of 6.0% to 7.0% based on Energy Transfer’s WACC, a range of EBITDA multiples of 9.0x to 11.0x applied to Energy Transfer’s terminal period EBITDA and a range of perpetuity growth rates of -0.5% to 0.5% applied to Energy Transfer’s terminal period cash flows to derive a range of enterprise values. Evercore adjusted such enterprise values for projected debt, preferred equity, noncontrolling interest and cash as of December 31, 2023 and divided the resulting equity values by the number of projected ET common units outstanding as of December 31, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per ET common unit range of $24.24 to $33.20. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per ET common unit range of $20.87 to $33.70.

Discounted Distributions Analysis

Evercore performed a discounted distribution analysis by valuing the projected cash distributions on the ET common units based on the ET Financial Projections. Evercore discounted projected distributions using cost of equity discount rates of 9.0% to 10.0% based on CAPM as well as a terminal yield range of 7.0% to 10.0% based on Energy Transfer’s trailing 52-week yield range. This analysis of the projected cash distributions resulted in an implied per ET common unit value range of $13.70 to $18.55 based on the ET Financial Projections.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of the ET common units by reviewing and comparing the market values and trading multiples of the following eight publicly traded corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of Energy Transfer:

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Although the peer group corporations and partnerships were compared to Energy Transfer for purposes of this analysis, no corporation or partnership used in this analysis is identical or directly comparable to Energy Transfer. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For the peer group corporations and partnerships, Evercore calculated trading multiples of Enterprise Value/NTM EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the next twelve months.

The mean and median Enterprise Value to EBITDA trading multiples of the peer group corporations and partnerships are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of Energy Transfer noted by Evercore.

After adjusting for projected preferred equity, noncontrolling interests, debt and cash as of December 31, 2023, and dividing by the number of projected ET common units outstanding as of December 31, 2023, Evercore determined an implied equity value per ET common unit range of $21.23 to $30.17 based on 2024E EBITDA from the ET Financial Projections.

Exchange Ratio Summary

Evercore analyzed the implied exchange ratios resulting from the various valuation methodologies utilized to value the Crestwood common units based on the CEQP Financial Projections and the ET common units based on the ET Financial Projections. These valuation methodologies included the Discounted Cash Flow Analyses, Discounted Distributions Analyses and Peer Group Trading Analyses. Evercore compared the low value per Crestwood common unit to the high value per ET common unit and the high value per Crestwood common unit to the low value per ET common unit for each respective analysis to derive ranges of implied exchange ratios. The resulting implied exchange ratio range using the Discounted Cash Flow Analyses (EBITDA exit) was 1.193x to 2.214x. The resulting implied exchange ratio range using the Discounted Cash Flow Analyses (perpetuity growth) was 0.899x to 2.506x. The resulting implied exchange ratio range using the Discounted Distributions Analyses was 1.271x to 2.172x. The resulting implied exchange ratio range using the Peer Group Trading Analyses was 0.964x to 1.951x.

Evercore also analyzed the implied exchange ratios resulting from the various valuation methodologies utilized to value the Crestwood common units based on the CEQP Financial Projections: Case Two and the ET

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common units based on the ET Financial Projections. These valuation methodologies included the Discounted Cash Flow Analyses, Discounted Distributions Analyses and Peer Group Trading Analyses. Evercore compared the low value per Crestwood common unit to the high value per ET common unit and the high value per Crestwood common unit to the low value per ET common unit for each respective analysis to derive ranges of implied exchange ratios. The resulting implied exchange ratio range using the Discounted Cash Flow Analyses (EBITDA exit) was 1.044x to 1.974x. The resulting implied exchange ratio range using the Discounted Cash Flow Analyses (perpetuity growth) was 0.741x to 2.220x. The resulting implied exchange ratio range using the Discounted Distributions Analyses was 1.261x to 2.188x. The resulting implied exchange ratio range using the Peer Group Trading Analyses was 0.904x to 1.850x.

Evercore compared the results of the foregoing analyses to the exchange ratio of 2.07 ET common units for each Crestwood common unit and noted that the exchange ratio was within or above the range of the implied exchange ratios for each of the valuation methodologies reviewed by Evercore.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the exchange ratio, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Crestwood board of directors. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the exchange ratio. No corporation or partnership used in the above analyses as a comparison is directly comparable to Crestwood or Energy Transfer. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations or partnerships used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Crestwood, Energy Transfer and their respective advisors.

Evercore prepared these analyses solely for the information and benefit of the Crestwood board of directors and for the purpose of providing an opinion to the Crestwood board of directors as to whether the exchange ratio is fair, from a financial point of view, to the Crestwood common unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Crestwood board of directors imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the merger agreement and the related terms and conditions of the transaction were determined through negotiations between Partnership management and Energy Transfer management. Evercore did not recommend any specific consideration to the Crestwood board of directors or recommend that any

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specific consideration constituted the only appropriate consideration in the merger. Evercore’s opinion was only one of many factors considered by the Crestwood board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Crestwood board of directors with respect to the merger or the exchange ratio.

Under the terms of Evercore’s engagement letter with Crestwood and Crestwood GP, Crestwood has agreed to pay Evercore a fee of $1,500,000 upon rendering its opinion and a closing fee of $500,000 upon the closing of the merger. Evercore also accrued a fee of $250,000 upon execution of its engagement letter with Crestwood and Crestwood GP. In addition, Crestwood has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore, its affiliates and any of its or their respective members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. Evercore’s engagement letter with Crestwood and Crestwood GP includes a consent to reproduce Evercore’s opinion in full in certain SEC filings related to the proposed merger, including this proxy statement/prospectus.

During the two-year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Crestwood or Energy Transfer or their affiliates and Evercore has not received any compensation from Crestwood or Energy Transfer or their affiliates during such period. Evercore and its affiliates may provide financial advisory or other services to Crestwood and Energy Transfer or their affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Crestwood, Energy Transfer, and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Crestwood or Energy Transfer and/or any of their respective affiliates.

Energy Transfer’s Reasons for the Merger

In evaluating the merger, the ET board of directors consulted with Energy Transfer’s management and legal and financial advisors. The ET board of directors determined the merger to be in the best interests of Energy Transfer based on, among other factors, its belief that the merger will:

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Crestwood and Energy Transfer Unaudited Prospective Financial Information

Crestwood and Energy Transfer do not, as a matter of course, make public long-term projections as to future sales, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. As a result, Crestwood and Energy Transfer do not endorse the unaudited prospective financial information as a reliable indication of future results. However, the management of Crestwood and Energy Transfer have included the unaudited prospective financial information set forth below to present the financial information made available and utilized in connection with the Crestwood board of directors’ evaluation of the merger and the other transactions contemplated by the merger agreement. Evercore used the unaudited prospective financial information in connection with its financial analyses and opinion described in the section titled “Opinion of Crestwood’s Financial Advisor” with the approval of the Crestwood board of directors. The inclusion of this information should not be regarded as an indication that any of Crestwood, Energy Transfer, their respective advisors or other representatives or any other recipient of this information considered, or now considers, this information to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such. The unaudited prospective financial information is not being included in this proxy statement/prospectus in order to influence any Crestwood unitholder to make an investment decision with respect to the merger or to influence any Crestwood unitholder as to whether such unitholder should vote for or against the merger proposal or any other proposal to be considered at the special meeting.

This information was prepared solely for internal use and is subjective in many respects. The Crestwood unaudited prospective financial information and the Energy Transfer unaudited prospective financial information (collectively referred to herein as the “unaudited prospective financial information”) were based solely upon information available to Crestwood’s management and Energy Transfer’s management, respectively, at the time of their preparation.

While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions that were deemed to be reasonable as of the respective dates the estimates and assumptions were made, but are inherently uncertain and may be beyond the control of Crestwood’s and Energy Transfer’s management. These assumptions include, but are not limited to, Crestwood’s and Energy Transfer’s future results, oil and gas industry activity, commodity prices, demand for natural gas and crude oil, capital availability, general economic and regulatory conditions and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Crestwood and Energy Transfer can give no assurance

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that the unaudited prospective financial information and the underlying estimates and assumptions will be realized.

In addition, since the unaudited prospective financial information is inherently forward-looking and covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Crestwood’s and Energy Transfer’s businesses, industry performance, the regulatory environment, general business and economic conditions and other matters described under the sections of this proxy statement/prospectus entitled “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

The accompanying unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Crestwood’s and Energy Transfer’s management, respectively, was prepared on a reasonable basis, reflects the best estimates and judgments then-available, and presents, to the best of their knowledge and belief, the then-expected course of action and financial performance of Crestwood and Energy Transfer, respectively. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the unaudited prospective financial information. Neither Crestwood’s independent registered public accounting firm, nor Energy Transfer’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the unaudited prospective financial information. The reports of the independent registered public accounting firms of Crestwood and/or Energy Transfer contained in their respective Annual Reports on Form 10-K for the year ended December 31, 2022, which are incorporated by reference into this proxy statement/prospectus, relate to historical financial information of Crestwood and Energy Transfer, respectively, and such reports do not extend to the unaudited prospective financial information included below and should not be read to do so. The unaudited prospective financial information set forth in this proxy statement/prospectus has been prepared by, and is the responsibility of, Crestwood’s and Energy Transfer’s management, respectively.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Crestwood and Energy Transfer can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Crestwood and Energy Transfer do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the merger under GAAP, or to reflect changes in general economic or industry conditions.

The unaudited prospective financial information does not take into account any of the possible financial and other effects on Crestwood or Energy Transfer of the merger, the effect on Crestwood or Energy Transfer of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Crestwood or Energy Transfer of any possible failure of the merger to occur. None of Crestwood, Energy Transfer, or their respective affiliates, officers, directors, advisors or other representatives has made,

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makes or is authorized in the future to make any representation to any Crestwood or Energy Transfer unitholder or other person regarding Crestwood’s or Energy Transfer’s ultimate performance compared to the information contained in the unaudited prospective financial or operating information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial or operating information herein should not be deemed an admission or representation by Crestwood, Energy Transfer, or their respective advisors or any other person that it is viewed as material information of Crestwood or Energy Transfer, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to vote in favor of the merger proposal or any other proposal to be considered at the special meeting, but is being provided solely because certain of such information was among the financial information made available to and utilized in connection with the Crestwood board of directors’ evaluation of the merger and the other transactions contemplated by the merger agreement.

In light of the foregoing, and considering that the special meeting may be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Crestwood unitholders are cautioned not to place undue reliance on such information, and Crestwood urges all Crestwood unitholders to review Crestwood’s most recent SEC filings for a description of Crestwood’s reported financial results and Energy Transfer’s most recent SEC filings for a description of Energy Transfer’s reported financial results, as described in the section entitled “Where You Can Find More Information.”

Unaudited Prospective Financial Information Regarding Crestwood

In preparing the unaudited prospective financial information described below, Crestwood’s management applied the current operating model to two different commodity pricing scenarios, which are referred to in this section as “Case One” and “Case Two.” Case One was based on Crestwood management’s outlook for future commodity price levels as of February 3, 2023 and Case Two was based on Energy Transfer management’s outlook for future commodity price levels as of (a) July 7, 2023, with respect to the year ending December 31, 2023 and (b) April 10, 2023, with respect to the years ending December 31, 2024, 2025 and 2026. Other than with respect to the commodity prices shown below, Case One and Case Two include the same underlying assumptions.

Case One

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Case Two

In addition to the assumptions above regarding commodity prices, in developing the unaudited prospective financial information, Crestwood’s management made numerous assumptions regarding Crestwood’s business, including, but not limited to:

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The following table presents selected unaudited prospective financial data of Crestwood (referred to herein as the “Crestwood unaudited prospective financial information”):

Unaudited Prospective Financial Information Regarding Energy Transfer

Energy Transfer provided certain unaudited prospective financial information of Energy Transfer, on a standalone basis, for the years 2023 to 2026 to Crestwood. The Energy Transfer unaudited prospective financial information provided by Energy Transfer management was based on Energy Transfer management’s outlook for future commodity price levels as of (a) July 7, 2023, with respect to the year ending December 31, 2023 and (b) April 10, 2023, with respect to the years ending December 31, 2024, 2025 and 2026, which is the same as

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the Case Two commodity price assumptions shown above in the section titled “Unaudited Prospective Financial Information Regarding Crestwood.”

In addition to the assumptions regarding commodity prices, in developing the unaudited prospective financial information, Energy Transfer’s management made numerous assumptions regarding Energy Transfer’s business, including, but not limited to:

The following table presents selected unaudited prospective financial data of Energy Transfer (referred to herein as the “Energy Transfer unaudited prospective financial information”):

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Other Information

Certain of the measures included in the Crestwood unaudited prospective financial information and the Energy Transfer unaudited prospective financial information are non-GAAP financial measures, including, but not limited to, EBITDA, Adjusted EBITDA, Distributable Cash Flow, Distributable Cash Flow per Crestwood common unit, Distributable Cash Flow per ET common unit, Total Distribution Coverage Ratio and Total Capital Expenditures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Crestwood and Energy Transfer, respectively, are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

CRESTWOOD AND ENERGY TRANSFER DO NOT INTEND TO, AND DISCLAIM ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE CRESTWOOD UNAUDITED PROSPECTIVE FINANCIAL INFORMATION OR THE ENERGY TRANSFER UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THE MERGER AGREEMENT OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE CRESTWOOD UNAUDITED PROSPECTIVE FINANCIAL INFORMATION OR THE ENERGY TRANSFER UNAUDITED PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Interests of Crestwood’s Directors and Executive Officers in the Merger

In considering the recommendation of the Crestwood board of directors that you vote to approve and adopt the merger agreement and the merger, you should be aware that aside from their interests as Crestwood unitholders, Crestwood’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other Crestwood unitholders generally. The members of the Crestwood board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the Crestwood unitholders that the merger agreement and the merger be adopted. See the section above entitled “—Background of the Merger,” and the section titled “—Recommendation of the Crestwood Board of Directors and Reasons for the Merger.” Crestwood’s unitholders should take these interests into account in deciding whether to vote “FOR” the merger proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

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Treatment of Equity-Based Awards

In the merger, each Crestwood restricted unit will be entitled to receive the common unit merger consideration. The vesting restrictions applicable to each Crestwood restricted unit that has a grant date prior to January 1, 2023 (each, a “Pre-2023 Restricted Unit”) will lapse immediately prior to the effective time. For all other Crestwood restricted units (each, a “Post-2023 Restricted Unit”), the same restrictions and other terms and conditions that were applicable immediately prior to the effective time will continue to apply after the effective time.

Crestwood Performance Units

Each Crestwood performance unit that has a grant date prior to January 1, 2023 or that is otherwise vested at the effective time (each, a “pre-2023 Performance Unit”) will be cancelled at the effective time in exchange for (i) the common unit merger consideration in respect of the corresponding number of Crestwood common units (including any reinvested distribution equivalent rights) issuable pursuant to such Crestwood performance unit based upon the attainment of the applicable Crestwood performance assumption (as described below) and (ii) an amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Crestwood performance units. All other Crestwood performance units (each, a “Post-2023 Performance Unit”) will be assumed by Energy Transfer and converted into a time-based phantom unit award (the “assumed performance unit awards”) representing a contractual right upon vesting to receive a number of Energy Transfer common units equal to the product obtained by multiplying (i) the number of Crestwood common units subject to such assumed performance unit award immediately prior to the effective time assuming attainment of the applicable Crestwood performance assumption (including any reinvested distribution equivalent rights) by (ii) the exchange ratio. Each assumed performance unit award will otherwise be subject to the same terms and conditions that were applicable to the corresponding Crestwood performance unit immediately prior to the effective time other than the performance-based vesting conditions and, in the event any distribution is declared in respect of ET common units, the corresponding distribution equivalent right for each assumed performance unit award will be settled within 30 days following the time when distributions are paid to ET common unitholders generally. The “Crestwood performance assumptions” are as follows: (A) with respect to a Pre-2023 Performance Unit, a

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performance multiplier of 100%, and (B) with respect to a Post-2023 Performance Unit, the target level of performance for the relevant Crestwood performance unit.

Other Benefits

Short-Term Incentive Plan

Crestwood’s executive officers are eligible to receive an annual bonus each year pursuant to their respective employment agreements, the value of which is based on certain company key performance indicators and individual performance reviews. The value of an annual bonus could range from 0% to 200% of such executive officer’s target bonus for a given year. With respect to the bonus payments for the 2023 calendar year, if the closing occurs prior to the time when annual bonus payments are customarily paid, the bonus payments will be paid based on a 100% target opportunity level, when such bonus payments would have otherwise normally paid out, subject to the executive officer’s continued employment through the date of payment (or, if earlier, upon a termination without cause, subject to the executive officer’s execution and non-revocation of a release of claims).

Severance for Crestwood Executives

The severance benefits for each of Crestwood’s executive officers are set forth in such executive officer’s employment agreement. If an executive officer’s employment is terminated by their employer without “employer cause,” the executive officer resigns due to “employee cause” or the executive officer’s employment terminates as a result of death or permanent disability (each, a “qualifying termination”), or the employer’s election not to renew the applicable employment agreement, the executive officer will be entitled to receive, subject to the executive officer’s execution of a release of claims, severance equal to two (or, in the case of Mr. Phillips, three) times the sum of the executive’s base salary and average annual bonus for the prior two years, payable in equal installments over an 18-month period following termination. In addition, the executive officer would be entitled to receive subsidized medical benefits at active employee rates over such 18-month period.

Under the terms of the executive officers’ employment agreements (other than for Mr. Phillips), if the executive officer incurs a qualifying termination during the period beginning three months prior to a Change of Control and ending twelve months after a Change of Control, then the severance amount payable shall be increased to three times the sum of such executive officer’s base salary and average annual bonus for the prior two years.

If an executive officer fails to comply with the covenants in his employment agreement (such as non-compete restrictions), the release of claims or similar agreement, such executive officer shall forfeit the right to receive any severance payment installments following such failure to comply.

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For purposes of the executive officers’ employment agreements, the following terms are generally defined as follows:

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The table below summarizes the value of severance payments and benefits that each executive officer may be entitled to receive upon a qualifying termination during the period beginning three months prior to a Change of Control and ending twelve months after a Change of Control, pursuant to the terms of their respective employment agreements.