|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On April 17, 2019 Energy Transfer Operating, L.P. (the “Partnership”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Underwriters”), with respect to the
issuance and sale in an underwritten public offering (the “Offering”) by the Partnership of 28,000,000 of its 7.600% Series E
Fixed-to-Floating
Rate Cumulative
Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series E Preferred Units”) at a price to the public of $25.00 per unit. Pursuant to the Underwriting Agreement, the Partnership has also
granted the Underwriters a 30-day option to purchase up to 4,200,000 additional Series E Preferred Units.
The Offering was registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form
S-3
(File
No. 333-221411)
of the
Partnership, which became effective on November 8, 2017, as amended by Post-Effective Amendment No. 1 thereto and as supplemented by the Prospectus Supplement dated April 17, 2019 relating to the Series E Preferred Units, filed with
the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on April 17, 2019. The Offering is expected to close on April 25, 2019, subject to the satisfaction of customary closing
conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary
conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The Underwriters may, from time to time, engage in transactions with and perform services for the Partnership and its affiliates in the
ordinary course of business. Affiliates of each of the Underwriters are lenders under the Partnership’s revolving credit facility and, accordingly, may receive a portion of the net proceeds from the Offering.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated into this Item 1.01 by reference.
