SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 28, 2008
Date of earliest event reported: March 25, 2008
Energy Transfer Partners, L.P.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-11727
|
|
73-1493906 |
| (State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
| of incorporation)
|
|
|
|
Identification Number) |
3738 Oak Lawn Avenue
Dallas, TX 75219
(Address of principal executive offices)
(214) 981-0700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2008, Energy Transfer Partners, L.P. (the “Partnership”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC, Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as joint
book-running managers and representatives of the several underwriters named therein (the
“Underwriters”), relating to the public offering by the Partnership of $350 million aggregate
principal amount of 6.000% Senior Notes due 2013, $600 million aggregate principal amount of 6.700%
Senior Notes due 2018, and $550 million aggregate principal amount of 7.500% Senior Notes due 2038
(the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended (the
“Securities Act”), pursuant to a Registration Statement on Form S-3ASR (Registration No.
333-147990) of the Partnership, as supplemented by the Prospectus Supplement dated March 25, 2008
relating to the Notes (the “Prospectus Supplement”), filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act on March 26, 2008. Closing of the
issuance and sale of the Notes is scheduled for March 28, 2008. A legal opinion related to the
Notes is filed herewith as Exhibit 5.1.
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the
Notes are subject to approval of legal matters by counsel and other customary conditions. The
Underwriters are obligated to purchase all the Notes if they purchase any of the Notes. The
Underwriting Agreement contains customary representations, warranties and agreements by the
Partnership and customary conditions to closing. Additionally, the Partnership has agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be required to make because of any of those
liabilities. The summary of the Underwriting Agreement in this report does not purport to be
complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto and
is incorporated herein by reference.
The Prospectus Supplement provides that the Partnership will use net proceeds from the
offering to repay amounts outstanding under its $500 million, 364-day term loan credit facility, to
repay a portion of amounts outstanding under its revolving credit facility, and to pay expenses
associated with the offering of the Notes. Affiliates of each of the Underwriters are agents
under, and Wachovia Capital Markets, LLC and Banc of America Securities LLC are joint lead
arrangers and book managers for, our revolving credit facility. Additionally, Wachovia Capital
Markets, LLC is the lead arranger and sole book manager for our 364-day term loan facility. Banc
of America Securities LLC, an Underwriter, is an affiliate of Bank of America, N.A., the
syndication agent under our revolving credit facility. Affiliates of each of BNP Paribas
Securities Corp., J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc., each of which is
an Underwriter, are co-documentation agents under our revolving credit facility. Accordingly, each
of the Underwriters will receive proceeds from the offering of the Notes. In addition, from time
to time the Underwriters and their affiliates have engaged, and may in the future engage, in
commercial banking and/or investment banking transactions with us and our affiliates for which they
received or will receive customary fees and expenses.
The Notes are being issued under the Indenture dated as of January 18, 2005 (the “Indenture”),
between the Partnership, as issuer, the subsidiary guarantors named therein, and Wachovia Bank,
National Association, as trustee, as amended and supplemented by the Sixth Supplemental Indenture
thereto (the “Supplemental Indenture”), between the Partnership and U.S. Bank National Association,
as successor trustee, with respect to the Notes. The terms of the Notes and the Supplemental
Indenture are further described in the Prospectus Supplement under the captions “Description of
Notes” and “Description of the Debt Securities,” which description is incorporated herein by
reference and filed herewith as Exhibit 99.2. Such description does not purport to be complete and
is qualified by reference to the Indenture and the Supplemental Indenture, which are filed as
exhibits hereto and incorporated herein by reference.