Energy Transfer Operating, L.P. Announces Early Participation Results of Exchange Offers and Consent Solicitations for Senior Notes of Energy Transfer LP and Extends Early Consent Benefits to Remaining Holders
Energy Transfer Operating, L.P. (formerly, Energy Transfer Partners,
L.P., and a subsidiary of Energy Transfer LP) (“ETO”) today announced
that, in connection with its previously announced offers to exchange any
and all validly tendered and accepted 7.500% Senior Notes due 2020,
4.250% Senior Notes due 2023, 5.875% Senior Notes due 2024 and 5.500%
Senior Notes due 2027 (collectively, the “Existing ET Notes”) issued by
Energy Transfer LP (formerly, Energy Transfer Equity, L.P.) (NYSE: ET)
for new senior notes to be issued by ETO (collectively, the “New ETO
Notes”), and the related solicitations of consents to amend the
indenture governing the Existing ET Notes (together, the “Exchange
Offers and Consent Solicitations”), it has received the requisite number
of consents to adopt certain amendments to the indentures governing the
Existing ET Notes, subject to each holder’s right to withdraw previously
tendered Existing ET Notes.
Based upon the substantial participation to date and the amendments
contemplated in the Exchange Offers and Consent Solicitations, ETO is
allowing additional time for investors to participate on the same terms
as the approximately 97% of holders of Existing ET Notes that have
already agreed to exchange by extending the deadline to receive the
Early Tender Premium (as defined below) to 11:59 p.m., New York City
time, on March 22, 2019, the same time as the Expiration Deadline (as
defined below) for the Exchange Offers and Consent Solicitations, unless
further extended.
Except as described in this press release relating to the extension of
the deadline to receive the Early Tender Premium, no changes have been
made to the terms and conditions of the Exchange Offers and Consent
Solicitations, which are set forth in ETO’s Registration Statement on
Form S-4 (File No. 333-229843) (the “Registration Statement”), which was
filed with the Securities and Exchange Commission (“SEC”) on February
25, 2019, and was amended by Amendment No. 1 to the Registration
Statement on March 7, 2019, but has not yet been declared effective.
The early consent deadline had been 5:00 p.m., New York City time, on
March 8, 2019 (the “Original Early Tender Deadline”). The aggregate
principal amount of the Existing ET Notes that have been validly
tendered and not validly withdrawn as of the Original Early Tender
Deadline is listed in the table below.
Title of Series of Existing ET Notes/CUSIP Number(s)
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Aggregate principal amount of such series of Existing ET Notes
tendered and consenting as of the Early Tender Deadline
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Percentage of total outstanding principal amount of such series
of Existing ET Notes tendered and consenting as of the Early Tender
Deadline
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7.500% Senior Notes due 2020 / 29273VAC4
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$1,129,011,000
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95.1%
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4.250% Senior Notes due 2023 / 29273VAG5
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$990,743,000
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99.1%
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5.875% Senior Notes due 2024 / 29273VAD2 / 29273VAE0
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$1,125,880,000
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97.9%
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5.500% Senior Notes due 2027 / 29273VAF7
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$952,930,000
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95.3%
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The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and conditions set forth in ETO’s preliminary prospectus,
dated as of February 25, 2019 (the “Prospectus”), which forms a part of
the Registration Statement. The Exchange Offers and Consent
Solicitations commenced on February 25, 2019, and will expire at 11:59
p.m. New York City time on March 22, 2019, unless extended (the
“Expiration Deadline”). Tendered Existing ET Notes may be validly
withdrawn at any time prior to the Expiration Date. However, consents to
the applicable amendments to the indenture governing the terms of the
Existing ET Notes may not be revoked after the Early Tender Deadline
even if holders validly withdraw tenders of any particular series of
Existing ET Notes. Requests for documents may be directed to the
Information Agent at the address and telephone numbers provided above.
The consideration for each $1,000 principal amount of Existing ET Notes
validly tendered at or prior to the Expiration Date and not validly
withdrawn will be $1,000 principal amount of New ETO Notes (the “Total
Consideration”), which includes an early participation premium of $30
principal amount of New ETO Notes of the applicable series (the “Early
Tender Premium”).
The Dealer Managers for the Exchange Offers and the Solicitation Agents
for the Consent Solicitations are:
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Citigroup 388 Greenwich Street, 7th Floor New
York, New York 10013 Attn: Liability Management Group Collect:
(212) 723-6106 Toll-Free: (800) 558-3745
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J.P. Morgan J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Collect: (212) 834-3424
Toll-Free: (866) 834-4666
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TD Securities TD Securities (USA) LLC
31 West 52nd Street
New York, New York 10019
Attn: Liability Management Group
Toll-Free: (855) 495-9846
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The Information Agent and Exchange Agent for the Exchange Offers and
Consent Solicitations is:
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Global Bondholder Services Corporation 65 Broadway,
Suite 404 New York, New York 10006 Banks and Brokers Call
Collect: (212) 430-3774 All Others Call Toll-Free: (866)
924-2200
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This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described herein
and is also not a solicitation of the related consents. The Exchange
Offers may be made only pursuant to the terms of the Prospectus and the
other related materials. A Registration Statement relating to the New
ETO Notes has been filed with the SEC but has not yet become effective.
The New ETO Notes may not be sold, nor may offers to buy be accepted,
prior to the time the Registration Statement is declared effective by
the SEC.
Energy Transfer Operating, L.P. (ETO) owns and operates one of
the largest and most diversified portfolios of energy assets in the
United States. Strategically positioned in all of the major U.S.
production basins, its core operations include complementary natural gas
midstream, intrastate and interstate transportation and storage assets;
crude oil, natural gas liquids (NGL) and refined product transportation
and terminalling assets; NGL fractionation; and various acquisition and
marketing assets. Energy Transfer Operating, L.P.’s general partner is
owned by Energy Transfer LP (NYSE: ET).
Energy Transfer LP (NYSE: ET) owns and operates one of the
largest and most diversified portfolios of energy assets in the United
States, with a strategic footprint in all of the major U.S. production
basins, ET is a publicly traded limited partnership with core operations
that include complementary natural gas midstream, intrastate and
interstate transportation and storage assets; crude oil, natural gas
liquids (NGL) and refined product transportation and terminalling
assets; NGL fractionation; and various acquisition and marketing assets.
ET, through its ownership of Energy Transfer Operating, L.P., formerly
known as Energy Transfer Partners, L.P., also owns the general partner
interests, the incentive distribution rights and 28.5 million common
units of Sunoco LP (NYSE: SUN), and the general partner interests and
39.7 million common units of USA Compression Partners, LP (NYSE: USAC).
Forward-Looking Statements
Statements about the Exchange Offers and Consent Solicitations may be
forward-looking statements. Forward-looking statements can be identified
by words such as “anticipates,” “believes,” “intends,” “projects,”
“plans,” “expects,” “continues,” “estimates,” “goals,” “forecasts,”
“may,” “will” and other similar expressions. These forward-looking
statements rely on a number of assumptions concerning future events and
are subject to a number of uncertainties and factors, many of which are
outside the control of ETO, and a variety of risks that could cause
results to differ materially from those expected by management of ETO.
Important information about issues that could cause actual results to
differ materially from those expected by management of ETO can be found
in ETO’s public periodic filings with the SEC, including its Annual
Report on Form 10-K. ETO undertakes no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time.
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