Energy Transfer prices $2.7B senior notes offering
The proceeds are intended to refinance existing debt and support general partnership purposes; settlement is expected November 20, 2026, subject to customary closing conditions.
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Rhea-AI Filing Summary
Energy Transfer LP priced a public offering of $2.7 billion of senior notes in three $900 million tranches: 5.450% notes due 2032, 5.900% notes due 2037, and 6.550% notes due 2057. The prices to the public are 99.972%, 99.719%, and 99.862% of face value, respectively.
The sale is expected to settle on November 20, 2026, subject to customary closing conditions. Energy Transfer intends to use approximately $2.68 billion in net proceeds, before offering expenses, to refinance existing indebtedness—including commercial paper and revolving-credit-facility borrowings—and for general partnership purposes. Affiliates of the underwriters are lenders under the revolving credit facility and may receive part of the proceeds through repayments. Certain underwriters or their affiliates are also dealers on the commercial paper program and may receive proceeds through repayments to the extent they hold the Partnership’s commercial paper.
8-K Event Classification
Key Figures
Key Terms
Senior Notes financial
aggregate principal amount financial
revolving credit facility financial
commercial paper program financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 5, 2026, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to the public offering (the “Offering”) by the Partnership of $900,000,000 aggregate principal amount of its 5.450% Senior Notes due 2032 (the “2032 Notes”), $900,000,000 aggregate principal amount of its 5.900% Senior Notes due 2037 (the “2037 Notes”) and $900,000,000 aggregate principal amount of its 6.550% Senior Notes due 2057 (the “2057 Notes” and, together with the 2032 Notes and the 2037 Notes, the “Notes”).
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. 333-279982) of the Partnership, which became effective on June 6, 2024, as amended by Post-Effective Amendment No. 1 thereto and as supplemented by the Prospectus Supplement dated November 5, 2026 relating to the Offering, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on November 5, 2026. The Offering is expected to close on November 20, 2026, subject to the satisfaction of customary closing conditions. The Partnership intends to use the net proceeds of approximately $2.68 billion (before offering expenses) from the Offering to refinance existing indebtedness, including to repay commercial paper and borrowings under its revolving credit facility, and for general partnership purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, and customary conditions to closing, indemnification obligations of the Partnership, as applicable, 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. Accordingly, each of the Underwriters and their affiliates may receive a portion of the net proceeds from this Offering through any repayment of borrowings under the Partnership’s revolving credit facility. Additionally, certain of the Underwriters or their affiliates are dealers on the Partnership’s commercial paper program and may receive a portion of the net proceeds from this Offering through any repayment of borrowings under such commercial paper program, to the extent they are holding any of the Partnership’s commercial paper.
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.
| Item 8.01. | Other Events. |
On November 5, 2026, the Partnership issued a press release relating to the pricing of the Offering contemplated by the Underwriting Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of the Exhibit | |
| 1.1 | Underwriting Agreement, dated as of November 5, 2026 among Energy Transfer LP, as issuer, and Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the Notes. | |
| 99.1 | Energy Transfer LP Press Release, dated as of November 5, 2026, announcing the pricing of the Notes. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY TRANSFER LP | ||||||
| By: LE GP, LLC, its general partner | ||||||
| Date: November 6, 2026 | /s/ Dylan A. Bramhall | |||||
| Dylan A. Bramhall | ||||||
| Executive Vice President and Group Chief Financial Officer | ||||||
Exhibit 99.1
ENERGY TRANSFER LP ANNOUNCES PRICING OF $2.7 BILLION OF SENIOR NOTES
DALLAS—November 5, 2026—Energy Transfer LP (Texas Stock Exchange, TXSE: ET) today announced the pricing of its offering of $900 million aggregate principal amount of 5.450% senior notes due 2032, $900 million aggregate principal amount of 5.900% senior notes due 2037 and $900 million aggregate principal amount of 6.550% senior notes due 2057 (together, the “senior notes”) at prices to the public of 99.972%, 99.719% and 99.862%, respectively, of their face value.
The sale of the senior notes is expected to settle on November 20, 2026, subject to the satisfaction of customary closing conditions. Energy Transfer intends to use the net proceeds of approximately $2.68 billion (before offering expenses) to refinance existing indebtedness, including to repay commercial paper and borrowings under its revolving credit facility, and for general partnership purposes.
Barclays, Deutsche Bank Securities, Morgan Stanley, RBC Capital Markets and Wells Fargo Securities are acting as joint book-running managers for the senior notes offering.
The offering of the senior notes is being made pursuant to an effective shelf registration statement and prospectus filed by Energy Transfer with the Securities and Exchange Commission (“SEC”). The offering of the senior notes may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended, copies of which may be obtained from the following addresses:
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Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Toll-free: 1-888-603-5847 E-mail: barclaysprospectus@broadridge.com
Deutsche Bank Securities Inc. 1 Columbus Circle, 9th Floor New York, New York 10019 Attention: Debt Capital Markets Syndicate With a copy to Attention: General Counsel Toll-free: 1-800-503-4611 E-mail: dbcapmarkets.gcnotices@list.db.com
Morgan Stanley & Co. LLC 1585 Broadway, 19th Floor New York, New York 10036 Attention: Investment Banking Division Toll-free: 1-866-718-1649 |
RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 Attention: DCM Transaction Management Toll-free: (866) 375-6829 E-mail: tmgus@rbccm.com
Wells Fargo Securities, LLC 608 2nd Avenue South, Suite 1000 Minneapolis, MN 55402 Attention: WFS Customer Service Toll-free: 1-800-645-3751 E-mail: wfscustomerservice@wellsfargo.com |
You may also obtain these documents for free when they are available by visiting EDGAR on the SEC website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Energy Transfer LP (TXSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with approximately 140,000 miles of pipeline and associated energy infrastructure. Energy Transfer’s strategic network spans 44 states with assets in all of the major U.S. production basins. Energy Transfer 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; and NGL fractionation. Energy Transfer also owns the general partner interests, the incentive distribution rights and approximately 28 million common units (representing 15% of the aggregate outstanding common units and Class D units) of Sunoco LP (TXSE: SUN), the managing member interests in SunocoCorp LLC (TXSE: SUNC), and the general partner interests and approximately 46 million common units (representing 32% of the outstanding common units) of USA Compression Partners, LP (TXSE: USAC). For more information, visit the Energy Transfer LP website at energytransfer.com.
Forward-Looking Statements
Statements about the offering 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 Energy Transfer, and a variety of risks that could cause results to differ materially from those expected by management of Energy Transfer. Important information about issues that could cause actual results to differ materially from those expected by management of Energy Transfer can be found in Energy Transfer’s public periodic filings with the SEC, including its Annual Report on Form 10-K. Energy Transfer 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.
Energy Transfer LP
Investor Relations:
Bill Baerg
Brent Ratliff
Lyndsay Hannah
214-981-0795
Media Relations:
Vicki Granado
214-840-5820