ET Raises $1.98B Net to Repay Revolver via 2056 Notes

Rhea-AI Filing Summary

Energy Transfer LP entered into an underwriting agreement to sell $1.2 billion of Series 2025A junior subordinated notes and $800 million of Series 2025B junior subordinated notes, an aggregate $2.0 billion of securities due 2056. The Series 2025A Notes carry an initial fixed interest rate of 6.500% and the Series 2025B Notes carry an initial fixed interest rate of 6.750%. The offering was registered on Form S-3 and was supplemented by a prospectus supplement filed under Rule 424(b).

The offering is expected to close on August 25, 2025, subject to customary closing conditions. The Partnership expects to receive approximately $1.980 billion of net proceeds before offering expenses and intends to use those proceeds to repay borrowings under its revolving credit facility and for general partnership purposes. The underwriting agreement names several major banks as joint book-running managers and notes that affiliates of the underwriters are lenders under the revolving facility and may receive a portion of the proceeds through repayment. The underwriting agreement and a press release are attached as exhibits to the report.

Positive

• Successfully priced an aggregate $2.0 billion public offering of junior subordinated notes
• Net proceeds of $1.980 billion expected before offering expenses to fund debt repayment and general purposes
• Long-dated maturities (due 2056) provide extended financing term for the issued notes
• Fixed coupons established at 6.500% (Series 2025A) and 6.750% (Series 2025B), locking in interest cost for these tranches

Negative

• Notes are junior subordinated, indicating subordination in the capital structure relative to senior creditors
• Affiliates of the underwriters are lenders
• Closing is subject to customary conditions, so the issuance and receipt of proceeds are not final until closing

Insights

Financial Analyst

TL;DR: ET priced $2.0B of long-dated subordinated notes to repay revolver borrowings and support partnership liquidity; terms are explicitly stated.

The Partnership issued two tranches of junior subordinated notes due 2056 totaling $2.0 billion, with fixed coupons of 6.500% (Series 2025A) and 6.750% (Series 2025B). Net proceeds are stated as $1.980 billion before offering expenses and are intended to repay borrowings under the revolving credit facility and for general partnership purposes. The offering is registered on Form S-3 and expected to close on August 25, 2025, subject to customary conditions. The filing also discloses that underwriter affiliates are lenders under the revolver and may receive repayment proceeds, which is a disclosed related-party flow.

Debt Capital Markets Specialist

TL;DR: Two long-dated junior subordinated tranches were priced, locking in fixed coupons and providing near-term liquidity via $1.98B net proceeds.

The transaction establishes long-dated (2056) junior subordinated debt with stated fixed coupons of 6.500% and 6.750%, creating a predictable interest expense profile for these instruments. The stated use of proceeds is repayment of revolver borrowings and general partnership purposes, which directly converts short-term revolver exposure into long-dated subordinated paper. The underwriting agreement contains customary representations and indemnities and identifies major banks as joint book-runners; affiliates of those underwriters are lenders under the revolver and may receive repayment proceeds. Closing remains subject to customary conditions.

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UNITED STATES

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 (Date of earliest event reported): August 11, 2025

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)

Delaware		1-32740		30-0108820
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices, including zip code)

(214) 981-0700

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units		ET		New York Stock Exchange
9.250% Series I Fixed Rate Perpetual Preferred Units		ETprI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 11, 2025, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, Truist Securities, Inc., 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 $1,200,000,000 aggregate principal amount of its Series 2025A junior subordinated notes due 2056 (the “Series 2025A Notes”) and $800,000,000 aggregate principal amount of its Series 2025B junior subordinated notes due 2056 (the “Series 2025B Notes” and, together with the Series 2025A Notes, the “Notes”). Initially, the Series 2025A Notes will bear interest at an annual rate of 6.500% and the Series 2025B Notes will bear interest at an annual rate of 6.750%.

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 supplemented by the Prospectus Supplement dated August 11, 2025, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on August 11, 2025. The Offering is expected to close on August 25, 2025, subject to the satisfaction of customary closing conditions. The Partnership intends to use the net proceeds of $1.980 billion (before offering expenses) from the Offering to repay borrowings under the Partnership’s 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 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 the Offering through any repayment of borrowings under the Partnership’s revolving credit facility.

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 August 11, 2025, the Partnership issued a press release relating to the pricing of the Offering.

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 Number		Description of the Exhibit
1.1		Underwriting Agreement, dated as of August 11, 2025 among Energy Transfer LP, as issuer, and J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, Truist Securities, Inc., 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 August 11, 2025, 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: August 12, 2025				/s/ Dylan A. Bramhall
				Dylan A. Bramhall
				Executive Vice President and Group Chief Financial Officer

FAQ

What did Energy Transfer (ET) announce in this 8-K?

The Partnership announced an underwriting agreement to offer $1.2 billion of Series 2025A Notes and $800 million of Series 2025B Notes, an aggregate $2.0 billion, due 2056.

How much net proceeds will ET receive from the offering?

Energy Transfer expects approximately $1.980 billion of net proceeds before offering expenses from the offering.

What are the interest rates and maturities of the notes?

The Series 2025A Notes bear interest at an initial fixed rate of 6.500% and the Series 2025B Notes at 6.750%, with both tranches due in 2056.

What will ET use the offering proceeds for?

The Partnership intends to use the net proceeds to repay borrowings under its revolving credit facility and for general partnership purposes.

When is the offering expected to close?

The offering is expected to close on August 25, 2025, subject to the satisfaction of customary closing conditions.