Energy Transfer (NYSE: ET) sells $3B in notes to refinance debt

Rhea-AI Filing Summary

Energy Transfer LP has priced a public debt offering totaling $3 billion of fixed-rate senior notes. The partnership is issuing $1,000,000,000 of 4.550% Senior Notes due 2031, $1,000,000,000 of 5.350% Senior Notes due 2036, and $1,000,000,000 of 6.300% Senior Notes due 2056 under an effective shelf registration. The transaction is expected to close on January 27, 2026, subject to customary conditions.

Energy Transfer expects to receive approximately $2.97 billion in net proceeds before expenses. It plans to use this cash to refinance existing indebtedness, including repaying commercial paper and borrowings under its revolving credit facility, and for general partnership purposes. Several underwriters and their affiliates are also lenders under the credit facility or dealers in the commercial paper program, so they may receive part of the proceeds through these repayments.

Insights

Credit and capital structure analyst

Energy Transfer is issuing $3B of long-term notes mainly to refinance existing debt.

Energy Transfer LP is issuing three tranches of senior notes totaling $3,000,000,000 with staggered maturities in 2031, 2036, and 2056. Coupon rates range from 4.550% to 6.300%, locking in long-term funding at fixed rates and extending the debt maturity profile.

The partnership expects net proceeds of about $2,970,000,000, which it plans to use to refinance existing indebtedness, including commercial paper and revolving credit facility borrowings, and for general partnership purposes. Because affiliates of the underwriters are lenders under these facilities or dealers in the commercial paper program, some proceeds will cycle back to them through repayments.

The transaction appears aimed at reshaping the mix between short-term and long-term borrowings rather than adding entirely new leverage. Actual impact on interest expense and credit metrics will depend on the terms of the debt being refinanced and will be seen in future periodic financial reports covering the period after the expected closing on January 27, 2026.

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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): January 12, 2026

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 January 12, 2026, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., 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 $1,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of its 5.350% Senior Notes due 2036 (the “2036 Notes”) and $1,000,000,000 aggregate principal amount of its 6.300% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes and the 2036 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 supplemented by the Prospectus Supplement dated January 12, 2026 relating to the Offering, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 12, 2026. The Offering is expected to close on January 27, 2026, subject to the satisfaction of customary closing conditions. The Partnership intends to use the net proceeds of approximately $2.97 billion (before offering expenses) from the Offering to refinance existing indebtedness, including to repay commercial paper and 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, 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 January 12, 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 Number		Description of the Exhibit
1.1		Underwriting Agreement, dated as of January 12, 2026 among Energy Transfer LP, as issuer, and BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein, with respect to the Notes.
99.1		Energy Transfer LP Press Release, dated as of January 12, 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: January 13, 2026				/s/ Dylan A. Bramhall
				Dylan A. Bramhall
				Executive Vice President and Group Chief Financial Officer

FAQ

What did Energy Transfer LP (ET) announce regarding new debt?

Energy Transfer LP entered into an underwriting agreement for a public offering of $3,000,000,000 of fixed-rate senior notes, split evenly among 2031, 2036, and 2056 maturities.

What types of senior notes is Energy Transfer LP (ET) issuing?

The partnership is issuing 4.550% Senior Notes due 2031, 5.350% Senior Notes due 2036, and 6.300% Senior Notes due 2056, each with an aggregate principal amount of $1,000,000,000.

How much does Energy Transfer LP (ET) expect in net proceeds from the notes offering?

Energy Transfer LP expects to receive approximately $2.97 billion in net proceeds from the notes offering, before deducting offering expenses.

How will Energy Transfer LP (ET) use the net proceeds from this offering?

The net proceeds are intended to refinance existing indebtedness, including repaying commercial paper and borrowings under the revolving credit facility, and for general partnership purposes.

When is the Energy Transfer LP (ET) notes offering expected to close?

The offering is expected to close on January 27, 2026, subject to the satisfaction of customary closing conditions.

Who are the underwriters for Energy Transfer LP’s (ET) senior notes offering?

Joint book-running managers and representatives include BofA Securities, Deutsche Bank Securities, Mizuho Securities USA, MUFG Securities Americas, and SMBC Nikko Securities America, along with other underwriters named in the agreement.

How are the underwriters and their affiliates tied to Energy Transfer LP’s (ET) existing debt?

Affiliates of the underwriters are lenders under the revolving credit facility and some are dealers under the commercial paper program, so they may receive part of the proceeds through repayment of those borrowings.