Energy Transfer prices $1.75B subordinated notes
Energy Transfer LP has priced a public offering of $650,000,000 Series 2026A and $1,100,000,000 Series 2026B junior subordinated notes, both due 2057.
Rhea-AI Filing Summary
Energy Transfer LP has priced a public offering of $650,000,000 Series 2026A and $1,100,000,000 Series 2026B junior subordinated notes, both due 2057. The 2026A notes will initially pay 6.550% annual interest and the 2026B notes 6.700%, with settlement expected on July 20, 2026, subject to customary conditions.
Energy Transfer expects net proceeds of approximately $1,732,500,000 (before offering expenses). It plans to use this cash to redeem all outstanding 6.500% Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units during the redemption period commencing August 15, 2026, refinance existing indebtedness including commercial paper and revolving credit facility borrowings, and for general partnership purposes.
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Insights
Energy Transfer raises $1.75B in long-dated hybrid debt mainly to refinance costlier capital.
Energy Transfer is issuing $650 million Series 2026A and $1.1 billion Series 2026B junior subordinated notes due 2057 at initial coupons of 6.550% and 6.700%. These securities sit low in the capital structure and are often viewed as hybrid between debt and equity.
The company expects net proceeds of about $1,732,500,000. It intends to redeem 6.500% Series H Preferred Units starting in the redemption period commencing August 15, 2026, and refinance commercial paper and revolving credit facility borrowings. This shifts funding from preferred equity and short-term debt toward long-dated subordinated notes.
Overall leverage impact depends on the mix of preferred redemption and debt repayment, but the transaction simplifies the capital stack and extends maturities. Lender and underwriter affiliates may receive a portion of proceeds via repayments and redemptions, highlighting close ties with the underwriting group.
8-K Event Classification
Key Figures
Key Terms
junior subordinated notes financial
Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units financial
shelf registration statement regulatory
prospectus supplement regulatory
forward-looking statements regulatory
FAQ
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What did Energy Transfer (ET) announce in this 8-K filing?
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How will Energy Transfer (ET) use the proceeds from the junior subordinated notes?
When will Energy Transfer (ET) redeem its Series H Preferred Units?
When is the Energy Transfer (ET) junior subordinated notes offering expected to close?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 6, 2026, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, 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 $650,000,000 aggregate principal amount of its Series 2026A junior subordinated notes due 2057 (the “Series 2026A Notes”) and $1,100,000,000 aggregate principal amount of its Series 2026B junior subordinated notes due 2057 (the “Series 2026B Notes” and together with the Series 2026A Notes, the “Notes”). Initially, the Series 2026A Notes will bear interest at an annual rate of 6.550% and the Series 2026B Notes will bear interest at an annual rate of 6.700%.
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 July 6, 2026 relating to the Offering, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on July 6, 2026. The Offering is expected to close on July 20, 2026, subject to the satisfaction of customary closing conditions. The Partnership intends to use the net proceeds of approximately $1,732,500,000 (before offering expenses) from the Offering to redeem all of its outstanding 6.500% Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series H Preferred Units”), which are redeemable during the redemption period commencing August 15, 2026, to refinance existing indebtedness, including to repay commercial paper and borrowings under its revolving credit facility, and for general partnership purposes. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Series H Preferred Units. Notice of redemption with respect to the Series H Preferred Units will be issued at a later date, and such units will be redeemed during the redemption period, which commences August 15, 2026.
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, and certain of the underwriters or their affiliates may be holders of the Series H Preferred Units. 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 or redemption of the Series H Preferred Units. 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 the 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 July 6, 2026, 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 |
Description of the Exhibit | |
| 1.1 | Underwriting Agreement, dated as of July 6, 2026 among Energy Transfer LP, as issuer, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, Inc., as representatives of the several underwriters named therein, with respect to the Notes. | |
| 99.1 | Energy Transfer LP Press Release, dated as of July 6, 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: July 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 $1.75 BILLION OF JUNIOR SUBORDINATED NOTES
DALLAS—July 6, 2026—Energy Transfer LP (NYSE: ET) today announced the pricing of its offering of $650,000,000 aggregate principal amount of Series 2026A junior subordinated notes due 2057 (the “Series 2026A notes”) and $1,100,000,000 aggregate principal amount of Series 2026B junior subordinated notes due 2057 (the “Series 2026B notes,” and together with the Series 2026A notes, the “junior subordinated notes”) each at prices to the public of 100.000% of their face value. Initially, the Series 2026A notes will bear interest at an annual rate of 6.550% and the Series 2026B notes will bear interest at an annual rate of 6.700%.
The sale of the junior subordinated notes is expected to settle on July 20, 2026, subject to the satisfaction of customary closing conditions. Energy Transfer intends to use the net proceeds of approximately $1,732,500,000 (before offering expenses) from the junior subordinated notes offering to redeem all of its outstanding 6.500% Series H Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series H Preferred Units”), which are redeemable during the redemption period commencing August 15, 2026, to refinance existing indebtedness, including to repay commercial paper and borrowings under its revolving credit facility, and for general partnership purposes. This press release does not constitute a notice of redemption with respect to the Series H Preferred Units, and nothing contained herein shall constitute, or be deemed to constitute, a notice of redemption of the Series H Preferred Units. Notice of redemption with respect to the Series H Preferred Units will be issued at a later date, and such units will be redeemed during the redemption period, which commences August 15, 2026.
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, and Truist Securities, Inc. are acting as joint book-running managers for the junior subordinated notes offering. The offering of the junior subordinated 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 junior subordinated 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:
| Citigroup Global Markets Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Telephone: 1-800-831-9146 Email: prospectus@citi.com
J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 Attention: Investment Grade Syndicate Desk Fax: 1-212-834-6081
PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 Attention: Debt Capital Markets Fixed Income Telephone: 1-855-881-0697 Email: pnccmprospectus@pnc.com |
TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 Attention: DCM-Transaction Advisory Telephone: 1-855-495-9846
Truist Securities, Inc. 740 Battery Avenue SE, 3rd Floor Atlanta, Georgia 30339 Attention: Prospectus Department Email: Truistsecurities.Prospectus@Truist.com Telephone: 1-800-685-4786 |
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 (NYSE: 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 (NYSE: SUN), the managing member interests in SunocoCorp LLC (NYSE: SUNC), and the general partner interests and approximately 46 million common units (representing 32% of the outstanding common units) of USA Compression Partners, LP (NYSE: USAC).
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
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Bill Baerg
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