| Item 1.01. |
Entry into a Material Definitive Agreement. |
On August 25, 2025, Energy Transfer LP (the “Partnership”) completed its previously reported underwritten public offering (the “Offering”) 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”). The Notes were issued under the Indenture, dated as of December 14, 2022 (the “Indenture”), between the Partnership and U.S. Bank Trust Company, National Association, as trustee, as supplemented by (a) in the case of the Series 2025A Notes, the Eighth Supplemental Indenture, dated as of August 25, 2025 (the “Eighth Supplemental Indenture”), and (b) in the case of the Series 2025B Notes, the Ninth Supplemental Indenture, dated as of August 25, 2025 (the “Ninth Supplemental Indenture” and, together with the Eighth Supplemental Indenture, the “Supplemental Indentures”).
The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3ASR (File No. 333-279982) of the Partnership, which became effective on June 6, 2024, as supplemented by the Prospectus Supplement, dated August 11, 2025 (together with the accompanying prospectus, dated June 5, 2024, the “Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on August 13, 2025. The legal opinion related to the Notes is included as Exhibit 5.1 to this Current Report on Form 8-K.
The terms of the Notes and the Supplemental Indentures are further described in the Prospectus Supplement under the captions “Description of the Notes” and “Description of Debt Securities.” Such descriptions do not purport to be complete and are qualified by reference to the Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, copies of which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit
Number |
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Description of the Exhibit |
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| 4.1 |
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Indenture, dated as of December 14, 2022, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32740) filed December 14, 2022). |
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| 4.2 |
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Eighth Supplemental Indenture, dated as of August 25, 2025, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.3 |
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Ninth Supplemental Indenture, dated as of August 25, 2025, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.4 |
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Form of Series 2025A Notes (included in Exhibit 4.2 hereto). |
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| 4.5 |
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Form of Series 2025B Notes (included in Exhibit 4.3 hereto). |
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| 5.1 |
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Opinion of Latham & Watkins LLP. |
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| 23.1 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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