UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~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~~

February 17, 2021
Date of Report (Date of earliest event reported)
ENERGY TRANSFER OPERATING, L.P.
(Exact name of Registrant as specified in its charter)
Delaware	1-31219	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 5, 2021

Energy Transfer Operating, L.P.

(Exact name of registrant as specified in its charter)

Delaware

1-31219

73-1493906

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive ~~offices~~office) (~~zip~~Zip ~~code~~Code)

(214) 981-0700

(Registrant’s telephone number, including area code)

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

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprC

New York Stock Exchange

~~ETPprC~~

~~New York Stock Exchange~~

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprD

New York Stock Exchange

~~ETPprD~~

~~New York Stock Exchange~~

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprE

New York Stock Exchange

~~ETPprE~~

~~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 71.01. ~~Regulation~~ FDEntry ~~Disclosure~~into a Material Definitive Agreement.

OnMerger ~~February 17,~~Agreement 2021, Energy Transfer LP ("Energy Transfer"), which owns the general partner of Energy Transfer Operating, L.P. (the "Partnership"), issued a press release announcing the financial and operating results of Energy Transfer, including certain financial results of the Partnership, for the fiscal year and fourth fiscal quarter ended December 31, 2020. A copy of Energy Transfer's press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

InOn ~~accordance~~March 5, ~~with~~2021, ~~General~~Energy ~~Instruction~~Transfer ~~B.2~~LP, ofa ~~Form~~Delaware ~~8-K~~limited partnership (“ET”), ~~the~~agreed ~~information~~to ~~set~~undertake ~~forth~~an ininternal ~~the~~reorganization ~~attached~~by ~~Exhibit~~causing 99Energy Transfer Operating, L.1P., isa ~~deemed~~Delaware tolimited bepartnership (“~~furnished~~ETO”) and ~~shall~~subsidiary ~~not~~of beET, ~~deemed~~ to bemerge ~~“filed”~~with ~~for~~and ~~purposes~~into ofETO ~~Section~~Merger 18Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ET (“Merger Sub”), with ETO surviving (the ~~Exchange~~“Merger”) ~~Act~~as a wholly owned subsidiary of ET.

Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), at the closing, each issued and outstanding preferred unit representing a limited partner interest in ETO will be converted into the right to receive one newly created preferred unit representing a limited partner interest in ET with substantially equivalent preferences, rights, powers, duties and obligations as the ETO preferred unit for which it is exchanged. Specifically, each issued and outstanding:

•

6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET;

•

6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET;

•

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET;

•

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET;

•

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET;

•

6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET; and

•

7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ETO will convert into the right to receive one newly created 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in ET.

In addition, each of the issued and outstanding Class K Units, Class L Units, Class M Units and Class N Units (the “Hook Units”), each representing a limited partner interest in ETO and all of which are held by ETP Holdco Corporation, a Delaware corporation and wholly owned subsidiary of ETO, will convert into the right to receive, in the aggregate, 675,625,000 newly created Class B Units representing limited partner interests in ET.

The common units representing limited partner interests in ETO, all of which are held by ET, will be unaffected by the Merger and remain outstanding. The general partner interest in ETO, will be unaffected by the Merger and remain outstanding.

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions.

The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference.

Cautionary Statement Regarding Forward-Looking Statements

This report includes “forward-looking” statements. Forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may” or similar expressions help identify forward-looking statements. ET cannot give any assurance that expectations and projections about future events will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. These and other risks and uncertainties are discussed in more detail in filings made by ET and ETO with the U.S. Securities and Exchange Commission (the “SEC”), which are available to the public. ET and ETO undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, ET will file a registration statement on Form S-4 with the SEC. INVESTORS AND SECURITY HOLDERS OF ET AND ETO ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Investors and security holders may obtain a free copy of the registration statement (when available) and other relevant documents filed by ET and ETO with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the registration statement and other relevant documents (when available) from www.energytransfer.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


2.1*		Agreement and Plan of Merger, dated as of March 5, 2021, by and among Energy Transfer LP, ETO Merger Sub LLC and Energy Transfer Operating, L.P.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number						Description of the Exhibit
99.1						Energy Transfer LP Press Release dated February 17, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). ET agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

~~SIGNATURE~~3

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 OPERATING, L.P.	~~ENERGY TRANSFER OPERATING, L.P.~~
		By:	~~By:~~Energy Transfer Partners GP, L.P.,	~~Energy Transfer Partners GP, L.P.,~~
			its general partner	~~its general partner~~
		By:	~~By:~~Energy Transfer Partners, L.L.C.,	~~Energy Transfer Partners, L.L.C.,~~
			its general partner	~~its general partner~~
Date:	February 17, 2021		By:	/s/ Bradford D. Whitehurst
Date: March 5, 2021		By:	/s/ Bradford D. Whitehurst
				Bradford D. Whitehurst
		Name:	Bradford D. Whitehurst
				Chief Financial Officer
		Title:	Chief Financial Officer

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