Obligation Energy Transfer L.P 6.05% ( US29273RAP47 ) en USD

Energy Transfer L.P

100.09 % ▼

Etas-Unis

US29273RAP47 ( en USD )

6.05% par an ( paiement semestriel )

31/05/2041 ( La date du prochain call est le 01/12/2040 )

Prospectus brochure de l'obligation Energy Transfer L.P US29273RAP47 en USD 6.05%, échéance 31/05/2041

2 000 USD

700 000 000 USD

29273RAP4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/06/2024 ( Dans 37 jours )

L'Obligation émise par Energy Transfer L.P ( Etas-Unis ) , en USD, avec le code ISIN US29273RAP47, paye un coupon de 6.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2041

L'Obligation émise par Energy Transfer L.P ( Etas-Unis ) , en USD, avec le code ISIN US29273RAP47, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer L.P ( Etas-Unis ) , en USD, avec le code ISIN US29273RAP47, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum Aggregate
Amount of
of Securities to be Offered

Offering Price
Registration Fee(1)
4.65% Senior Notes due 2021
$800,000,000
$92,880
6.05% Senior Notes due 2041
$700,000,000
$81,270
Total
$1,500,000,000
$174,150

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-171697

PROSPECTUS SUPPLEMENT
(To Prospectus dated January 13, 2011)

$1,500,000,000

Energy Transfer Partners, L.P.

4.65% Senior Notes due 2021

6.05% Senior Notes due 2041

We are offering $800,000,000 aggregate principal amount of our 4.65% Senior Notes due 2021,
or the 2021 notes, and $700,000,000 aggregate principal amount of our 6.05% Senior Notes due
2041, or the 2041 notes. We refer to the 2021 notes and the 2041 notes, collectively, as the notes.

Interest on each of the 2021 notes and the 2041 notes will accrue from May 12, 2011 and will be
payable semiannually on June 1 and December 1 of each year, beginning on December 1, 2011.
The 2021 notes will mature on June 1, 2021 and the 2041 notes will mature on June 1, 2041.

We may redeem some or all of the notes at our option at any time and from time to time prior to
their maturity at the redemption prices set forth in this prospectus supplement, plus accrued and
unpaid interest. See the section entitled "Description of Notes -- Optional Redemption."

The notes are our unsecured senior obligations. If we default, your right to payment under the
notes will rank equally with the right to payment of the holders of our other current and future
unsecured senior debt and senior in right of payment to all of our future subordinated debt. The
notes will not initially be guaranteed by our subsidiaries.

None of the Securities and Exchange Commission, any state securities commission or
any other U.S. regulatory authority has approved or disapproved of the securities nor have
any of the foregoing authorities passed upon or endorsed the merits of this offering or the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 of this
prospectus supplement and page 4 of the accompanying prospectus and the other risks
identified in the documents incorporated by reference herein for information regarding risks
you should consider before investing in the notes.

Per

Total

Per

Total

2021 Note
2021 Notes
2041 Note
2041 Notes
Price to Public(1)
99.679% $ 797,432,000 99.747% $ 698,229,000
Underwriting Discount
0.650% $ 5,200,000

0.875%
$ 6,125,000

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Proceeds to Energy Transfer Partners, L.P.
(Before Expenses)
99.029% $ 792,232,000 98.872% $ 692,104,000

(1) Plus accrued interest from May 12, 2011, if settlement occurs after that date.

The underwriters expect to deliver the notes in book-entry form only through The Depository
Trust Company on or about May 12, 2011.

Joint Book-Running Managers
RBS

Credit Suisse

SunTrust Robinson Humphrey

BNP PARIBAS

Deutsche Bank Securities

Co-Managers
DnB NOR Markets

RBC Capital Markets

UBS Investment Bank

Mitsubishi UFJ Securities

US Bancorp
The date of this prospectus supplement is May 9, 2011.
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TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement
S-ii
Prospectus Supplement Summary
S-1
Risk Factors
S-11
Use of Proceeds
S-13
Ratio of Earnings to Fixed Charges
S-13
Capitalization
S-14
Description of Other Indebtedness
S-16
Description of Notes
S-19
Certain United States Federal Income Tax Considerations
S-34
Underwriting
S-38
Legal Matters
S-40
Experts
S-40
Where You Can Find More Information
S-40

Prospectus
About This Prospectus

1
Energy Transfer Partners, L.P.

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

4
Use of Proceeds
31
Ratio of Earnings to Fixed Charges
32
Description of Units
33
Cash Distribution Policy
40
Description of the Debt Securities
44
Material Income Tax Considerations
50
Investments In Us By Employee Benefit Plans
65
Legal Matters
67
Experts
67
Where You Can Find More Information
67

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ABOUT THIS PROSPECTUS SUPPLEMENT

We provide information to you about the notes in two separate documents that offer varying levels
of detail:

· the accompanying prospectus, which provides general information, some of which may not
apply to the notes; and

· this prospectus supplement, which provides a summary of the specific terms of the notes.

Generally, when we refer to this "prospectus," we are referring to both documents combined.

You should rely only on the information contained in this prospectus supplement, the
accompanying prospectus, any free writing prospectus prepared by us or on our behalf and the
documents we have incorporated by reference. We have not authorized anyone else to give you
different information. We are not offering the notes in any state where the offer is not permitted. You
should not assume that the information in this prospectus supplement or in the accompanying
prospectus is accurate as of any date other than the date on the front of those documents. If the
description of this offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement. You should not assume
that any information contained in the documents incorporated by reference in this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the respective dates
of those documents. Our business, financial condition, results of operations and prospects may have
changed since those dates.

None of Energy Transfer Partners, L.P., the underwriters or any of their respective representatives
is making any representation to you regarding the legality of an investment in the notes by you under
applicable laws. You should consult with your own advisors as to the legal, tax, business, financial and
related aspects of an investment in the notes.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information included or incorporated by reference in this
prospectus supplement. It does not contain all of the information that you should consider
before making an investment decision. You should read carefully the entire prospectus
supplement, the accompanying prospectus, the documents incorporated by reference and the
other documents to which we refer herein for a more complete understanding of this offering.

Unless the context otherwise requires, references to "Energy Transfer," "ETP," "we," "us,"
"our" and similar terms, as well as references to the "Partnership" refer to Energy Transfer
Partners, L.P. and all of its operating limited partnerships and subsidiaries. With respect to the
cover page and in the sections entitled "Prospectus Supplement Summary -- The Offering,"
"Description of Notes" and "Underwriting," "we," "our" and "us" refer only to Energy Transfer
Partners, L.P. and not to any of its operating limited partnerships or subsidiaries.

Energy Transfer Partners, L.P.

Overview

We are a publicly traded limited partnership that owns and operates a diversified portfolio of
energy assets. Our natural gas operations include intrastate natural gas gathering and
transportation pipelines, two interstate pipelines, natural gas gathering, processing and treating
assets located in Texas, New Mexico, Arizona, Louisiana, Arkansas, Mississippi, West Virginia,
Colorado and Utah, and three natural gas storage facilities located in Texas. These assets
include more than 17,500 miles of pipeline in service and a 50% interest in a joint venture that
has approximately 185 miles of interstate pipeline in service. Our intrastate and interstate
pipeline systems transport natural gas from several significant natural gas producing areas,
including the Barnett Shale in the Fort Worth Basin in north Texas, the Bossier Sands in east
Texas, the Permian Basin in west Texas and New Mexico, the Eagle Ford Shale in south and
central Texas, the San Juan Basin in New Mexico, the Fayetteville Shale in Arkansas, and the
Haynesville Shale in north Louisiana. Our gathering and processing operations are conducted in
many of these same producing areas as well as in the Piceance and Uinta Basins in Colorado
and Utah. We also hold a 70% interest in a joint venture that owns and operates natural gas
liquids storage, fractionation and transportation assets in Texas, Louisiana and Mississippi. We
are also one of the three largest retail marketers of propane in the United States, serving more
than one million customers across the country.

We have experienced substantial growth over the last several years through a combination
of internal growth projects and strategic acquisitions. Our internal growth projects consist
primarily of the construction of both intrastate and interstate natural gas transmission pipelines.
From September 1, 2003 through March 31, 2011, our growth capital expenditures, excluding
capital contributions made in connection with the Midcontinent Express Pipeline and
Fayetteville Express Pipeline joint ventures, were approximately $6.5 billion, approximately
$5.1 billion of which was related to natural gas transmission pipelines. We expect to make
growth capital expenditures of $775 million to $865 million for the remainder of 2011. These
amounts do not include capital contributions that we may make to the Fayetteville Express
Pipeline joint venture or the joint venture we formed with Regency Energy Partners LP, or
Regency, to acquire the interests in LDH Energy Asset Holdings LLC as described below under
"-- Recent Developments." We have increased our cash flow from operating activities from
$162.7 million for the twelve months ended August 31, 2004 to $1.2 billion for the year ended
December 31, 2010 primarily as a result of these internal growth projects and acquisitions. We
have also increased our cash distributions from $0.325 per common unit for the quarter ended
November 30, 2003 ($1.30 per common unit on an annualized basis) to $0.89375 per common
unit for the quarter ended March 31, 2011 ($3.575 per common unit on an annualized basis), an
increase of 175%.
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Our Business

Intrastate Transportation and Storage Operations

We own and operate approximately 7,700 miles of intrastate natural gas transportation
pipelines and three natural gas storage facilities. We own the largest intrastate pipeline system
in the United States. Our intrastate pipeline system interconnects to many major consumption
areas in the United States. Our intrastate transportation and storage segment focuses on the
transportation of natural gas from various natural gas producing areas to major natural gas
consuming markets through connections with other pipeline systems. Our intrastate natural gas
pipeline system has an aggregate throughput capacity of approximately 14.3 billion cubic feet
per day, or Bcf/d, of natural gas. For the year ended December 31, 2010, we transported an
average of 12.3 Bcf/d of natural gas through our intrastate natural gas pipeline system. We also
provide natural gas storage services for third parties for which we charge storage fees as well as
injection and withdrawal fees from the use of our three natural gas storage facilities. Our storage
facilities have an aggregate working gas capacity of approximately 74.4 Bcf. In addition to our
natural gas storage services, we utilize our Bammel gas storage facility to engage in natural gas
storage transactions in which we seek to find and profit from pricing differences that occur over
time. These transactions typically involve a purchase of physical natural gas that is injected into
our storage facilities and a related sale of natural gas pursuant to financial futures contracts at a
price sufficient to cover our natural gas purchase price and related carrying costs and provide
for a gross profit margin.

Our intrastate transportation and storage operations accounted for approximately 49% and
56% of our total consolidated operating income for the years ended December 31, 2010 and
December 31, 2009, respectively.

Based primarily on the increased drilling activities and increased natural gas production in
the Barnett Shale in north Texas, the Bossier Sands in east Texas and the Eagle Ford Shale in
south Texas, we have pursued a significant expansion of our natural gas pipeline system in order
to provide greater transportation capacity from these natural gas supply areas to markets for
natural gas. This expansion initiative, which has resulted in the completion of approximately
1,000 miles of large diameter pipeline ranging from 20 inches to 42 inches with approximately
9.7 Bcf/d of natural gas transportation capacity, includes the following pipeline projects:

· In April 2008, we completed our approximately 150-mile Southeast Bossier 42-inch
natural gas pipeline, which we refer to as the Southeast Bossier pipeline. This pipeline
connects our Cleburne to Carthage pipeline and our East Texas pipeline to our Texoma
pipeline. The Southeast Bossier pipeline has an initial throughput capacity of 900 million
cubic feet per day, or MMcf/d, that can be increased to 1.3 Bcf/d with the addition of
compression. The Southeast Bossier pipeline increases our takeaway capacity from the
Barnett Shale and Bossier Sands and provides increased market access for natural gas
produced in these areas.

· In July 2008, we completed our 36-inch Paris Loop natural gas pipeline expansion project
in north Texas. This 135-mile pipeline initially provided us with an additional
400 MMcf/d of capacity out of the Barnett Shale, which increased to 900 MMcf/d in May
2009. The Paris Loop originates near Eagle Mountain Lake in northwest Tarrant County,
Texas and connects to our Houston Pipe Line system near Paris, Texas.

· In August 2008, we completed an expansion of our Cleburne to Carthage pipeline from
the Texoma pipeline interconnect to the Carthage Hub through the installation of 32 miles
of 42-inch pipeline. This expansion, which we refer to as the Carthage Loop, added
500 MMcf/d of pipeline capacity from Cleburne to the Carthage Hub. In September 2009,
we increased the capacity of the Carthage Loop to 1.1 Bcf/d by adding compression to this
pipeline.

· In August 2008, we completed the first segment of our 36-inch Maypearl to Malone
natural gas pipeline expansion project. This 25-mile pipeline extends from Maypearl,
Texas to Malone, Texas, and provides an additional 600 MMcf/d of capacity out of the
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Fort Worth Basin.

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· In January 2009, we completed our Southern Shale natural gas pipeline project, which
consists of 31 miles of 36-inch pipeline that originates in southern Tarrant County, Texas
and delivers natural gas to our Maypearl to Malone pipeline expansion project. The
Southern Shale pipeline provides an additional 700 MMcf/d of takeaway capacity from
the Barnett Shale.

· In January 2009, we completed our 36-inch Cleburne to Tolar natural gas pipeline
expansion project. This 20-mile pipeline extends from Cleburne, Texas to Tolar, Texas
and provides an additional 400 MMcf/d of takeaway capacity from the Barnett Shale.

· In February 2009, we completed our 56-mile Katy Expansion pipeline project. This 36-
inch expansion project increased the capacity of our existing ETC Katy natural gas
pipeline in southeast Texas by more than 400 MMcf/d.

· In August 2009, we completed our Texas Independence Pipeline, which consists of
143 miles of 42-inch pipeline originating near Maypearl, Texas and ending near
Henderson, Texas. This pipeline connects our ET Fuel System and North Texas System
with our East Texas pipeline. The Texas Independence Pipeline expands our ET Fuel
System's throughput capacity by an incremental 1.1 Bcf/d and, with the addition of
compression, the capacity may be expanded to 1.75 Bcf/d.

· In December 2010, we completed a 63-mile natural gas pipeline that originates in Shelby
County, Texas, and terminates in Nacogdoches County, Texas. This pipeline, which we
refer to as the Lumberjack Pipeline, was placed into partial service in August 2010, and
full service began in December 2010. This project consists of 20- and 24-inch pipe and
has an initial capacity of 645 MMcf/d. The pipeline interconnects with two interstate
pipelines in addition to our Houston Pipe Line system.

· In December 2010, we completed a 50-mile, 24-inch pipeline that originates in northwest
Webb County, Texas and extends to our Houston Pipe Line system in eastern Webb
County, Texas. The project, which we refer to as the Dos Hermanas Pipeline, has a
capacity of approximately 400 MMcf/d. As part of the project, approximately 6,000
horsepower of compression will be added to the Houston Pipe Line system.

These pipeline projects are supported by principally fee-based contracts for periods ranging
from five to 15 years.

Interstate Transportation Operations

We own and operate the Transwestern pipeline, an open-access natural gas interstate
pipeline extending from the gas producing regions of west Texas, eastern and northwest New
Mexico, and southern Colorado primarily to pipeline interconnects off the east end of its system
and to pipeline interconnects at the California border. Including the recently completed projects
described below, Transwestern comprises approximately 2,700 miles of pipeline with a capacity
of 2.1 Bcf/d. The Transwestern pipeline has access to three significant gas basins: the Permian
Basin in west Texas and eastern New Mexico, the San Juan Basin in northwest New Mexico
and southern Colorado, and the Anadarko Basin in the Texas and Oklahoma panhandle. Natural
gas sources from the San Juan Basin and surrounding producing areas can be delivered eastward
to Texas intrastate and mid-continent connecting pipelines and natural gas market hubs as well
as westward to markets like Arizona, Nevada and California. Transwestern's customers include
local distribution companies, producers, marketers, electric power generators and industrial end-
users.

During 2007, we initiated the Phoenix project, consisting of 260 miles of 42-inch and
36-inch pipeline lateral, with a throughput capacity of 500 MMcf/d, connecting the Phoenix
area to Transwestern's existing mainline at Ash Fork, Arizona. The Phoenix lateral pipeline was
completed in February 2009.

During the third quarter of 2008, we completed the San Juan Loop pipeline, a 26-mile loop
that provides an additional 375 MMcf/d of capacity to Transwestern's existing San Juan lateral.
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