Obligation Energy Transfer L.P 6.5% ( US29273RAR03 ) en USD

Energy Transfer L.P

97.635 % ▼

Etats-unis

US29273RAR03 ( en USD )

6.5% par an ( paiement semestriel )

31/01/2042 ( La date du prochain call est le 01/08/2041 )

Prospectus brochure de l'obligation Energy Transfer L.P US29273RAR03 en USD 6.5%, échéance 31/01/2042

2 000 USD

1 000 000 000 USD

29273RAR0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/08/2024 ( Dans 99 jours )

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29273RAR03, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2042

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29273RAR03, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29273RAR03, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B5 1 d277799d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-171697

Maximum Aggregate
Amount of
Class of securities registered

Offering Price

Registration Fee (1)
5.20% Senior Notes due 2022

$ 1,000,000,000
$
114,600
6.50% Senior Notes due 2042

$ 1,000,000,000
$
114,600

Total

$ 2,000,000,000
$
229,200

(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities
offered from Registration Statement File No. 333-171697 by means of this prospectus supplement.
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Prospectus supplement
(To Prospectus dated January 13, 2011)
$2,000,000,000
5.20% Senior notes due 2022
6.50% Senior notes due 2042
We are offering $1,000,000,000 aggregate principal amount of our 5.20% Senior Notes due 2022, or 2022 notes, and $1,000,000,000 aggregate principal amount of
our 6.50% Senior Notes due 2042, or 2042 notes. We refer to the 2022 notes and 2042 notes, collectively, as the notes.
Interest on the notes will accrue from January 17, 2012 and will be payable semiannually on February 1 and August 1 of each year, beginning on August 1, 2012.
The 2022 notes will mature on February 1, 2022 and the 2042 notes will mature on February 1, 2042.
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."
If we do not consummate the acquisition of the 50% interest in Citrus Corp. currently owned by Southern Union Company on or before April 17, 2012, or the merger
agreement related to such acquisition is terminated on or before such date, we must redeem the notes at a redemption price equal to 101% of the aggregate
principal amount of the notes, plus accrued and unpaid interest. See "Description of notes--Special mandatory 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. The notes will not be listed on any national securities exchange or quoted on any automated quotation system. Currently, there is no public market for
the notes.
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-15 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

2022 note
2022 notes 2042 note
2042 notes
Price to public(1)
99.758% $997,580,000 99.642% $996,420,000
Underwriting discount
0.650%

$ 6,500,000 0.875%

$ 8,750,000
Proceeds to Energy Transfer Partners, L.P. (before expenses)
99.108% $991,080,000 98.767% $987,670,000

(1) Plus accrued interest from January 17, 2012, 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 January 17, 2012.
Joint Book-Running Managers

J.P. Morgan

UBS Investm ent Bank

Credit Suisse

Wells Fargo Securities
Senior Co-Managers

BofA Merrill Lynch
BNP PARIBAS
RBS
Mitsubishi UFJ Securities
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SunTrust Robinson Humphrey
Junior Co-Managers

DnB NOR Markets

US Bancorp

PNC Capital Markets LLC
The date of this prospectus supplement is January 9, 2012.
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Prospectus supplement

About this prospectus supplement
S-1

Prospectus supplement summary
S-2

Risk factors
S-15
Use of proceeds
S-19
Capitalization
S-20
Description of other indebtedness
S-22
Description of notes
S-25
Certain United States federal income and estate tax considerations
S-44
Underwriting
S-50
Legal matters
S-52
Experts
S-52
Where you can find more information
S-53
Prospectus

About This Prospectus
1

Energy Transfer Partners, L.P.
1

Cautionary Statement Concerning Forward-Looking Statements
2

Risk Factors
4

Use of Proceeds
32

Ratio of Earnings to Fixed Charges
33

Description of Units
34

Cash Distribution Policy
42

Description of the Debt Securities
46

Material Income Tax Considerations
53

Investments In Us By Employee Benefit Plans
69

Legal Matters
71

Experts
71

Where You Can Find More Information
71

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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.
General y, 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,
and the underwriters have not, authorized anyone else to give you different information. We are not, and the underwriters
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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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 (1) "Energy Transfer," "ETP," "we," "us," "our" and similar
terms, as well as references to the "Partnership," are to Energy Transfer Partners, L.P. and all of its operating
limited partnerships and subsidiaries and (2) "ETE" are to Energy Transfer Equity, L.P., the owner of our general
partner. 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 Fayettevil e Shale in Arkansas, and the Haynesvil e Shale in
north Louisiana. Our gathering and processing operations are conducted in many of these same producing areas as
wel 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, or NGL, storage, fractionation and transportation assets in Texas, Louisiana
and Mississippi.
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 September 30, 2011, we made
growth capital expenditures, excluding capital contributions made in connection with the Midcontinent Express
Pipeline (which was sold to ETE and then to Regency Energy Partners LP, or Regency, in May 2010) and
Fayettevil e Express Pipeline joint ventures, of approximately $7.2 bil ion, approximately $5.3 bil ion of which was
related to natural gas transmission pipelines.
We have increased our cash flow from operating activities from $162.7 mil ion for the twelve months ended
August 31, 2004 to $1.2 bil ion for the year ended December 31, 2010 primarily as a result of these internal growth
projects and acquisitions. We have also increased our cash

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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 September 30, 2011 ($3.575 per common unit
on an annualized basis).
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 bil ion 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 wel 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.
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.
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 wel
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.
We are a 50/50 joint venture partner with Kinder Morgan Energy Partners, L.P. on the Fayettevil e Express Pipeline,
an approximately 185-mile 42-inch pipeline that originates in Arkansas,

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continues eastward and terminates at an interconnect with Trunkline Gas Company in Mississippi. The pipeline, which
has an initial capacity of 2.0 Bcf/d, was placed in service in December 2010. Fayettevil e Express Pipeline, LLC, or
FEP, the entity formed to own and operate the pipeline, has secured binding 10-year commitments for transportation
of gas volumes with energy equivalents totaling 1.8 Bcf/d.
We also own and operate a 175-mile 42-inch interstate natural gas pipeline, which we refer to as the Tiger Pipeline.
The Tiger Pipeline connects to our dual 42-inch pipeline system near Carthage, Texas, extends through the heart of
the Haynesvil e Shale and ends near Delhi, Louisiana, with interconnects to at least seven interstate pipelines at
various points in Louisiana. The Tiger Pipeline was placed in service in December 2010 with an initial capacity of 2.0
Bcf/d. The Tiger Pipeline was expanded in August 2011, bringing the total capacity to 2.4 Bcf/d.
Our interstate transportation segment accounted for approximately 13% and 12% of our total consolidated operating
income for the years ended December 31, 2010 and December 31, 2009, respectively.
Midstream operations
We own and operate approximately 7,000 miles of in-service natural gas gathering pipelines, three natural gas
processing plants, 17 natural gas treating facilities, and ten natural gas conditioning facilities. Our midstream
segment focuses on the gathering, compression, treating, blending, processing and marketing of natural gas, and our
operations are currently concentrated in major producing basins, including the Barnett Shale in north Texas, the
Bossier Sands in east Texas, the Austin Chalk trend and Eagle Ford Shale in south and southeast Texas, the Permian
Basin in west Texas, the Piceance and Uinta Basins in Colorado and Utah and the Haynesvil e Shale in north
Louisiana. Many of our midstream assets are integrated with our intrastate transportation and storage assets.
In February 2011, we announced that we had entered into multiple long-term agreements with shippers to provide
additional transportation services from the Eagle Ford Shale located in south Texas. We completed the initial phase
of the Rich Eagle Ford Mainline pipeline, or REM pipeline, in October 2011. The initial phase consists of 160 miles of
30-inch pipeline and has an initial capacity of 400 MMcf/d, with the ability to expand capacity to 800 MMcf/d. This
rich gas gathering system originates in Dimmitt County, Texas and extends to our Chisholm Pipeline for ultimate
deliveries to our existing processing plants and to a new 120 MMcf/d processing plant, which we also announced in
connection with the REM pipeline. We expect the new processing plant to be in service in the first quarter 2012. In
April 2011, we announced that we had entered into long-term fee-based agreements with multiple producers to
provide natural gas gathering, processing and liquids services from the Eagle Ford Shale. To facilitate these
agreements, we wil expand the REM pipeline and construct a new gas processing facility in Jackson County, Texas.
The Jackson County processing facility, which wil have approximately 600 MMcf/d of capacity and can be expanded
to 800 MMcf/d, is scheduled for completion in the first quarter of 2013.
Our midstream segment accounted for approximately 21% and 12% of our total consolidated operating income for
the years ended December 31, 2010 and December 31, 2009, respectively.

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NGL Transportation and services operations
In May 2011, we and Regency announced that ETP-Regency Midstream Holdings, LLC, or ETP-Regency LLC, a
joint venture owned 70% by us and 30% by Regency, completed the acquisition of all of the membership interests in
LDH Energy Asset Holdings LLC for $1.98 bil ion in cash. Fol owing the closing of this transaction, which we refer to
as the LDH Acquisition, ETP-Regency LLC was renamed Lone Star NGL LLC, or Lone Star. We and Regency have
each made an initial capital contribution to Lone Star in proportion to our respective equity interests to fund the
purchase price for the LDH Acquisition. Lone Star is managed by a two-person board of directors, with us and
Regency each having the right to appoint one director.
Lone Star owns and operates a diverse set of midstream energy assets that represent critical infrastructure
connecting high-growth production areas to end-markets. The Lone Star assets include NGL and refined products
storage facilities located in Mont Belvieu, Texas and Hattiesburg, Mississippi; a 12-inch long-haul intrastate NGL
pipeline, which we refer to as the West Texas Pipeline, originating in the Permian Basin in west Texas, passing
through the Barnett Shale production area and terminating at Mont Belvieu; NGL fractionation and natural gas
processing facilities near Baton Rouge and New Orleans, Louisiana; and a 20% equity interest in the Sea Robin wet
gas processing plant near Henry Hub, Louisiana. The Mont Belvieu storage facility has approximately 43 mil ion
barrels, or MMBbls, of capacity in 24 underground salt dome caverns. The Hattiesburg facility has 3.9 MMBbls of
usable capacity in three salt dome caverns, with 9.6 MMBbls of total cavern capacity, and two brine ponds with
combined capacity of over 75 thousand barrels, or MBbls. The intrastate pipeline assets include the 1,066-mile West
Texas Pipeline with144 MBbls per day, or MBPD, of capacity, 12 pump stations providing 21,500 horsepower of
compression, and over 20 injection points. The NGL fractionation and processing facilities consist of one fractionation
unit with 25 MBPD of capacity, two cryogenic processing plants with combined capacity of 82 MMcf/d. The Sea
Robin wet gas processing plant has 850 MMcf/d of natural gas capacity and 26 MBPD of NGL capacity.
On May 5, 2011, we announced that Lone Star wil construct a 100 MBPD NGL fractionation facility at Mont Belvieu.
We wil utilize a substantial amount of this fractionation capacity to handle NGL barrels we wil deliver from the new
processing facility we plan to build in Jackson County, Texas, a facility supported by multiple 10-year contracts with
producers as part of our Eagle Ford Shale projects. Lone Star expects to have the fractionation facilities completed
by the first quarter of 2013. Additional y, Regency plans to provide NGL barrels to this facility for fractionation. As
part of this project, Lone Star wil also develop additional storage facilities for NGLs and other liquids. The project wil
also include interconnectivity infrastructure to provide NGL suppliers with significant access to storage, other
fractionators, pipelines and multiple markets along the Texas and Louisiana Gulf Coast.
On June 22, 2011, we announced that Lone Star wil construct an approximately 530-mile NGL pipeline that extends
from Winkler County in west Texas to the Jackson County processing plant in Jackson County, Texas. In addition,
Lone Star has secured capacity on our proposed 20-inch NGL pipeline from Jackson County to Mont Belvieu. Lone
Star's new pipeline wil have a minimum capacity of approximately 130 MBPD with the potential to upsize the pipeline
capacity depending on ongoing negotiations. The project currently has over 65% of the capacity subscribed with key
producers and processors under 15-year agreements, and is expected to be completed by the first quarter of 2013.

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Retail propane operations
We are one of the three largest retail propane marketers in the United States, serving more than one mil ion
customers across the country. Our propane operations extend from coast to coast with concentrations in the
western, upper midwestern, northeastern and southeastern regions of the United States. Our propane business has
grown primarily through acquisitions of retail propane operations and, to a lesser extent, through internal growth. Our
retail propane operations accounted for approximately 17% and 20% of our total consolidated operating income for
the years ended December 31, 2010 and December 31, 2009, respectively.
In October 2011, we entered into an agreement with AmeriGas Partners, L.P., or AmeriGas, to contribute our
propane business to AmeriGas in exchange for consideration of approximately $2.9 bil ion, as discussed in "--Recent
developments--Propane business contribution" below.
Business strategy
Our business strategy is to increase unitholder distributions and the value of our common units. We believe we have
engaged, and wil continue to engage, in a wel -balanced plan for growth through strategic acquisitions, internally
generated expansion, and measures aimed at increasing the profitability of our existing assets. We intend to continue
to operate as a diversified, growth-oriented master limited partnership with a focus on increasing the amount of cash
available for distribution on each common unit. Historical y, we have pursued independent operating and growth
strategies for our natural gas operations to provide the best positioning to achieve our objectives.
We believe that we are wel -positioned to compete in all of the natural gas and NGL industries in which we operate,
based on the fol owing strengths:

· We believe that the size and scope of our operations, our stable asset base and cash flow profile, and our
investment grade status wil be significant positive factors in our efforts to obtain new debt or equity financing in
light of current market conditions.

· Our experienced management team has an established reputation as highly-effective, strategic operators within
our operating segments. In addition, our management team is motivated to effectively and efficiently manage our
business operations through performance-based incentive compensation programs and through ownership of a
substantial equity position in ETE, which is the entity that indirectly owns our general partner and therefore benefits
from incentive distribution payments we make to our general partner.
The fol owing is a summary of the strategies of our core natural gas and NGL-related businesses:
Enhance profitability of existing assets. We intend to increase the profitability of our existing asset base by adding
new volumes under long-term producer commitments, undertaking additional initiatives to enhance utilization and
reducing costs by improving operations.
Engage in construction and expansion opportunities. We intend to leverage our existing infrastructure and
customer relationships by constructing and expanding systems to meet new or increased demand for midstream and
transportation services.

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