Energy Transfer Partners, L.P. (NYSE: ETP) today announced that $291,950,000 in aggregate principal amount of its 5.650% Senior Notes due 2012 were tendered prior to 5:00 p.m., New York City time, on January 18, 2012, pursuant to its previously announced cash tender offer for any and all of such notes (the "Any and All Offer"). The Any and All Offer is one of two separate offers, with the other being a Maximum Tender Offer, as discussed below. Both offers are made pursuant to an Offer to Purchase dated January 9, 2012, which sets forth a comprehensive description of the terms of the tender offers.

In the Any and All Offer, according to information provided by D.F. King & Co., Inc., the tender agent for the tender offers, $291,950,000 in aggregate principal amount of notes were validly tendered and not validly withdrawn prior to the expiration of the Any and All Offer at 5:00 p.m., New York City time, on January 18, 2012. ETP has accepted for payment all notes validly tendered and not validly withdrawn in the Any and All Offer and expects to make payments for such notes in same-day funds on January 19, 2012.

               
Title of Security

Principal Amount
Outstanding ($)

Fixed Price ($) (1)

 

Principal
Amount
Tendered ($)

Percentage of
Outstanding Amount
Tendered

 
5.650% Senior Notes due 2012 (CUSIP 29273RAD1) $400,000,000 $1,028.40 $291,950,000 72.99%
 

(1) Per $1,000 principal amount of notes accepted for purchase. Fixed price does not include accrued interest.

 

In the Maximum Tender Offer, ETP is offering to purchase, under certain conditions, its 9.700% Senior Notes due 2019, 9.000% Senior Notes due 2019, 8.500% Senior Notes due 2014 and 6.000% Senior Notes due 2013. Based on the results of the Any and All Offer, the maximum principal amount of notes to be purchased pursuant to the Maximum Tender Offer will be $458,050,000, which is equal to the difference between $750 million and the face amount of notes validly tendered and accepted for payment through the Any and All Offer. In addition, no more than $200 million of each of the 9.700% Senior Notes due 2019 and 9.000% Senior Notes due 2019 will be purchased. The amounts of each series of notes that are purchased in the Maximum Tender Offer are prioritized and may be prorated as set forth in the Offer to Purchase.

The Maximum Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on February 6, 2012, unless extended. Holders of notes subject to the Maximum Tender Offer must tender and not withdraw their notes before the early tender date, which is 5:00 p.m., New York City time on January 23, 2012, unless extended, to receive the total consideration. Holders of notes subject to the Maximum Tender Offer who tender their notes after the early tender date will receive the tender offer consideration, which is the total consideration minus $30.00 per $1,000 principal amount of notes tendered by such holder that are accepted for purchase. Holders of notes subject to the Maximum Tender Offer who tender their notes before the early tender date may not withdraw their notes after the early tender date, unless otherwise required by law. Holders of notes subject to the Maximum Tender Offer who tender their notes after the early tender date may not withdraw their notes, unless otherwise required by law.

The total consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the Maximum Tender Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m., New York City time on January 23, 2012. In addition to the total consideration or the tender offer consideration, as applicable, accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted in the tender offers. The settlement date for the Maximum Tender Offer will follow promptly after its expiration date and currently is expected to be February 7, 2012.

ETP has retained J.P. Morgan Securities LLC and UBS Securities LLC to serve as joint dealer managers, and D.F. King & Co., Inc. to serve as the tender agent and information agent for the tender offers.

ETP may amend, extend or terminate the Maximum Tender Offer at any time in its sole discretion.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at 800.859.8508 or in writing at 48 Wall Street, New York, New York 10005. Questions regarding the tender offers may be directed to J.P. Morgan Securities LLC at 866.834.4666 or UBS Securities LLC at 888.719.4210.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of ETP by J.P. Morgan Securities LLC and UBS Securities LLC, or one or more registered brokers or dealers under the laws of such jurisdiction. None of ETP, its management, J.P. Morgan Securities LLC, UBS Securities LLC or D.F. King & Co. makes any recommendation as to whether holders should tender notes in response to the tender offers.

Energy Transfer Partners, L.P. (NYSE: ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Arkansas, Colorado, Louisiana, New Mexico, Utah and West Virginia and owns the largest intrastate pipeline system in Texas. ETP currently has natural gas operations that include more than 17,500 miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP also holds a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates NGL storage, fractionation and transportation assets in Texas, Louisiana and Mississippi.

Statements about the tender offers may be forward-looking statements. 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 ETP, and a variety of risks that could cause results to differ materially from those expected by management of ETP. ETP 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.

Contacts

       
J.P. MORGAN

383 Madison Avenue

New York, New York 10179

Toll Free: (866) 834-4666

Collect: (212) 834-4811

Attention: Liability Management Group

UBS INVESTMENT BANK

677 Washington Boulevard

Stamford, Connecticut 06901

Toll Free: (888) 719-4210

Collect: (203) 719-4210

Attention: Liability Management Group

 

Investor Relations:
Energy Transfer Partners, L.P.
Brent Ratliff, 214-981-0700
or
Media Relations:
Granado Communications Group
Vicki Granado, 214-599-8785
Cell: 214-498-9272