Form 8-K - Current report

UNITED 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


May 28, 2024
Date of Report (Date of earliest event reported)

ENERGY TRANSFER LP
(Exact name of Registrant as specified in its charter)

Delaware	1-32740	30-0108820
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(Address of principal executive offices) (zip 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

Common Units

New York Stock Exchange

9.250% Series I Fixed Rate Perpetual Preferred Units

ETprI

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 3.02. Sale of Unregistered Equity Securities.

As previously announced, on May 28, 2024, a wholly owned subsidiary of Energy Transfer LP (the “Partnership”) entered into a definitive agreement (the “Agreement”) pursuant to which it will acquire WTG Midstream Holdings LLC (the “Acquisition”) from WTG Midstream LLC (“WTG”). Pursuant to the Agreement, the Partnership will issue up to 50,827,536 common units representing limited partner interests in the Partnership (the “Common Units”) to WTG or its designees as partial consideration for the Acquisition. The Acquisition is expected to close in the third quarter of 2024, subject to regulatory approval and customary closing conditions. The Common Units will be issued in a private offering pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number





10.4						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURE

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 LP
		By:	LE GP, LLC, its general partner

Date:	May 29, 2024	By:	/s/ Dylan A. Bramhall
			Dylan A. Bramhall
			Group Chief Financial Officer

Document and Entity Information Document	May 28, 2024
Document Information [Line Items]
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 28, 2024
Entity Address, Address Line One	8111 Westchester Drive
Written Communications	false
City Area Code	(214)
Local Phone Number	981-0700
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
Entity Registrant Name	ENERGY TRANSFER LP
Entity Incorporation, State or Country Code	DE
Entity File Number	1-32740
Entity Tax Identification Number	30-0108820
Entity Central Index Key	0001276187
Common Units
Document Information [Line Items]
Title of 12(b) Security	Common Units
Trading Symbol	ET
Security Exchange Name	NYSE
ETprI
Document Information [Line Items]
Title of 12(b) Security	9.250% Series I Fixed Rate Perpetual Preferred Units
Trading Symbol	ETprI
Security Exchange Name	NYSE