Energy Transfer LP

Regulatory Filings • Feb 19, 2025

FWP 1 d259770dfwp.htm FWP FWP

Filed Pursuant to Rule 433 of the Securities Act

Registration No. 333-279982

February 18, 2025

Final Pricing Terms

Energy Transfer LP

$650,000,000 5.200% Senior Notes due 2030

$1,250,000,000 5.700% Senior Notes due 2035

$1,100,000,000 6.200% Senior Notes due 2055

Issuer:	Energy Transfer LP
Expected Ratings (Moody’s / S&P /
Fitch)*:	Baa2 / BBB / BBB
Security Type:	Senior Unsecured Notes
Form:	SEC Registered
Pricing Date:	February 18, 2025
Settlement Date (T+10):	March 4, 2025. We expect that delivery of the notes will be made against payment therefor on or about March 4, 2025, which will be the tenth business day following the date hereof. This settlement cycle is referred to as
“T+10.” Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one
business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is one business day preceding the settlement date, will be required, by virtue of the fact that the
notes initially will settle T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the date that is one business day preceding the settlement
date should consult their own advisors.
Ranking:	The notes will be our general unsecured obligations. The notes will rank equally in right of payment with all our existing and future senior debt, including debt under our revolving credit facility and our existing
senior notes, senior in right of payment to our existing and future subordinated debt and junior to the indebtedness and other obligations, including trade payables, of our subsidiaries that do not guarantee the notes. As of December 31, 2024,
after giving effect to this offering and the application of the net proceeds as set forth under “Use of Proceeds” in the Notes Preliminary Prospectus Supplement (as defined below), we would have had total senior debt of $58.4 billion,
total junior subordinated debt of $1.8 billion, and we would have been able to incur an additional $5.0 billion of debt under our revolving credit facility.
Net Proceeds (before offering expenses):	$2,968,802,000
Delivery:	DTC (deliverable through Euroclear and Clearstream)

	$650,000,000 5.200% Senior Notes due 2030	$1,250,000,000 5.700% Senior Notes due 2035	$1,100,000,000 6.200% Senior Notes due 2055
Principal Amount:	$650,000,000	$1,250,000,000	$1,100,000,000
Maturity Date:	April 1, 2030	April 1, 2035	April 1, 2055
Interest Payment Dates:	April 1 and October 1, beginning October 1, 2025	April 1 and October 1, beginning October 1, 2025	April 1 and October 1, beginning October 1, 2025
Benchmark Treasury:	4.250% due January 31, 2030	4.625% due February 15, 2035	4.500% due November 15, 2054
Benchmark Treasury Price / Yield:	99-11+ / 4.395%	100-20 / 4.546%	95-21+ / 4.774%
Spread to Benchmark:	+85 bps	+117 bps	+147 bps
Yield to Maturity:	5.245%	5.716%	6.244%

Coupon:	5.200%	5.700%	6.200%
Public Offering Price:	99.796% of the Principal Amount	99.872% of the Principal Amount	99.398% of the Principal Amount
Make-Whole Call:	T+15 bps	T+20 bps	T+25 bps
Call at Par:	On or after March 1, 2030	On or after January 1, 2035	On or after October 1, 2054
CUSIP / ISIN:	29273V BD1 / US29273VBD10	29273V BE9 / US29273VBE92	29273V BF6 / US29273VBF67
Joint Book-Running Managers:	BofA Securities, Inc. Citigroup
Global Markets Inc. Deutsche Bank Securities Inc. Mizuho
Securities USA LLC SMBC Nikko Securities America, Inc. Barclays Capital Inc. BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. Fifth Third Securities,
Inc. J.P. Morgan Securities LLC Morgan Stanley & Co.
LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities,
LLC

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Additional Information

The Issuer has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for this offering (the “Notes Preliminary Prospectus Supplement”). Before you invest, you should read the Notes Preliminary Prospectus Supplement, the base prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, you may obtain a copy of the Notes Preliminary Prospectus Supplement and related base prospectus if you request it by calling BofA Securities, Inc. toll free at 1-800-294-1322, Citigroup Global Markets Inc. toll free at 1-800-831-9146, Deutsche Bank Securities Inc. toll free at 1-800-503-4611, Mizuho Securities USA LLC toll free at 1-866-271-7403 or SMBC Nikko Securities America, Inc. toll free at 1-888-868-6856.

This pricing term sheet supplements the Notes Preliminary Prospectus Supplement filed by Energy Transfer LP on February 18, 2025 relating to the base prospectus dated June 5, 2024.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.