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ETP > SEC Filings for ETP > Form 8-K on 9-May-2013All Recent SEC Filings

Show all filings for ENERGY TRANSFER PARTNERS, L.P. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENERGY TRANSFER PARTNERS, L.P.


9-May-2013

Entry into a Material Definitive Agreement, Financial Statements a


Item 1.01. Entry into a Material Definitive Agreement.

On May 9, 2013, Energy Transfer Partners, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., RBC Capital Markets, LLC and UBS Securities LLC (the "Sales Agents"). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Sales Agents the Partnership's common units representing limited partner interests having an aggregate offering price of up to $800,000,000 (the "Units"). Sales of the Units, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Partnership and the Sales Agents.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to any Sales Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to any such Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Sales Agent.

The Units will be issued pursuant to the Partnership's shelf registration statement on Form S-3 (Registration No. 333-183388).

The summary of the Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number    Description of the Exhibit
Exhibit 1.1       Equity Distribution Agreement, dated May 9, 2013 by and among
                  the Partnership and Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated, Citigroup Global Markets Inc., Goldman, Sachs &
                  Co., RBC Capital Markets, LLC and UBS Securities LLC.
Exhibit 5.1       Opinion of Vinson & Elkins L.L.P. regarding legality of the
                  Units.
Exhibit 8.1       Opinion of Vinson & Elkins L.L.P. regarding tax matters.


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