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ETP > SEC Filings for ETP > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for ENERGY TRANSFER PARTNERS, L.P.

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


9-May-2014

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On May 9, 2014, Energy Transfer Partners, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with Wells Fargo Securities, LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. (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 $1,000,000,000 (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- 195362), as amended.
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.
Relationships
The Sales Agents and their related entities have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for us and our affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit Number  Description of the Exhibit
1.1             Equity Distribution Agreement, dated May 9, 2014 by and among
                the Partnership and Wells Fargo Securities, LLC, Barclays
                Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank
                Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities
                LLC, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities
                USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and
                SunTrust Robinson Humphrey, Inc.
5.1             Opinion of Vinson & Elkins L.L.P. regarding legality of the
                Units.
8.1             Opinion of Vinson & Elkins L.L.P. regarding tax matters.


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