UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION

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

of the Securities Exchange Act of 1934


December 7, 2020
Date of Report (Date of earliest event reported)

ENERGY TRANSFER OPERATING, L.P.
(Exact name of Registrant as specified in its charter)

Delaware	1-31219	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Date~~8111 ofWestchester ~~report (Date of earliest event reported): November 18~~Drive, ~~2020~~Suite 600

~~ENERGY TRANSFER OPERATING~~Dallas, ~~L.P.~~Texas 75225

(~~Exact~~Address ~~Name~~ of ~~Registrant~~principal asexecutive ~~Specified~~offices) in(zip ~~its charter~~code)

Delaware		001-31219		73-1493906
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

8111 Westchester Drive, Suite 600 Dallas, Texas 75225 (Address of principal executive offices)

(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

7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprC

New York Stock Exchange

7.625% Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprD

New York Stock Exchange

7.600% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

ETPprE

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 17.01. Regulation ~~Entry~~FD ~~into a Material Definitive Agreement~~Disclosure.

~~364~~In accordance with General Instruction B.2. of Form 8-~~Day~~K, ~~Credit~~the ~~Agreement~~following ~~Amendment~~information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

OnMembers ~~November 18,~~of ~~2020,~~management of Energy Transfer Operating, L.P., ~~a Delaware limited partnership~~ (the “Partnership”), ~~entered~~will ~~into~~hold ~~Amendment~~informational ~~No. 3~~sessions towith ~~364-Day~~investors ~~Credit Agreement~~ and ~~Extension~~analysts ~~Agreement~~at (the ~~“Amendment”)~~2020 ~~with the lenders party thereto and~~ Wells Fargo ~~Bank,~~Virtual ~~National~~Midstream ~~Association,~~and asUtility ~~administrative~~Symposium ~~agent~~being ~~(in~~held ~~such~~December ~~capacity~~8-9, 2020. In the ~~“Administrative~~informational ~~Agent”)~~sessions, ~~pursuant to~~ which ~~the~~are ~~lenders~~scheduled ~~thereto severally agreed~~ to ~~(a) extend~~begin ~~the~~at ~~maturity~~2:00 ~~date~~p.m. ofEastern ~~the~~time ~~Partnership’s~~(1:00 ~~existing~~p.m. ~~364-day~~Central ~~revolving~~time) ~~credit~~on ~~facility provided pursuant to the 364-Day Credit Agreement~~Tuesday, ~~dated as of~~ December 1, ~~2017 (as amended by that certain Amendment No. 1 to 364-Credit Agreement~~8th, ~~Joinder~~management ~~and~~anticipates ~~Extension~~providing ~~Agreement,~~an ~~dated~~overview as of ~~October 19,~~activities ~~2018,~~at ~~that~~each ~~certain~~of ~~Amendment~~the ~~No. 2~~Partnership’s tobusiness ~~364-Day Credit Agreement and Extension Agreement~~segments, ~~dated~~ as ofwell ~~November 19, 2019, and~~ as further amended, supplemented and modified, the “Credit Agreement”), by and among the Partnership, the several banks and other financial institutions party thereto and the Administrative Agent, for an ~~additional~~update ~~364 days to November 26, 2021, with such extension to become effective~~ on ~~November 27, 2020, and (b) amend certain other provisions of~~ the ~~Credit~~Partnership’s ~~Agreement~~growth ~~as more specifically set forth in the Amendment~~projects.

~~The~~Prior ~~disclosure~~to ~~contained~~the inmeetings, ~~this~~interested ~~Item~~parties 1will be able to view the prepared materials by visiting our website at: http://www.01energytransfer.com under “Investor Relations – Presentations & Webcasts”. The Partnership does not ~~purport~~undertake to beupdate athe ~~complete~~information ~~description~~as ofposted ~~the~~on ~~Amendment~~its ~~and~~website; ishowever, ~~qualified~~it inmay ~~its~~post ~~entirety~~additional byinformation ~~reference~~included toin ~~the~~future ~~Amendment,~~press ~~which~~releases isand ~~attached~~Forms ~~hereto~~8-K, as ~~Exhibit~~well ~~10.1~~as ~~and~~posting ~~incorporated~~its ~~herein~~periodic byExchange ~~reference.~~Act reports.

~~Item~~This 2report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law.03 ~~Creation~~Such offorward-looking statements are subject to a ~~Direct~~variety ~~Financial~~of ~~Obligation~~known orand anunknown ~~Obligation~~risks, ~~under~~uncertainties, anand ~~Off-Balance~~other ~~Sheet~~factors ~~Arrangement~~that are difficult to predict and many of awhich ~~Registrant~~are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

~~The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.~~ SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(a) Exhibits


		ENERGY TRANSFER OPERATING, L.P.

		By:	Energy Transfer Partners GP, L.P.,
			its general partner

		By:	Energy Transfer Partners, L.L.C.,
			its general partner

Date:	December 7, 2020	By:	/s/ Thomas E. Long
			Thomas E. Long
			Chief Financial Officer

ExhibitNumber		Description
10.1		Amendment No. 3 to 364-Day Credit Agreement and Extension Agreement dated as of November 18, 2020 among Energy Transfer Operating, L.P., Sunoco Logistics Partners Operations L.P., Wells Fargo Bank, National Association, as Administrative Agent, the other lenders party thereto and the other parties named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 OPERATING, L.P.
	By:	Energy Transfer Partners GP, L.P., its general partner
	By:	Energy Transfer Partners, L.L.C, its general partner
Date: November 19, 2020
	By:	/s/ Thomas E. Long
		Thomas E. Long
		Chief Financial Officer

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