On March 21, 2017, Energy Transfer Equity, L.P. (the Partnership)
entered into an Equity Distribution Agreement (the Distribution
Agreement) by and among the Partnership, on the one hand, and
Citigroup Global Markets Inc., Barclays Capital Inc., Credit
Agricole Securities (USA) Inc., Deutsche Bank Securities Inc.,
Fifth Third Securities, Inc., Goldman, Sachs Co., HSBC Securities
(USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner Smith Incorporated, Mizuho Securities USA
Inc., Morgan Stanley Co. LLC, MUFG Securities Americas Inc.,
Natixis Securities Americas LLC, RBC Capital Markets, LLC, Scotia
Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD
Securities (USA) LLC, UBS Securities LLC and Wells Fargo
Securities, LLC (each, a Manager and collectively, the Managers),
on the other hand. to the terms of the Distribution Agreement,
the Partnership may sell from time to time through the Managers,
as the Partnerships sales agents, the Partnerships common units
representing limited partner interests having an aggregate
offering price of up to $1,000,000,000 (Common Units). The sales,
if any, of the Common Units under the Distribution Agreement 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 upon by the Managers and the Partnership by any
method permitted by law deemed to be an at the market offering as
defined in Rule 415 promulgated under the Securities Act of 1933,
as amended (the Securities Act).

Under the terms of the Distribution Agreement, the Partnership
will pay the Managers a commission at a mutually agreed rate not
to exceed 2% of the gross sales price per Common Unit. In
addition, the Partnership has agreed to pay certain expenses
incurred by the Managers in connection with the offering. The
Partnership may also sell Common Units to one or more of the
Managers as principal for such Managers own account at a price
agreed upon at the time of sale. If the Partnership sells Common
Units to one or more of the Managers as principal, the
Partnership will enter into a separate terms agreement with such
Manager.

The offering has been registered under the Securities Act to the
Partnerships shelf registration statement on Form S-3, as amended
(Registration No. 333-215969), as supplemented by the Prospectus
Supplement dated March 21, 2017, relating to the sale of the
Common Units (the Prospectus Supplement).

The Distribution Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Partnership and the Managers have
agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act. The Partnership
expects to use the net proceeds from any sale under the
Distribution Agreement of the Common Units for general
partnership purposes, which may include, among other things,
repayment of indebtedness, acquisitions, capital expenditures and
additions to working capital.

As more fully described under the caption Plan of Distribution in
the Prospectus Supplement, from time to time, the Managers and
their affiliates have provided, directly or indirectly,
investment and commercial banking or financial advisory services
to the Partnership and its affiliates, for which they have
received customary fees and commissions, and they expect to
provide these services to the Partnership and its affiliates in
the future, for which they expect to receive customary fees and
commissions.

>The representations, warranties and covenants contained in
the Distribution Agreement were made only for purposes of that
agreement and as of specific dates; were solely for the benefit
of the parties to the Distribution Agreement; and may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made by each contracting
party to the other as a way of allocating contractual risk
between them that differ from those applicable to investors.
Moreover, the subject matter of the representations and
warranties are subject to more recent developments. Accordingly,
investors should be aware that these representations, warranties
and covenants or any description thereof alone may not describe
the actual state of affairs of the Partnership, LE GP, LLC, the
general partner of the Partnership, or their respective
subsidiaries, affiliates, businesses or equity holders as of the
date they were made or at any other time.

The foregoing description and the description contained in the
Prospectus Supplement are not complete and are qualified in their
entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K, and is incorporated herein by
reference.

Legal opinions relating to the Common Units are included as
Exhibits 5.1 and 8.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.