Fitch: Joint Venture Not Expected to Affect ETP’s & ETE’s Ratings

Fitch Ratings does not anticipate rating changes for Energy Transfer Partners, L.P. (ETP) and Energy Transfer Equity, L.P. (ETE) as a result of today’s announcement of the planned formation of ETP Enogex Partners LLC (JVCo), a joint venture between ETP and OGE Energy Corp. (OGE). Current ratings for ETP and ETE are listed below and their Rating Outlooks are Stable.

Energy Transfer Partners, L.P.

–Issuer Default Rating (IDR) ‘BBB-’;

–Senior unsecured debt ‘BBB-’.

Energy Transfer Equity, L.P.

–IDR ‘BB-’;

–Senior secured term loan ‘BB’;

–Senior secured revolving credit facility ‘BB’.

OGE will contribute to JVCo 100% of its ownership interest in Enogex LLC, while ETP will contribute 100% of its ownership interests in Transwestern Pipeline Company, LLC (TWP) and ETC Canyon Pipeline, LLC and its 50% interest in Midcontinent Express Pipeline, LLC (MEP). ETP and OGE will become 50% owners of JVCo. An IPO of JVCo master limited partnership units is planned for 2009.

Based on a preliminary assessment of the effect of JVCo on ETP’s operating and financial profile, Fitch does not expect consummation of the transaction to result in any rating actions on ETP or ETE. ETP will no longer be the beneficiary of direct ownership of TWP and MEP, lower risk contractually supported FERC regulated pipelines. However, this will be somewhat balanced by an anticipated reduction of ETP’s consolidated debt leverage with the elimination of TWP’s external and intercompany debt and improved near-term liquidity.

A master limited partnership (MLP), ETP is principally engaged in natural gas midstream and intrastate transportation and storage operations through La Grange Acquisition, L.P., interstate transportation of natural gas through TWP, and retail propane distribution through Titan Energy Partners, L.P. and Heritage. ETE owns approximately 62.5 million ETP limited partner (LP) units and ETP’s 2% general partner interest.

Fitch’s rating definitions and the terms of use of such ratings are available on the agency’s public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch’s code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the ‘Code of Conduct’ section of this site.