Obligation Energy Transfer 4.65% ( US86765BAJ89 ) en USD

Energy Transfer

100.09 % ▲

Etas-Unis

US86765BAJ89 ( en USD )

4.65% par an ( paiement semestriel )

15/02/2022 - Obligation échue

Prospectus brochure de l'obligation Energy Transfer US86765BAJ89 en USD 4.65%, échue

1 000 USD

300 000 000 USD

86765BAJ8

N/A

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US86765BAJ89, paye un coupon de 4.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2022

Sunoco Logistics--Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1161154/000119312511202312...
424B5 1 d424b5.htm SUNOCO LOGISTICS--PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE

Amount
To Be
Amount of
Title of Each Class of Securities to Be Registered

Registered

Offering Price

Registration Fee(1)
4.650% Senior Notes due 2022

$300,000,000
$299,844,000
$34,830
Guarantee of Senior Notes due 2022

$300,000,000
$299,844,000
(2)
6.100% Senior Notes due 2042

$300,000,000
$299,865,000
$34,830
Guarantee of Senior Notes due 2042

$300,000,000
$299,865,000
(2)
(1) The registration fee of $69,660 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

(2)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
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Filed Pursuant to Rule 424(B)(5)
Registration No. 333-155644
333-155644-01

PROSPECTUS SUPPLEMENT
(To prospectus dated February 1, 2010)
$300,000,000 4.650% Senior Notes due 2022
$300,000,000 6.100% Senior Notes due 2042
Guaranteed By
Sunoco Logistics Partners L.P.
This is an offering by Sunoco Logistics Partners Operations L.P. of $300,000,000 of 4.650% Senior Notes due 2022 (the "2022 notes")
and $300,000,000 of 6.100% Senior Notes due 2042 (the "2042 notes" and, together with the 2022 notes, the "notes"). Interest is
payable on the notes on February 15 and August 15 of each year beginning February 15 , 2012. Interest on the notes wil accrue from
August 2, 2011. The 2022 notes wil mature on February 15, 2022 and the 2042 notes will mature on February 15, 2042.
We may redeem all or part of the notes of either series at any time at a price of 100% of their principal amount plus a make-whole
premium and accrued and unpaid interest to the redemption date. The notes wil not be entitled to the benefit of any sinking fund
payment.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior debt
and senior to any future subordinated debt that we may incur. The notes will be ful y and unconditionally guaranteed by our parent,
Sunoco Logistics Partners L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee
will rank equally in right of payment with all of the existing and future senior debt of the guarantor.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-14 of this prospectus supplement and on page
4 of the accompanying prospectus.

Per 2022 Note
Total

Per 2042 Note
Total

Public Offering Price(1)

99.948%

$299,844,000
99.955%

$299,865,000
Underwriting Discount

0.650%

$
1,950,000
0.875%

$
2,625,000
Proceeds to Sunoco Logistics Partners
Operations L.P. (before expenses)

99.298%

$297,894,000
99.080%

$297,240,000
(1) Plus accrued interest from August 2, 2011 if delivery occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes wil not be listed on any national securities exchange. Currently, there is no public market for the notes.
It is expected that delivery of the notes wil be made to investors in registered book-entry form only through the facilities of The
Depository Trust Company on or about August 2, 2011.

Joint Book-Running Managers

Barclays Capital

Citi

Senior Co-Managers

RBS

TD Securities

Wells Fargo Securities

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Co-Managers
Deutsche Bank Securities
Mitsubishi UFJ Securities
Mizuho Securities
PNC Capital Markets LLC
Scotia Capital
UBS Investment Bank
US Bancorp
Prospectus Supplement dated July 28, 2011.
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This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The
second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of notes. Generally,
when we refer only to the "prospectus," we are referring to both parts combined. If the information about the notes offering varies between this
prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
and any free writing prospectus relating to this offering. We have not authorized anyone to provide you with additional or different information. If
anyone provides you with additional, different or inconsistent information, you should not rely on it. We are offering to sell the notes, and seeking
offers to buy the notes, only in jurisdictions where offers and sales are permitted. You should not assume that the information included in this
prospectus supplement, the accompanying prospectus or any free writing prospectus is accurate as of any date other than the dates shown in these
documents or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by
reference. Our business, financial condition, results of operations and prospects may have changed since such dates.
TABLES OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements
S-ii
Notice for New Hampshire Residents
S-iii
Summary
S-1

Risk Factors
S-14
Use of Proceeds
S-15
Ratio of Earnings to Fixed Charges
S-15
Capitalization
S-16
Description of the Notes
S-17
Certain United States Federal Income Tax Considerations
S-25
Underwriting
S-30
Legal
S-32
Experts
S-32
Where You Can Find More Information
S-33
Incorporation By Reference
S-33
Prospectus dated February 1, 2010

About This Prospectus
1

About Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P.
1

Where You Can Find More Information
2

Incorporation by Reference
2

Risk Factors
4

Forward-Looking Statements
5

Use of Proceeds
7

Ratio of Earnings to Fixed Charges
7

Description of the Common Units
7

Cash Distributions
10
Description of the Debt Securities
15
Conflicts of Interest and Fiduciary Responsibilities
27
Material Tax Considerations
32
Selling Unitholders
48
Investment in Us by Employee Benefit Plans
49
Plan of Distribution
50
Legal
50
Experts
50

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FORWARD-LOOKING STATEMENTS
All of the statements, other than statements of historical fact, included or incorporated by reference in this prospectus supplement, the
accompanying prospectus and the documents we incorporate by reference contain "forward-looking" statements. These forward-looking statements
discuss our goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or states other information
relating to us, based on the current beliefs of our management as well as assumptions made by, and information currently available to, our
management. Words such as "may," "anticipates," "believes," "expects," "estimates," "planned," "scheduled," or other similar phrases or
expressions identify forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference.
Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions, any or all of which
ultimately may prove to be inaccurate. These statements are also subject to numerous assumptions, uncertainties and risks that may cause future results
to be materially different from the results projected, forecasted, estimated or budgeted, including, but not limited to, the following:

· Our ability to successfully consummate announced acquisitions or expansions and integrate them into our existing business operations;

· Delays related to construction of, or work on, new or existing facilities and the issuance of applicable permits;

· Changes in demand for, or supply of, crude oil and petroleum products that impact demand for our pipeline, terminalling and storage

services;

· Changes in the short-term and long-term demand for crude oil, refined petroleum products and natural gas liquids we buy and sell;

· The loss of Sunoco, Inc. ("Sunoco") as a customer or a significant reduction in its current level of throughput and storage with us;

· An increase in the competition encountered by our terminals, pipelines and commodity acquisition and marketing operations;

· Changes in the financial condition or operating results of joint ventures or other holdings in which we have an equity ownership interest;

· Changes in the general economic conditions in the United States;

· Changes in laws and regulations to which we are subject, including federal, state, and local tax, safety, environmental and employment

laws;

· Changes in regulations governing the composition of the products that we transport, terminal and store;

· Improvements in energy efficiency and technology resulting in reduced demand for petroleum products;

· Our ability to manage growth and/or control costs;

· The effect of changes in accounting principles and tax laws and interpretations of both;

· Global and domestic economic repercussions, including disruptions in the crude oil and petroleum products markets, from terrorist

activities, international hostilities and other events, and the government's response thereto;

· Changes in the level of operating expenses and hazards related to operating facilities (including equipment malfunction, explosions, fires,

spills and the effects of severe weather conditions);

· The occurrence of operational hazards or unforeseen interruptions for which we may not be adequately insured;

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· The age of, and changes in the reliability and efficiency of our operating facilities;

· Changes in the expected level of capital, operating or remediation spending related to environmental matters;

· Changes in insurance markets resulting in increased costs and reductions in the level and types of coverage available;

· Risks related to labor relations and workplace safety;

· Non-performance by or disputes with major customers, suppliers or other business partners;

· Changes in our tariff rates implemented by federal and/or state government regulators;

· The amount of our debt, which could make us vulnerable to adverse general economic and industry conditions, limit our ability to borrow

additional funds, place us at competitive disadvantages compared to competitors that have less debt, or have other adverse consequences;

· Restrictive covenants in our credit agreements;

· Changes in our or Sunoco's credit ratings, as assigned by ratings agencies;

· The condition of the debt capital markets and equity capital markets in the United States, and our ability to raise capital in a cost-effective

way;

· Performance of financial institutions impacting our liquidity, including those supporting our credit facilities;

· The effectiveness of our risk management activities, including the use of derivative financial instruments to hedge commodity risks;

· Changes in interest rates on our outstanding debt, which could increase the costs of borrowing; and

· The costs and effects of legal and administrative claims and proceedings against us or any entity in which we have an ownership interest,

and changes in the status of, or the initiation of new litigation, claims or proceedings, to which we, or any entity in which we have an
ownership interest, are a party.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of
our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no
obligation to update publicly any forward-looking statement whether as a result of new information or future events.
NOTICE FOR NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED ("RSA 421-B") WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.

S-iii
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not
contain all of the information that you should consider before making an investment decision. You should read the entire prospectus supplement,
the accompanying prospectus and the documents incorporated by reference for a more complete understanding of this offering. Please read "Risk
Factors" beginning on page S-14 of this prospectus supplement and page 4 of the accompanying prospectus for more information about
important risks that you should consider before investing in the notes.
As used in this prospectus supplement, unless the context otherwise indicates, the terms "we," "us," "our" and similar terms mean Sunoco
Logistics Partners Operations L.P., together with our operating subsidiaries. References to the "master partnership," "our parent," or "Sunoco
Logistics Partners" refer to Sunoco Logistics Partners L.P. References to "Sunoco" mean Sunoco, Inc., the owner of the general partner of the
master partnership. References to "Sunoco R&M" mean Sunoco, Inc. (R&M), a wholly owned subsidiary of Sunoco through which Sunoco
conducts its refining and marketing operations. Except where the context otherwise requires, references to, and descriptions of, our assets,
operations and financial results include the assets, operations and financial results of the master partnership and its subsidiaries and
predecessors.
Sunoco Logistics Partners Operations L.P.
We are a Delaware limited partnership formed by Sunoco Logistics Partners to own and operate a logistics business, consisting of a
geographically diverse portfolio of complementary pipeline, terminalling, and crude oil acquisition and marketing assets. We are principally engaged
in the transport, terminalling and storage of refined products and crude oil and the purchase and sale of crude oil and refined products in 17 states
located in the northeast, midwest, southeast and southwest United States. Sunoco Logistics Partners conducts substantially all of its business through
us. We are the borrower under the master partnership's revolving credit facilities, and we are the issuer of all of the master partnership's publicly
traded notes, all of which are guaranteed by Sunoco Logistics Partners. Our financial results do not differ materially from those of Sunoco Logistics
Partners. The number and dollar amount of reconciling items between our consolidated financial statements and those of Sunoco Logistics Partners
are insignificant. All financial results presented in this prospectus supplement and the accompanying prospectus are those of Sunoco Logistics
Partners.
Our business is comprised of three segments:

· The Refined Products Pipeline System serves Sunoco and other third parties and consists of approximately 2,500 miles of refined product
pipelines, including a two-thirds undivided interest in the approximately 100-mile refined product Harbor pipeline, joint venture interests

in four refined products pipelines in selected areas of the United States and the recently acquired controlling interest in the Inland pipeline
system. Please see "--Recent Developments" for a further description.

· The Terminal Facilities consist of 42 active refined product terminals with an aggregate storage capacity of 7 million barrels, which
provide storage, terminalling, blending and other ancillary services primarily to our Refined Products Pipeline System; the Nederland
Terminal, a 21 million barrel marine crude oil terminal on the Texas Gulf Coast; the Eagle Point Terminal, a 5 million barrel crude oil and

refined products dock and terminal, located on the Delaware River in Westville, New Jersey; a 2 million barrel refined product terminal
serving Sunoco's Marcus Hook refinery near Philadelphia, Pennsylvania; one inland and two marine crude oil terminals with a combined
capacity of 3 million barrels, and related pipelines, which serve Sunoco's Philadelphia refinery; and a 1 million barrel liquefied petroleum
gas ("LPG") terminal near Detroit, Michigan.

· The Crude Oil Pipeline System gathers, purchases, sells and transports crude oil principally in Oklahoma and Texas and consists of

approximately 4,900 miles of crude oil trunk pipelines, including a

S-1
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37 percent undivided interest in the 100-mile Mesa Pipe Line system; approximately 500 miles of crude oil gathering lines that supply the

trunk pipelines; approximately 140 crude oil transport trucks; and approximately 100 crude oil truck unloading facilities.
We generate revenues by charging tariffs for transporting refined products, crude oil and other hydrocarbons through our pipelines and by
charging fees for storing refined products, crude oil and other hydrocarbons in, and for providing other services at, our terminals. We also generate
revenues by acquiring and marketing domestic crude oil, refined petroleum products and natural gas liquids. Our policy is to purchase only
commodity product for which we have a market and to structure our sales contracts so that price fluctuations for those products do not materially
affect the margin we receive. We also seek to maintain a position that is substantially balanced within our various commodity purchase and sales
activities. We do not enter into futures contracts or other derivative instruments to speculate on crude oil or refined products prices, as these activities
could expose us to significant losses. We do use derivative contracts as economic hedges against price changes related to our forecasted refined
products purchase and sale activities. These derivatives are intended to have equal and opposite effects on the purchase and sale activities.
Our Business Strategies
Our primary business strategies are to:

· generate stable cash flows;

· increase our pipeline and terminal throughput;

· pursue strategic and accretive acquisitions, both in existing and new lines of business and geographic areas of operation that complement

or supplement our existing asset base;

· pursue economically accretive organic growth opportunities;

· continue to improve our operating efficiency and to reduce our costs; and

· increase our cash distributions to unitholders.
Our Competitive Strengths
We believe that we are well-positioned to execute our business strategies successfully because of the following competitive strengths:

· Our pipelines and terminal facilities are strategically located in areas with high demand. We have a strong presence in the northeast,

midwest and southwest United States, and our transportation and distribution assets in these regions provide us with a base of stable cash
flows.

· We have a complementary portfolio of assets that are both geographically and operationally diverse. Our assets include refined product
pipelines and terminals in the northeast, midwest and southwest United States, a crude oil terminal on the Texas Gulf Coast, crude oil
pipelines in Oklahoma, Texas and Michigan, and a crude oil pipeline that originates in Longview, Texas and passes through Louisiana,

Arkansas, Mississippi, Tennessee, Kentucky and Ohio and terminates in Samaria, Michigan. We also own equity interests in five refined
product pipelines located in the central and western regions of the United States. This geographic and asset diversity contributes to the
stability of our cash flows.

· We have a unique strategic relationship with Sunoco and its affiliates. Many of our refined product pipelines and terminals in the
northeast are directly connected to Sunoco R&M's refineries and afford Sunoco R&M a cost-effective means to distribute refined products.

In addition, we and Sunoco and its affiliates can jointly bid on potential acquisitions, and we are entitled to purchase from Sunoco and its
affiliates any significant crude oil or refined product pipeline and terminalling assets, which we often refer to as logistics assets,
associated with acquisitions made by Sunoco and its affiliates.

S-2
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