Bond Energy Transfer Partners 6.25% ( US29279FAA75 ) in USD

Energy Transfer Partners

94.02 % ▼

United States

US29279FAA75 ( in USD )

6.25% per year ( payment 2 times a year)

15/04/2049

Prospectus brochure of the bond Energy Transfer Operating US29279FAA75 en USD 6.25%, maturity 15/04/2049

2 000 USD

1 750 000 000 USD

29279FAA7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 116 days )

Energy Transfer operates a vast network of energy pipelines, storage facilities, and processing plants across North America, transporting natural gas, crude oil, natural gas liquids, and refined products.

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29279FAA75, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2049

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29279FAA75, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Energy Transfer Partners ( United States ) , in USD, with the ISIN code US29279FAA75, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d652184d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221411

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price
Registration Fee(1)(2)
4.500% Senior Notes Due 2024

$750,000,000

$90,900
5.250% Senior Notes Due 2029

$1,500,000,000

$181,800
6.250% Senior Notes Due 2049

$1,750,000,000

$212,100
Total

$4,000,000,000

$484,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Partnership's Registration
Statement on Form S-3 (File No. 333 221411) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospe c t us Supple m e nt
(T o prospe c t us da t e d N ove m be r 8 , 2 0 1 7 )

Ene rgy T ra nsfe r Ope ra t ing, L.P.
$ 7 5 0 ,0 0 0 ,0 0 0 4 .5 0 0 % Se nior N ot e s due 2 0 2 4
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 5 .2 5 0 % Se nior N ot e s due 2 0 2 9
$ 1 ,7 5 0 ,0 0 0 ,0 0 0 6 .2 5 0 % Se nior N ot e s due 2 0 4 9

We are offering $4,000,000,000 aggregate principal amount of notes of the following series: $750,000,000 aggregate principal amount of our 4.500% Senior
Notes due 2024 (the "2024 notes"), $1,500,000,000 aggregate principal amount of our 5.250% Senior Notes due 2029 (the "2029 notes"), and $1,750,000,000
aggregate principal amount of our 6.250% Senior Notes due 2049 (the "2049 notes"). We refer to the 2024 notes, the 2029 notes and the 2049 notes, collectively, as
the "notes."
Interest on each series of notes will accrue from January 15, 2019. Interest on each series of notes will be payable semi-annually on April 15 and October 15 of
each year, beginning on April 15, 2019. The 2024 notes will mature on April 15, 2024, the 2029 notes will mature on April 15, 2029, and the 2049 notes will mature
on April 15, 2049.
We may redeem some or all of the notes of each series at our option at any time and from time to time prior to their maturity at the applicable redemption prices
set forth in this prospectus supplement, plus accrued and unpaid interest. Please read the section entitled "Description of the Notes--Optional Redemption." The
notes will not be entitled to the benefit of any sinking fund payment.
The notes will be our senior unsecured obligations. If we default, your right to payment under the notes will rank equally with the right to payment of the holders
of our other current and future unsecured senior debt, including debt under our revolving credit facility and our existing senior notes, and senior in right of payment to
any future subordinated debt that we may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics
Partners Operations L.P. ("Sunoco Logistics"), on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of
notes will rank equally in right of payment with all of the existing and future senior debt of Sunoco Logistics, including its senior notes and its guarantees of debt
under our revolving credit facility and our existing senior notes.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on any securities
exchange or for the quotation of the notes on any automated dealer quotation system.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se
se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion
t o t he c ont ra ry is a c rim ina l offe nse .
I nve st ing in t he not e s involve s risk s. Ple a se re a d "Risk Fa c t ors" be ginning on pa ge S-6 of t his prospe c t us supple m e nt
a nd on pa ge 7 of t he a c c om pa nying prospe c t us.

Pe r 2 0 2 4
T ot a l 2 0 2 4
Pe r 2 0 2 9
T ot a l 2 0 2 9
Pe r 2 0 4 9
T ot a l 2 0 4 9

N ot e

N ot e s

N ot e

N ot e s

N ot e

N ot e s

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Public offering price(1)

99.646% $747,345,000
99.789% $1,496,835,000
99.850% $1,747,375,000
Underwriting discount

0.600% $
4,500,000
0.650% $
9,750,000
0.875% $
15,312,500
Proceeds to Energy Transfer Operating, L.P. (before
expenses)

99.046% $742,845,000
99.139% $1,487,085,000
98.975% $1,732,062,500

(1)
Plus accrued interest from January 15, 2019, if any.

The underwriters expect to deliver the notes in registered book-entry form only through the facilities of The Depository Trust Company, including Clearstream
Banking, société anonyme, Luxembourg and Euroclear Bank N.V./S.A., on or about January 15, 2019.
Joint Book-Running Managers
BofA M e rrill Lync h

De ut sc he Ba nk Se c urit ie s

Goldm a n Sa c hs & Co. LLC
RBC Ca pit a l M a rk e t s

SunT rust Robinson H um phre y

Ba rc la ys
CI BC Ca pit a l M a rk e t s

Cit igroup

Cre dit Agric ole CI B
J .P. M orga n

M izuho Se c urit ie s

M U FG
N a t ix is

PN C Ca pit a l M a rk e t s LLC

Sc ot ia ba nk
SM BC N ik k o

T D Se c urit ie s

U S Ba nc orp

We lls Fa rgo Se c urit ie s
Co-Managers

BBV A

BM O Ca pit a l M a rk e t s

Cre dit Suisse
Fift h T hird Se c urit ie s

H SBC

M orga n St a nle y
The date of this prospectus supplement is January 8, 2019.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

EXPLANATORY NOTE
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-9
CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-31
UNDERWRITING
S-36
LEGAL
S-42
EXPERTS
S-42
WHERE YOU CAN FIND MORE INFORMATION
S-42
INCORPORATION BY REFERENCE
S-43
Prospe c t us da t e d N ove m be r 8 , 2 0 1 7

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

2
FORWARD-LOOKING STATEMENTS

4
SUMMARY

6
RISK FACTORS

7
USE OF PROCEEDS

8
RATIO OF EARNINGS TO FIXED CHARGES

9
DESCRIPTION OF OUR COMMON UNITS

10
DESCRIPTION OF PREFERRED UNITS

13
DESCRIPTION OF DEBT SECURITIES

14
CASH DISTRIBUTIONS

24
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT

29
GLOBAL SECURITIES

41
PLAN OF DISTRIBUTION

45
MATERIAL FEDERAL INCOME TAX CONSEQUENCES

47
INVESTMENT IN OUR COMMON UNITS OR DEBT SECURITIES BY EMPLOYEE BENEFIT PLANS

67
LEGAL MATTERS

70
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EXPERTS

70
We expect that delivery of the notes will be made to investors on or about January 15, 2019, which will be the fifth business day
following the date hereof (such settlement being referred to as "T+5"). Under Rule 15c6-1 under the Exchange Act, trades in the
secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery of the notes hereunder may be
required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement cycle at the time of any such trade to
prevent a failed settlement and such purchasers should consult their own advisors.

S-i
Table of Contents
EX PLAN AT ORY N OT E
On October 19, 2018, Energy Transfer Equity, L.P. ("ETE"), Energy Transfer Partners, L.P. ("ETP") and certain of their affiliates
completed the transactions contemplated by that certain Agreement and Plan of Merger dated August 1, 2018 (the "merger agreement"),
pursuant to which a wholly owned subsidiary of ETE, merged with ETP, with ETP continuing as the surviving entity and a subsidiary of
ETE (the "merger"). Prior to the consummation of the merger, and in accordance with the terms of the merger agreement, ETE, among
other things, contributed to ETP all of its and its subsidiaries' equity interests in Sunoco LP ("SUN"), USA Compression Partners, LP
("USAC"), Lake Charles LNG Company, LLC ("Lake Charles LNG") and certain other entities, in exchange for ETP common units. We
refer to the transactions contemplated by the merger agreement, including the merger and the contribution of the equity interests
described above, and the related financing transactions as the "merger transactions."
Concurrently with the closing of the merger, ETP changed its name to Energy Transfer Operating, L.P., and ETE changed its name to
Energy Transfer LP. In this prospectus, unless the context otherwise indicates, references to "we," "us," the "Partnership" and "our" refer to
Energy Transfer Partners, L.P. and its operating subsidiaries prior to the closing of the merger and Energy Transfer Operating, L.P. and its
operating subsidiaries after the closing of the merger.

S-ii
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Certain statements, other than statements of historical fact, included or incorporated by reference into this prospectus supplement,
the accompanying prospectus and the documents we incorporate by reference constitute "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 state 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,"
"intends," "projects," "scheduled" or 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 may ultimately 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:

· the volumes transported on our pipelines and gathering systems;

· the level of throughput in our processing and treating facilities;

· the fees we charge and the margins we realize for our gathering, treating, processing, storage and transportation services;

· the prices and market demand for, and the relationship between, natural gas and natural gas liquids ("NGLs");

· energy prices generally;

· the prices of natural gas and NGLs compared to the price of alternative and competing fuels;

· the general level of petroleum product demand and the availability and price of NGL supplies;
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· the level of domestic oil, natural gas and NGL production;

· the availability of imported oil, natural gas and NGLs;

· actions taken by foreign oil and gas producing nations;

· the political and economic stability of petroleum producing nations;

· the effect of weather conditions on demand for oil, natural gas and NGLs;

· availability of local, intrastate and interstate transportation systems;

· the continued ability to find and contract for new sources of natural gas supply;

· availability and marketing of competitive fuels;

· the impact of energy conservation efforts;

· energy efficiencies and technological trends;

· governmental regulation and taxation;

· changes to, and the application of, regulation of tariff rates and operational requirements related to our interstate and intrastate

pipelines;

S-iii
Table of Contents

· hazards or operating risks incidental to the gathering, treating, processing and transporting of natural gas and NGLs;

· competition from other midstream companies and interstate pipeline companies;

· loss of key personnel;

· loss of key natural gas producers or the providers of fractionation services;

· reductions in the capacity or allocations of third-party pipelines that connect with our pipelines and facilities;

· the effectiveness of risk-management policies and procedures and the ability of our liquids marketing counterparties to satisfy

their financial commitments;

· the nonpayment or non-performance by our customers;

· regulatory, environmental, political and legal uncertainties that may affect the timing and cost of our internal growth projects, such

as our construction of additional pipeline systems;

· risks associated with the construction of new pipelines and treating and processing facilities or additions to our existing pipelines

and facilities, including difficulties in obtaining permits and rights-of-way or other regulatory approvals and the performance by
third-party contractors;

· the availability and cost of capital and our ability to access certain capital sources;

· a deterioration of the credit and capital markets;

· changes in our, Sunoco Logistics' or Energy Transfer LP's credit ratings, as assigned by ratings agencies;

· risks associated with the assets and operations of entities in which we own less than a controlling interest, including risks related

to management actions at such entities that we may not be able to control or exert influence;

· the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial

results and to successfully integrate acquired businesses;

· changes in laws and regulations to which we are subject, including tax, environmental, transportation and employment regulations

or new interpretations by regulatory agencies concerning such laws and regulations; and

· the costs and effects of legal and administrative proceedings.
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
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results. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information or future
events.

S-iv
Table of Contents
SU M M ARY
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-6 of this prospectus supplement and page 7 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 "Energy Transfer," the "Partnership,"
"we," "us," "our" and similar terms mean Energy Transfer Partners, L.P. and its operating subsidiaries prior to the closing of the
merger and Energy Transfer Operating, L.P. and its operating subsidiaries after the closing of the merger. References to "Sunoco
Logistics" or the "guarantor" are to Sunoco Logistics Partners Operations L.P. References to "ET" are to Energy Transfer LP (formerly
known as Energy Transfer Equity, L.P.).
Ene rgy T ra nsfe r Ope ra t ing, L.P.
We are a subsidiary of Energy Transfer LP (formerly known as Energy Transfer Equity, L.P.), a publicly traded master limited
partnership. We are managed by our general partner, Energy Transfer Partners GP, L.P., which is managed by its general partner,
Energy Transfer Partners, L.L.C., which is owned by ET. The primary activities in which we are engaged, all of which are in the
United States, and the operating subsidiaries through which we conduct those activities are as follows:

· Natural gas operations, including the following:

·
natural gas midstream and intrastate transportation and storage; and

·
interstate natural gas transportation and storage.

· Crude oil, NGLs and refined product transportation, terminalling services and acquisition and marketing activities, as well as

NGL storage and fractionation services.
As a result of the merger transactions, we also own the following interests:

· 2,263,158 common units representing limited partner interests in SUN;

· 100% of the limited liability company interests in Sunoco GP LLC, the sole general partner of SUN, and all of the incentive

distribution rights in SUN;

· 12,466,912 common units representing limited partner interests in USAC and 100% of the limited liability company interests

in USA Compression GP, LLC, the general partner of USAC; and

· a 100% limited liability company interest in each of Lake Charles LNG, Energy Transfer LNG Export, LLC, ET Crude Oil

Terminals, LLC and ETC Illinois LLC.

S-1
Table of Contents
Our Princ ipa l Ex e c ut ive Offic e s
We are a limited partnership formed under the laws of the State of Delaware. Our principal executive offices are located at 8111
Westchester Drive, Suite 600, Dallas, Texas 75225, and our telephone number at that location is (214) 981-0700. We maintain a
website at http://www.energytransfer.com that provides information about our business and operations. Information contained on this
website, however, is not incorporated into or otherwise a part of this prospectus supplement or the accompanying prospectus.
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Our Ow ne rship, St ruc t ure a nd M a na ge m e nt
The following chart depicts our current ownership.

(1)
We currently have outstanding 950,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, 550,000 Series B
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, 18,000,000 Series C Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units and 17,800,000 Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units. The Series C preferred
units and Series D preferred units trade on the New York Stock Exchange under the symbols "ETPprC" and "ETPprD," respectively.

S-2
Table of Contents
T he Offe ring
We provide the following summary solely for your convenience. This summary is not a complete description of the notes. You
should read the full text of, and more specific details contained elsewhere in, this prospectus supplement and the accompanying
prospectus. For a more detailed description of the notes, please read the section entitled "Description of the Notes" in this prospectus
supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.

Issuer
Energy Transfer Operating, L.P.

Notes Offered
We are offering $4,000,000,000 aggregate principal amount of notes of the
following series:

· $750,000,000 4.500% Senior Notes due 2024;

· $1,500,000,000 5.250% Senior Notes due 2029; and

· $1,750,000,000 6.250% Senior Notes due 2049.

Maturity Date
Unless redeemed prior to maturity as described below, (i) the 2024 notes will
mature on April 15, 2024, (ii) the 2029 notes will mature on April 15, 2029, and
(iii) the 2049 notes will mature on April 15, 2049.

Interest Rate
Interest on the 2024 notes will accrue at the per annum rate of 4.500%, interest on
the 2029 notes will accrue at the per annum rate of 5.250%, and interest on the
2049 notes will accrue at the per annum rate of 6.250%.

Interest Payment Dates
Interest is payable semi-annually for each series of notes on April 15 and
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October 15 of each year, beginning on April 15, 2019.

Mandatory Redemption
We will not be required to make mandatory redemption or sinking fund payments
on the notes or to repurchase the notes at the option of the holders.

Optional Redemption
We may redeem some or all of the notes of each series at any time or from time to
time prior to maturity. If we elect to redeem the 2024 notes prior to the date that is
one month prior to the maturity date of the 2024 notes, the 2029 notes prior to the
date that is three months prior to the maturity date of the 2029 notes, or the 2049
notes prior to the date that is six months prior to the maturity date of the 2049
notes (each such date, with respect to the applicable series of the notes, the "Early
Call Date"), we will pay an amount equal to the greater of (i) 100% of the principal
amount of the applicable series of notes to be redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on

S-3
Table of Contents
the applicable series of notes to be redeemed that would be due if such series of
notes matured on the applicable Early Call Date, plus a make-whole premium. If
we elect to redeem the 2024 notes, the 2029 notes or the 2049 notes on or after

the applicable Early Call Date, we will pay an amount equal to 100% of the
principal amount of such series of notes to be redeemed. We will pay accrued and
unpaid interest, if any, on such series of notes redeemed to the redemption date.
Please read "Description of the Notes--Optional Redemption."

Subsidiary Guarantee
The notes will initially be guaranteed by our subsidiary, Sunoco Logistics, on a
senior unsecured basis so long as it guarantees any of our other long-term debt.

Any of our other subsidiaries that in the future become guarantors or co-issuers of

our long-term debt must guarantee the notes on the same basis.

Ranking
The notes will be our general unsecured obligations. The notes will rank equally in
right of payment with all our existing and future senior debt, including debt under
our revolving credit facility and our existing senior notes, senior in right of payment
to any subordinated debt that we may incur and junior to the indebtedness and
other obligations, including trade payables, of our subsidiaries that do not
guarantee the notes. As of September 30, 2018, after giving effect to the
consummation of the merger transactions and this offering and the application of
the net proceeds as set forth under "Use of Proceeds," we would have had total
senior debt of $24.6 billion, including the notes offered hereby, and we would have
been able to incur an additional $3.8 billion of debt under our revolving credit
facility. In addition, our subsidiaries (other than Sunoco Logistics) would have had
an aggregate of $7.9 billion of indebtedness outstanding.

Sunoco Logistics' guarantee of each series of notes will rank equally in right of
payment with Sunoco Logistics' existing and future senior debt, including its senior
notes and its guarantees of debt under our revolving credit facility and our existing

senior notes, and senior in right of payment to any subordinated debt the guarantor
may incur. As of September 30, 2018, Sunoco Logistics had $7.6 billion of senior
notes outstanding.

Neither we nor Sunoco Logistics currently has any secured debt outstanding.

S-4
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Certain Covenants
The indenture governing the notes limits our ability and the ability of our
subsidiaries to, among other things:

· create liens without equally and ratably securing the notes; and

· engage in certain sale and leaseback transactions.

The indenture also limits our ability to engage in mergers, consolidations and

certain sales of assets.

These covenants are subject to important exceptions and qualifications, as

described under "Description of the Notes--Important Covenants."

Use of Proceeds
We expect to receive net proceeds of approximately $3.96 billion after deducting
the underwriting discounts and estimated offering expenses. We expect to use the
net proceeds from this offering (i) to make an intercompany loan to ET, which will
use the proceeds therefrom to repay in full its $1.22 billion term loan due February
2, 2024, (ii) to repay in full our 9.70% senior notes due March 15, 2019, our
9.00% senior notes due April 15, 2019 and our subsidiary's 8.125% senior notes
due June 1, 2019, (iii) to repay a portion of the borrowings under our revolving
credit facility and (iv) for general partnership purposes.

Affiliates of certain of the underwriters participating in this offering are lenders
under ET's term loan and/or our revolving credit facility and may hold our 9.70%
senior notes due March 15, 2019, our 9.00% senior notes due April 15, 2019 and

our subsidiary's 8.125% senior notes due June 1, 2019 and, accordingly, will
receive a portion of the net proceeds of this offering. Please read "Use of
Proceeds," "Capitalization" and "Underwriting."

Trustee
U.S. Bank National Association.

Governing Law
The notes and the indenture will be governed by New York law.

Risk Factors
Please read "Risk Factors" beginning on page S-6 of this prospectus supplement
and on page 7 of the accompanying prospectus for a discussion of factors you
should carefully consider before investing in the notes.

S-5
Table of Contents
RI SK FACT ORS
An investment in the notes involves risks. You should carefully consider all of the information contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference as provided under "Where You Can Find More
Information" and "Incorporation by Reference," including our Annual Report on Form 10-K for the year ended December 31, 2017, the
subsequent Quarterly Report on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 and the risk
factors described under "Risk Factors" in such reports. This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference also contain forward-looking statements that involve risks and uncertainties. Please read "Forward-Looking
Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain
factors, including the risks described below, elsewhere in this prospectus supplement, in the accompanying prospectus and in the
documents incorporated by reference. If any of these risks occur, our business, financial condition, results of operations, cash flows or
prospects could be adversely affected.
Risk s Re la t e d t o t he N ot e s
Ea c h se rie s of not e s a nd t he gua ra nt e e t he re of w ill be e ffe c t ive ly subordina t e d t o a ny se c ure d de bt of ours or t he
gua ra nt or, a nd, in t he e ve nt of our ba nk rupt c y or liquida t ion, holde rs of t he not e s w ill be pa id from a ny a sse t s
re m a ining a ft e r pa ym e nt s t o a ny holde rs of a ny se c ure d de bt w e m a y ha ve . I n a ddit ion, e a c h se rie s of not e s w ill
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be st ruc t ura lly subordina t e d t o a ny de bt of our non -gua ra nt or subsidia rie s.
Each series of notes and the guarantee thereof will be our and the guarantor's general unsecured senior obligations, and effectively
subordinated to any secured debt that we or the guarantor may have, to the extent of the value of the assets securing that debt. The
indenture will permit us and the guarantor to incur secured debt provided certain conditions are met. If we are declared bankrupt or
insolvent, or are liquidated, the holders of our secured debt will be entitled to be paid from our assets securing their debt before any
payment may be made with respect to the notes. If any of the preceding events occur, we may not have sufficient assets to pay amounts
due on our secured debt and the notes.
Although Sunoco Logistics will initially guarantee the notes, in the future the guarantees of Sunoco Logistics may be released under
certain circumstances. Further, none of our other subsidiaries will guarantee the notes initially, and as a result, each series of notes will be
structurally subordinated to the claims of all creditors, including unsecured indebtedness, trade creditors and tort claimants, of those
subsidiaries. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of any of our
subsidiaries (except for Sunoco Logistics), creditors of such subsidiaries would generally have the right to be paid in full before any
distribution is made to us or the holders of the notes. As of September 30, 2018, after giving effect to the consummation of the merger
transactions and this offering and the application of the net proceeds as set forth under "Use of Proceeds," our subsidiaries (other than
Sunoco Logistics) would have had an aggregate of $7.9 billion of indebtedness outstanding.
We do not ha ve t he sa m e fle x ibilit y a s ot he r t ype s of orga niza t ions t o a c c um ula t e c a sh, w hic h m a y lim it c a sh
a va ila ble t o se rvic e t he not e s or t o re pa y t he m a t m a t urit y.
Our partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our unitholders of record
within 45 days following the end of every quarter.

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Available cash with respect to any quarter is generally all of our cash on hand at the end of such quarter, less cash reserves for certain
purposes. Our general partner will determine the amount and timing of such distributions and have broad discretion to establish and make
additions to our reserves or the reserves of our operating subsidiaries as they determine are necessary or appropriate. As a result, we do
not have the same flexibility as corporations or other entities that do not pay dividends or that have complete flexibility regarding the
amounts they will distribute to their equity holders. Although our payment obligations to our partners are subordinate to our payment
obligations to you, the timing and amount of our quarterly distributions to our partners could significantly reduce the cash available to pay
the principal, premium (if any) and interest on the notes.
A c ourt m a y use fra udule nt c onve ya nc e c onside ra t ions t o a void or subordina t e t he Sunoc o Logist ic s gua ra nt e e s.
Various applicable fraudulent conveyance laws have been enacted for the protection of creditors. A court may use fraudulent
conveyance laws to subordinate or avoid Sunoco Logistics' guarantees of the notes. It is also possible that under certain circumstances a
court could hold that the direct obligations of Sunoco Logistics could be superior to the obligations under its guarantees of the notes.
A court could avoid or subordinate Sunoco Logistics' guarantees of the notes in favor of its other debts or liabilities to the extent that
the court determined either of the following were true at the time Sunoco Logistics issued the guarantees:

· that Sunoco Logistics incurred the guarantees with the intent to hinder, delay or defraud any of its present or future creditors or

that Sunoco Logistics contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of
others; or

· that Sunoco Logistics did not receive fair consideration or reasonably equivalent value for issuing the guarantees and, at the
time it issued the guarantees, that Sunoco Logistics (i) was insolvent or rendered insolvent by reason of the issuance of the

guarantees, (ii) was engaged or about to engage in a business or transaction for which the remaining assets of Sunoco Logistics
constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such
debts as they matured.
The measure of insolvency for purposes of the foregoing will vary depending upon the law of the relevant jurisdiction. Generally,
however, an entity would be considered insolvent for purposes of the foregoing if the sum of its debts, including contingent liabilities, were
greater than the fair saleable value of all of its assets at a fair valuation, or if the present fair saleable value of its assets were less than
the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute
and matured. Among other things, a legal challenge of Sunoco Logistics' guarantees of the notes on fraudulent conveyance grounds may
focus on the benefits, if any, realized by Sunoco Logistics as a result of our issuance of the notes. To the extent Sunoco Logistics'
guarantees of the notes is avoided as a result of fraudulent conveyance or held unenforceable for any other reason, the note holders
would cease to have any claim in respect of the applicable guarantee and the notes would be structurally subordinated to all liabilities of
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Sunoco Logistics. The indenture governing the notes will contain a "savings clause," which limits the liability of Sunoco Logistics on its
guarantees to the maximum amount that Sunoco Logistics can incur without risk that its guarantees will be subject to avoidance as a
fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does,
that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the applicable series of notes in full
when due.

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T he not e s ha ve no e st a blishe d t ra ding m a rk e t or hist ory, a nd liquidit y of t ra ding m a rk e t s for t he not e s m a y be
lim it e d.
Each series of notes will constitute a new issue of securities with no established trading market. Although the underwriters have
indicated that they intend to make a market in the notes, they are not obligated to do so and any of their market-making activities may be
terminated or limited at any time. In addition, we do not intend to apply for a listing of the notes on any securities exchange or interdealer
quotation system. As a result, there can be no assurance as to the liquidity of markets that may develop for the notes, the ability of
noteholders to sell their notes or the prices at which notes could be sold. The notes may trade at prices that are lower than their respective
public offering price depending on many factors, including prevailing interest rates and the markets for similar securities. The liquidity of
trading markets for the notes may also be adversely affected by general declines or disruptions in the markets for debt securities. Those
market declines or disruptions could adversely affect the liquidity of and market for the notes independent of our financial performance or
prospects.

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U SE OF PROCEEDS
We expect to receive net proceeds of approximately $3.96 billion after deducting the underwriting discounts and estimated offering
expenses.
We expect to use the net proceeds from this offering (i) to make an intercompany loan to ET, which will use the proceeds therefrom
to repay in full its $1.22 billion term loan due February 2, 2024, (ii) to repay in full our 9.70% senior notes due March 15, 2019, our 9.00%
senior notes due April 15, 2019 and our subsidiary's 8.125% senior notes due June 1, 2019, (iii) to repay a portion of the borrowings under
our revolving credit facility and (iv) for general partnership purposes.
As of December 31, 2018, we had $400 million aggregate principal amount of our 9.70% senior notes due March 15, 2019 and
$450 million aggregate principal amount of our 9.00% senior notes due April 15, 2019. Additionally, our subsidiary had $150 million
aggregate principal amount of 8.125% senior notes due June 1, 2019.
As of December 31, 2018, we had outstanding borrowings of $3.69 billion under our revolving credit facility (including $2.34 billion of
commercial paper), and there were $65 million of letters of credit outstanding. The weighted average interest rate on the total amount
outstanding at December 31, 2018 was 3.57%. Our revolving credit facility matures on December 1, 2023. We used borrowings under our
revolving credit facility to fund growth capital expenditures, working capital requirements and an intercompany loan to ET at the closing of
the merger transactions.
Affiliates of certain of the underwriters are lenders under ET's term loan and/or our revolving credit facility and may hold our 9.70%
senior notes due March 15, 2019, our 9.00% senior notes due April 15, 2019 and our subsidiary's 8.125% senior notes due June 1, 2019
and, accordingly, will receive a portion of the net proceeds from this offering. Please read "Underwriting."

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CAPI T ALI Z AT I ON
The following table sets forth our cash and cash equivalents and total capitalization as of September 30, 2018, on an:
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