Obligation Energy Transfer Partners 5% ( US29278NAR44 ) en USD

Energy Transfer Partners

83.49 % ▼

Etas-Unis

US29278NAR44 ( en USD )

5% par an ( paiement semestriel )

15/05/2050

Prospectus brochure de l'obligation Energy Transfer Operating US29278NAR44 en USD 5%, échéance 15/05/2050

2 000 USD

2 000 000 000 USD

29278NAR4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/05/2026 ( Dans 96 jours )

Energy Transfer Operating L.P. est une société américaine de transport d'énergie qui possède et exploite un vaste réseau d'oléoducs, de gazoducs et d'installations de stockage d'énergie aux États-Unis et au Canada.

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29278NAR44, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2050

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29278NAR44, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer Partners ( Etas-Unis ) , en USD, avec le code ISIN US29278NAR44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d799969d424b5.htm 424B5
Table of Contents
File pursuant to Rule 424(b)(5)
Registration No. 333-221411
CALCULATION OF REGISTRATION FEE

Amount
Title of Each Class of
to be
Amount of
Securities to be Registered

Registered

Registration Fee(1)
2.900% Senior Notes Due 2025

$1,000,000,000

$129,800.00
3.750% Senior Notes Due 2030

$1,500,000,000

$194,700.00
5.000% Senior Notes Due 2030

$2,000,000,000

$259,600.00
Total

$4,500,000,000

$584,100.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To prospectus dated November 8, 2017)

Energy Transfer Operating, L.P.
$1,000,000,000 2.900% Senior Notes due 2025
$1,500,000,000 3.750% Senior Notes due 2030
$2,000,000,000 5.000% Senior Notes due 2050

We are offering $4,500,000,000 aggregate principal amount of notes of the following series: $1,000,000,000 aggregate principal amount of our
2.900% Senior Notes due 2025 (the "2025 notes"), $1,500,000,000 aggregate principal amount of our 3.750% Senior Notes due 2030 (the "2030 notes")
and $2,000,000,000 aggregate principal amount of our 5.000% Senior Notes due 2050 (the "2050 notes"). We refer to the 2025 notes, the 2030 notes and
the 2050 notes, collectively, as the "notes."
Interest on each series of notes will accrue from January 22, 2020. Interest on each series of notes will be payable semi-annually on May 15 and
November 15 of each year, beginning on May 15, 2020. The 2025 notes will mature on May 15, 2025, the 2030 notes will mature on May 15, 2030, and the
2050 notes will mature on May 15, 2050.
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, our term loan, our 364-day 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.
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 base prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-7 of this prospectus
supplement and on page 7 of the accompanying base prospectus.

Per 2025
Total 2025
Per 2030
Total 2030
Per 2050
Total 2050

Note
Notes

Note
Notes

Note
Notes

https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
Public offering price(1)
99.924% $999,240,000 99.843% $1,497,645,000 99.914% $1,998,280,000
Underwriting discount

0.600% $
6,000,000
0.650% $
9,750,000
0.875% $
17,500,000
Proceeds to Energy Transfer Operating, L.P.
(before expenses)
99.324% $993,240,000 99.193% $1,487,895,000 99.039% $1,980,780,000

(1)
Plus accrued interest from January 22, 2020, 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 22, 2020.

Joint Book-Running Managers

Citigroup
Deutsche Bank Securities
MUFG
Natixis
TD Securities
Barclays BBVA
BMO Capital
BofA Securities
CIBC Capital Markets
Credit Agricole CIB
Credit Suisse

Markets

Goldman Sachs &
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
PNC Capital
Co. LLC

Markets LLC
RBC Capital
Scotiabank
SMBC Nikko
SunTrust Robinson Humphrey
US Bancorp
Wells Fargo
Markets

Securities
Co-Manager
Fifth Third Securities

The date of this prospectus supplement is January 7, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
Certain U.S. Federal Income Tax Considerations
S-29
Underwriting
S-34
Legal
S-41
Experts
S-41
Where You Can Find More Information
S-41
Incorporation by Reference
S-42
Prospectus

Page
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
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
Experts

70
We expect that delivery of the notes will be made to investors on or about January 22, 2020, which will be the tenth business day following the date
hereof (such settlement being referred to as "T+10"). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (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+10, 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
FORWARD-LOOKING STATEMENTS
Certain statements, other than statements of historical fact, included or incorporated by reference into this prospectus supplement, the accompanying
base 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 base 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;

·
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;

·
the availability of local, intrastate and interstate transportation systems;

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

·
the 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;

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

S-ii
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
Table of Contents

·
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 or Sunoco Logistics' credit ratings, as assigned by credit 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;

·
the costs and effects of legal and administrative proceedings;

·
the expected synergies and other benefits from the SemGroup Asset Drop Down (as defined herein) might not be realized within the

anticipated time frame or at all; and

·
the timing and consummation of our concurrent Preferred Unit Offering (as defined herein), if at all.
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.

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying base 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 base prospectus and the documents incorporated by reference for a more complete understanding of this offering. Please read "Risk
Factors" beginning on page S-7 of this prospectus supplement and page 7 of the accompanying base prospectus for more information about
important risks that you should consider before investing in the notes.
In October 2018, we were acquired by Energy Transfer LP through a merger transaction and changed our name to Energy Transfer Operating,
L.P. (the "merger"). As used in this prospectus supplement, unless the context otherwise indicates, all references in this prospectus supplement 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
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
and Energy Transfer Operating, L.P. and its operating subsidiaries after the closing of the merger. With respect to the cover page and in the sections
entitled "Summary--The Offering" and "Underwriting," "we," "our" and "us" refer only to Energy Transfer Operating, L.P. and not to any of its
subsidiaries. References to "Sunoco Logistics" or the "guarantor" are to Sunoco Logistics Partners Operations L.P. References to "ETP GP," "our
general partner" or "the general partner" refer to Energy Transfer Partners GP, L.P. References to "ETP LLC" refer to Energy Transfer Partners,
L.L.C., the general partner of our general partner. References to "ET" refer to Energy Transfer LP (formerly known as Energy Transfer Equity,
L.P.), the owner of ETP LLC.
Energy Transfer Operating, 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.
We also own the following interests:

·
28,463,967 common units representing limited partner interests in Sunoco LP ("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;

·
46,056,228 common units representing limited partner interests in USA Compression Partners, LP ("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 Company, LLC, Energy Transfer LNG Export, LLC, ET Crude

Oil Terminals, LLC and ETC Illinois LLC.

S-1
Table of Contents
Recent Developments
Term Loan
On October 17, 2019, we entered into a term loan credit agreement providing for a $2 billion three-year term loan credit facility (our
"term loan"). Borrowings under our term loan mature on October 17, 2022 and are available for working capital and general partnership purposes.
Borrowings under our term loan are unsecured and guaranteed by our subsidiary, Sunoco Logistics.
Credit Agreement Amendment
On November 19, 2019, we entered into Amendment No. 2 to our 364-day credit facility (the "364-day facility") pursuant to which the
lenders agreed to extend the maturity date of our 364-day facility until November 27, 2020 and amend certain other provisions.
SemGroup Asset Drop Down
On December 5, 2019, our parent, ET, consummated its previously announced acquisition of SemGroup Corporation ("SemGroup"),
with SemGroup continuing as a wholly owned subsidiary of ET. Effective as of January 1, 2020, ET caused SemGroup to contribute to us a majority
of SemGroup's U.S. natural gas, oil and other products businesses in exchange for the issuance to SemGroup of 91.1 million common units
representing limited partner interests in the Partnership (the "SemGroup Asset Drop Down").
Preferred Unit Offering
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
Concurrently with this offering, we have commenced a preferred equity offering of our 6.750% Series F Fixed-Rate Reset Cumulative
Redeemable Perpetual Preferred Units (the "Series F Preferred Units") and our 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual
Preferred Units (the "Series G Preferred Units", and such offering, the "Preferred Unit Offering") pursuant to a separate prospectus supplement. The
Preferred Unit Offering is expected to close simultaneously with this offering, but we cannot assure you that the Preferred Unit Offering will close on
these terms, on a timely basis or at all. This offering is not conditioned upon the closing of the Preferred Unit Offering and the Preferred Unit Offering
is not conditioned upon the closing of this offering. The foregoing description and other information in this prospectus supplement regarding the
concurrent Preferred Unit Offering is included solely for informational purposes. This prospectus supplement shall not be deemed to be an offer to
sell or a solicitation of an offer to buy the securities offered in the Preferred Unit Offering.
Our Principal Executive Offices
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 base prospectus.

S-2
Table of Contents
Our Ownership, Structure and Management
The following chart depicts the current ownership of us and our subsidiaries as of December 31, 2019 after giving effect to this offering.

(1)
The structure chart does not reflect the SemGroup Asset Drop Down or the issuance of common units to SemGroup in connection therewith.
(2)
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, 17,800,000 Series D Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units and
32,000,000 Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units. Assuming the closing of the Preferred Unit
Offering, we will also have 500,000 Series F Preferred Units and 1,100,000 Series G Preferred Units outstanding. The Series C preferred units,
Series D preferred units and Series E preferred units trade on the New York Stock Exchange under the symbols "ETPprC," "ETPprD" and
"ETPprE," respectively.

S-3
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
Table of Contents
The Offering
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 base 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 base prospectus.

Issuer
Energy Transfer Operating, L.P.

Notes Offered
We are offering $4,500,000,000 aggregate principal amount of notes of the following series:

· $1,000,000,000 2.900% Senior Notes due 2025;

· $1,500,000,000 3.750% Senior Notes due 2030; and

· $2,000,000,000 5.000% Senior Notes due 2050.

Maturity Date
Unless redeemed prior to maturity as described below, (i) the 2025 notes will mature on
May 15, 2025, (ii) the 2030 notes will mature on May 15, 2030 and (iii) the 2050 notes will
mature on May 15, 2050.

Interest Rate
Interest on the 2025 notes will accrue at the per annum rate of 2.900%, interest on the 2030
notes will accrue at the per annum rate of 3.750%, and interest on the 2050 notes will accrue
at the per annum rate of 5.000%.

Interest Payment Dates
Interest is payable semi-annually for each series of notes on May 15 and November 15 of
each year, beginning on May 15, 2020.

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 2025 notes prior to the date that is one month prior to
the maturity date of the 2025 notes, the 2030 notes prior to the date that is three months prior
to the maturity date of the 2030 notes or the 2050 notes prior to the date that is six months
prior to the maturity date of the 2050 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
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 2025 notes, the 2030 notes or the 2050 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."

S-4
Table of Contents
Subsidiary Guarantees
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
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
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, our term loan, our 364-day 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, 2019, after giving effect to our entry into our term loan, the
Preferred Unit Offering 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 $39.8 billion, including the
notes offered hereby, and we would have been able to incur an additional $5.9 billion of debt
under our revolving credit facility. In addition, as of September 30, 2019 our subsidiaries
(other than Sunoco Logistics) had an aggregate of $8.3 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, our term loan, our 364-day facility and

our existing senior notes, and senior in right of payment to any subordinated debt the
guarantor may incur. As of September 30, 2019, Sunoco Logistics had $7.6 billion of senior
notes outstanding.

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

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--Certain Covenants. "

Use of Proceeds
We expect to receive net proceeds of approximately $4.46 billion from this offering and
approximately $1.58 billion from the concurrent Preferred Unit Offering, in each case, after
deducting the

S-5
Table of Contents
underwriting discounts and estimated offering expenses. We expect to use the net proceeds
from this offering and the concurrent Preferred Unit Offering to repay outstanding

indebtedness, including prepayment of certain of our senior indebtedness, and for general
partnership purposes. If the concurrent Preferred Unit Offering does not close, we will not
receive the net proceeds described above relating to the Preferred Unit Offering.

Affiliates of each of the underwriters are lenders under our revolving credit facility and our
term loan. In addition, each of the underwriters are acting as underwriters in the concurrent

Preferred Unit Offering. Accordingly, each of the underwriters and their affiliates may
receive a portion of the net proceeds from this offering and underwriting commissions and a
portion of the net proceeds from the concurrent Preferred Unit Offering. See "Underwriting."

Trustee
U.S. Bank National Association.
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5

Governing Law
The notes and the indenture will be governed by the laws of the State of New York.

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

S-6
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in this prospectus supplement, the
accompanying base prospectus and the documents incorporated by reference as provided under "Incorporation by Reference," including our Annual
Report on Form 10-K for the year ended December 31, 2018, and the risk factors described under "Risk Factors" therein. This prospectus supplement, the
accompanying base 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 elsewhere in this prospectus supplement, in the accompanying base prospectus and in the documents
incorporated by reference. If any of these risks occur, our business, financial condition or results of operation could be adversely affected.
Risks Related to the Notes
Each series of notes and the guarantee thereof will be effectively subordinated to any secured debt of ours or the guarantor, and, in the event of our
bankruptcy or liquidation, holders of the notes will be paid from any assets remaining after payments to any holders of any secured debt we may have.
In addition, each series of notes will be structurally subordinated to any debt of our non-guarantor subsidiaries.
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, 2019,
our subsidiaries (other than Sunoco Logistics) had an aggregate of $8.3 billion of indebtedness outstanding.
We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service the notes or to repay
them at maturity.
Our partnership agreement requires us to distribute, on a quarterly basis, all of our available cash to our limited partners.
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.

S-7
Table of Contents
A court may use fraudulent conveyance considerations to avoid or subordinate the Sunoco Logistics guarantees.
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

424B5
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 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.
The notes have no established trading market or history, and liquidity of trading markets for the notes may be limited.
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.

S-8
Table of Contents
This offering is not conditioned on the consummation of any other financing, including the concurrent Preferred Unit Offering.
We intend to use the net proceeds of this offering, together with the net proceeds from the concurrent Preferred Unit Offering, as described in "Use
of Proceeds" herein and in the prospectus supplement that pertains to the concurrent Preferred Unit Offering. However, neither the completion of this
offering nor of the concurrent Preferred Unit Offering is contingent on the completion of the other, so it is possible that this offering occurs and the
Preferred Unit Offering does not occur, and vice versa. We cannot assure you that the concurrent Preferred Unit Offering will be completed on the terms
described herein, or at all.

S-9
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds of approximately $4.46 billion from the sale of the notes offered hereby after deducting the underwriting discounts
and estimated offering expenses. We expect to receive net proceeds of approximately $1.58 billion from the concurrent Preferred Unit Offering after
deducting the underwriting discounts and estimated offering expenses. We intend to use the net proceeds from this offering and the Preferred Unit Offering
https://www.sec.gov/Archives/edgar/data/1161154/000119312520004803/d799969d424b5.htm[1/10/2020 8:23:08 AM]

Document Outline

#1">
- #1">