Obligation Energy Transfer L.P 6% ( US29278NAE31 ) en USD

Energy Transfer L.P

98.98 % ▲

Etats-unis

US29278NAE31 ( en USD )

6% par an ( paiement semestriel )

14/06/2048 ( La date du prochain call est le 15/12/2047 )

Prospectus brochure de l'obligation Energy Transfer L.P US29278NAE31 en USD 6%, échéance 14/06/2048

2 000 USD

1 000 000 000 USD

29278NAE3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/06/2024 ( Dans 57 jours )

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29278NAE31, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2048

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29278NAE31, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer L.P ( Etats-unis ) , en USD, avec le code ISIN US29278NAE31, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
4.200% Senior Notes Due 2023

$500,000,000

$62,250
4.950% Senior Notes Due 2028

$1,000,000,000
$124,500
5.800% Senior Notes Due 2038

$500,000,000

$62,250
6.000% Senior Notes Due 2048

$1,000,000,000
$124,500
Total

$3,000,000,000
$373,500

(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

Prospectus Supplement
(To prospectus dated November 8, 2017)

Energy Transfer Partners, L.P.
$500,000,000 4.200% Senior Notes due 2023
$1,000,000,000 4.950% Senior Notes due 2028
$500,000,000 5.800% Senior Notes due 2038
$1,000,000,000 6.000% Senior Notes due 2048
We are offering $3,000,000,000 aggregate principal amount of notes of the following series: $500,000,000 aggregate principal amount of our 4.200%
Senior Notes due 2023 (the "2023 notes"), $1,000,000,000 aggregate principal amount of our 4.950% Senior Notes due 2028 (the "2028 notes"), $500,000,000
aggregate principal amount of our 5.800% Senior Notes due 2038 (the "2038 notes"), and $1,000,000,000 aggregate principal amount of our 6.000% Senior
Notes due 2048 (the "2048 notes"). We refer to the 2023 notes, the 2028 notes, the 2038 notes and the 2048 notes, collectively, as the "notes".
Interest on each series of notes will accrue from June 8, 2018 and will be payable semi-annually for the 2023 notes on March 15 and September 15 of
each year, beginning on September 15, 2018, and for the 2028 notes, 2038 notes and 2048 notes on June 15 and December 15 of each year, beginning on
December 15, 2018. The 2023 notes will mature on September 15, 2023, the 2028 notes will mature on June 15, 2028, the 2038 notes will mature on June 15,
2038, and the 2048 notes will mature on June 15, 2048.
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 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.
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.
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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.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-6 of this prospectus
supplement and on page 7 of the accompanying prospectus.

Per 2023
Total 2023
Per 2028
Total 2028
Per 2038
Total 2038
Per 2048
Total 2048

Note
Notes

Note
Notes

Note
Notes

Note
Notes

Public offering price (1)
99.926% $499,630,000 99.819% $998,190,000 99.647% $498,235,000 98.900% $989,000,000
Underwriting discount

0.600% $
3,000,000
0.650% $
6,500,000
0.750% $
3,750,000
0.875% $
8,750,000
Proceeds to Energy Transfer Partners, L.P. (before
expenses)
99.326% $496,630,000 99.169% $991,690,000 98.897% $494,485,000 98.025% $980,250,000

(1) Plus accrued interest from June 8, 2018, 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 June 8, 2018.

Joint Book-Running Managers
Mizuho Securities

MUFG

SMBC Nikko

TD Securities
BBVA

Credit Agricole CIB

Deutsche Bank Securities

Goldman Sachs & Co. LLC
Natixis

PNC Capital Markets LLC

Scotiabank

SunTrust Robinson Humphrey
Co-Managers

CIBC Capital Markets

Fifth Third Securities

HSBC

US Bancorp
The date of this prospectus supplement is June 5, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
RATIO OF EARNINGS TO FIXED CHARGES
S-9
CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-11
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-27
UNDERWRITING
S-32
LEGAL
S-38
EXPERTS
S-38
WHERE YOU CAN FIND MORE INFORMATION
S-38
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INCORPORATION BY REFERENCE
S-39
Prospectus dated November 8, 2017

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
EXPERTS
70

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We expect that delivery of the notes will be made to investors on or about June 8, 2018, which will be the third business day following the
date hereof (such settlement being referred to as "T+3"). 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 the delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+3, 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.

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FORWARD-LOOKING STATEMENTS
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;

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

· changes in the supply of, or demand for crude oil, natural gas, natural gas liquids ("NGLs") and refined products that impact demand

for our services;

· energy prices generally;

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

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

· actions taken by foreign oil and gas producing nations;

· the political and economic stability of petroleum producing nations;

· global and domestic economic repercussions, including disruptions in the crude oil, natural gas, NGLs and refined products markets,

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

· the effect of weather conditions on demand for crude 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;

· improvements in energy efficiency and development of technology resulting in decreased demand for natural gas or refined petroleum

products;

· governmental regulation and taxation;

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· changes to, and the application of, federal or state regulation of our tariff rates and operational requirements related to our assets;

· changes in the level of operating expenses and hazards related to operating our 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;

· competition encountered by our pipelines, terminals and other operations;

· 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, including the use of derivative financial instruments to hedge commodity

risks, and the ability of our liquids marketing counterparties to satisfy their financial commitments;

· the nonpayment or non-performance by or disputes with our customers, suppliers or other business partners;

· 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 and other facilities;

· risks associated with the construction of new facilities or additions to our existing facilities, including difficulties in obtaining permits

and rights-of-way or other regulatory approvals and the performance by third-party contractors;

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

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· risks related to labor relations and workplace safety;

· 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 Equity, L.P.'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;

· our ability to manage growth and control costs;

· 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 results. We undertake
no obligation to update publicly any forward-looking statement, whether as a result of new information or future events.

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Table of Contents
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-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 "we," "us," "our" and similar terms mean
Energy Transfer Partners, L.P., together with our operating subsidiaries. References to "Sunoco Logistics" or the "guarantor" refer to
Sunoco Logistics Partners Operations L.P.
Energy Transfer Partners, L.P.
We are one of the largest publicly traded master limited partnerships in the United States in terms of equity market capitalization
(approximately $22.4 billion as of June 1, 2018). 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 Energy Transfer Equity, L.P., another publicly traded
master limited partnership. 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.
Recent Developments
Disposition of CDM Business
On April 2, 2018, we and certain of our affiliates completed our contribution to USA Compression Partners, LP ("USAC") of all of the
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issued and outstanding membership interests of CDM Resource Management LLC and CDM Environmental & Technical Services LLC, in
exchange for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 common units representing limited partner
interests in USAC ("USAC Common Units"), (ii) 6,397,965 Class B units representing limited partner interests in USAC ("USAC Class B
Units") and (iii) $1.232 billion in cash (the "CDM Contribution"). The USAC Class B Units issued to us will not pay quarterly cash
distributions for the first four quarters following closing and will convert into USAC Common Units on a one-for-one basis after such time.
As of the closing of the CDM Contribution, we owned approximately 21.4% of the outstanding USAC Common Units. We used the cash
proceeds from the CDM Contribution to repay amounts outstanding under our revolving credit facility.
Series C Preferred Units Offering
On April 25, 2018, we issued 18 million of our newly-issued 7.375% Series C Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Units representing limited partner interests in us (the "Series C Preferred Units") in an underwritten public offering (the
"Preferred Unit Offering") at a price to the public of $25.00 per unit for $450 million in total proceeds. We used the net proceeds from the
offering to repay amounts outstanding under our revolving credit facility and for general partnership purposes.

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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 prospectus.
Our Ownership, Structure and Management
The following chart depicts our ownership as of May 31, 2018.

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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 prospectus. For a
more detailed description of the notes, please read the section entitled "Description of Notes" in this prospectus supplement and the section
entitled "Description of the Debt Securities" in the accompanying prospectus.

Issuer
Energy Transfer Partners, L.P.

Notes Offered
We are offering $3,000,000,000 aggregate principal amount of notes of the following
series:

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· $500,000,000 4.200% Senior Notes due 2023;

· $1,000,000,000 4.950% Senior Notes due 2028;

· $500,000,000 5.800% Senior Notes due 2038; and

· $1,000,000,000 6.000% Senior Notes due 2048.

Maturity Date
Unless redeemed prior to maturity as described below, the 2023 notes will mature on
September 15, 2023, the 2028 notes will mature on June 15, 2028, the 2038 notes will
mature on June 15, 2038, and the 2048 notes will mature on June 15, 2048.

Interest Rate
Interest on the 2023 notes will accrue at the per annum rate of 4.200%, interest on the
2028 notes will accrue at the per annum rate of 4.950%, interest on the 2038 notes will
accrue at the per annum rate of 5.800%, and interest on the 2048 notes will accrue at the
per annum rate of 6.000%.

Interest Payment Dates
Interest on each series of notes will accrue from, and including, the issue date thereof
and be payable semi-annually for the 2023 notes on March 15 and September 15 of each
year, beginning on September 15, 2018, and for the 2028 notes, 2038 notes and 2048
notes on June 15 and December 15 of each year, beginning on December 15, 2018.

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 2023 notes prior to the date that is one
month prior to the maturity date of the 2023 notes, redeem the 2028 notes prior to the
date that is three months prior to the maturity date of the 2028 notes or redeem the 2038
notes or the 2048 notes prior to the date that is six months prior to the maturity date of
the 2038 notes or the 2048 notes, as applicable (each such date, with respect to the
applicable series of the notes, the "Par Call Date"), we will pay an amount equal to the
greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on
the notes that would be due if the notes of the applicable series matured on the
applicable Par Call Date, plus a

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make-whole premium. If we elect to redeem a series of notes on or after the applicable
Par Call Date, we will pay an amount equal to 100% of the principal amount of the

notes to be redeemed. We will pay accrued and unpaid interest, if any, on the 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 outstanding senior notes, and senior in right of payment
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to any subordinated debt that we may incur. As of March 31, 2018, after giving effect to
the consummation of the CDM Contribution and the use of the cash consideration
therefrom as set forth under "--Recent Developments," the Preferred Unit Offering and
the application of the net proceeds as set forth under "--Recent Developments" and this
offering and the application of the net proceeds as set forth under "Use of Proceeds," we
would have total senior debt of $28.7 billion, including the notes offered hereby, and we
would have been able to incur an additional $4.8 billion of debt under our revolving
credit facility.
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 guarantees of debt
under our revolving credit facility and our senior notes, and senior in right of payment to
any subordinated debt the guarantor may incur. 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,
among other things, to:

· 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."

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Use of Proceeds
We expect to receive net proceeds of approximately $2.96 billion after deducting the
underwriting discounts and estimated offering expenses. We anticipate using a portion
of the net proceeds of this notes offering to repay in full our 2.50% senior notes due
June 15, 2018 and 6.70% senior notes due July 1, 2018 and our subsidiary's 7.00%
senior notes due June 15, 2018, to repay borrowings under our revolving credit facility
and for general partnership purposes.

Affiliates of each of the underwriters participating in this offering are lenders under our
revolving credit facility and, accordingly, will receive a portion of the net proceeds of

this offering through our repayment of borrowings under such facility. 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.

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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 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 quarter ended March 31, 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.
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 as well as
structurally subordinated to any debt of our non-guarantor subsidiaries, 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 our secured debt.
Each series of notes and the guarantee thereof will be general unsecured senior obligations of us and the guarantor, respectively, 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. 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 March 31, 2018, our
subsidiaries (other than Sunoco Logistics) had an aggregate of $3.93 billion of indebtedness outstanding.
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.
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, 100% of our available cash to our unitholders of record within 45
days following the end of every quarter. 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.

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A court may use fraudulent conveyance considerations to avoid or subordinate the Sunoco Logistics guarantees.
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
https://www.sec.gov/Archives/edgar/data/1161154/000119312518186749/d588821d424b5.htm[6/7/2018 4:16:10 PM]

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