SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) Files An 8-K Regulation FD Disclosure

SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) Files An 8-K Regulation FD Disclosure

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Regulation FD Disclosure.

On March24, 2017, Sunoco Logistics Partners L.P. (SXL) and Energy
Transfer Partners, L.P. (ETP) issued a press release announcing
that SXLs Registration Statement on Form S-4 has been declared
effective by the Securities and Exchange Commission (SEC) and
that ETP has filed a definitive proxy statement with the SEC for
the special meeting of its unitholders to vote on the previously
announced merger transaction between SXL and ETP. The press
release also announced that the special meeting of ETP
unitholders will be held on April26, 2017, at 10:00 a.m. local
time, at Hilton Dallas Park Cities Hotel, 5954 Luther Lane,
Dallas, Texas 75225, Miramar Conference Room.

In accordance with General Instruction B.2 of Form 8-K, the
information furnished to Item7.01 and the press release attached
hereto as Exhibit 99.1 relating to this Item7.01 shall not be
deemed to be filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

Item8.01 Other Events

To the extent required, the information included in Item 7.01 of
this Form 8-K is incorporated into this Item 8.01.

Cautionary Statement Regarding Forward-Looking

This report includes forward-looking statements. Forward-looking
statements are identified as any statement that does not relate
strictly to historical or current facts. Statements using words
such as anticipate, believe, intend, project, plan, expect,
continue, estimate, goal, forecast, may or similar expressions
help identify forward-looking statements. SXL and ETP cannot give
any assurance that expectations and projections about future
events will prove to be correct. Forward-looking statements are
subject to a variety of risks, uncertainties and assumptions.
These risks and uncertainties include the risks that the proposed
transaction may not be consummated or the benefits contemplated
therefrom may not be realized. Additional risks include: the
ability to obtain requisite regulatory and unitholder approval
and the satisfaction of the other conditions to the consummation
of the proposed transaction, the ability of SXL to successfully
integrate ETPs operations and employees and realize anticipated
synergies and cost savings, the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers,
competitors and credit rating agencies, the ability to achieve
revenue, DCF and EBITDA growth, and volatility in the price of
oil, natural gas, and natural gas liquids. Actual results and
outcomes may differ materially from those expressed in such
forward-looking statements. These and other risks and
uncertainties are discussed in more detail in filings made by SXL
and ETP with the SEC, which are available to the public. SXL and
ETP undertake no obligation to update publicly or to revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.

Additional Information and Where to Find It

SXL has filed with the SEC a registration statement on Form S-4,
which includes a proxy statement of ETP that also constitutes a
prospectus of SXL (the Proxy Statement/Prospectus). The
registration statement on Form S-4 was declared effective by the
SEC on March24, 2017, and the definitive Proxy
Statement/Prospectus will be delivered to ETP common unitholders
of record as of February27, 2017. SECURITY HOLDERS ARE URGED TO
AVAILABLE. These documents (when they become available), and any
other documents filed by SXL or ETP with the SEC, may be obtained
free of charge at the SECs website, at In addition,
the definitive Proxy Statement/Prospectus and other documents
filed with the SEC are available free of charge on ETPs website
at within the Investor Relations section,
and investors and security holders will be able to obtain free
copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by
contacting the investor relations department of SXL or ETP at the


Sunoco Logistics Partners L.P. Energy Transfer Partners, L.P.
3807 West Chester Pike 811 Westchester Drive, Suite 600
Newtown Square, PA Dallas, TX 75225
Attention: Investor Relations Attention: Investor Relations
Phone: 215-977-6322 Phone: 214-981-0795

Participants in the Solicitation

SXL, ETP and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
in connection with the proposed merger. Information regarding the
directors and executive officers of SXL is contained in SXLs Form
10-K for the year ended December31, 2016, which was filed with
the SEC on February24, 2017. Information regarding the directors
and executive officers of ETP is contained in ETPs Form 10-K for
the year ended December31, 2016, which was filed with the SEC on
February24, 2017. Additional information regarding the interests
of participants in the solicitation of proxies in connection with
the proposed merger will be included in the proxy

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Description

99.1 Press Release dated March 24, 2017



Sunoco Logistics Partners L.P. owns and operates a logistics business. The Company is engaged in the transport, terminalling and storage of crude oil, refined products and natural gas liquids (NGLs). The Company’s segments include Crude Oil, Natural Gas Liquids and Refined Products. In addition to logistics services, it also owns acquisition and marketing assets, which are used to facilitate the purchase and sale of crude oil, refined products and NGLs. The Crude Oil segment provides transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. The Natural Gas Liquids segment transports, stores, and executes acquisition and marketing activities. The Refined Products segment provides transportation and terminalling services, using approximately 1,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals.


SUNOCO LOGISTICS PARTNERS L.P. (NYSE:SXL) closed its last trading session up +0.27 at 24.01 with 1,390,596 shares trading hands.

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