Sunoco Logistics Partners LP--Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: February 5, 2010

(Date of earliest event reported): February 2, 2010

 

 

SUNOCO LOGISTICS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-31219   23-3096839

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(IRS employer

identification number)

 

1818 Market Street, Suite 1500,

Philadelphia, PA

   19103-7583
(Address of principal executive offices)   (Zip Code)

(215) 977-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On February 2, 2010, Sunoco Logistics Partners L.P. (the “Partnership”), its general partner, Sunoco Partners LLC (the “Selling Unitholder”), and its wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P. (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the “Underwriters”) with respect to the offer and sale by the Selling Unitholder of up to 2,530,000 common units (which includes an option to purchase up to 330,000 additional common units to cover over-allotments) representing limited partner interests in the Partnership (the “Units”), in an underwritten public offering (the “Offering”). The Underwriters are offering the Units at an initial offering price to the public of $ 66.85 per Unit. The Units to be issued pursuant to the Underwriting Agreement were registered under the Securities Act of 1933, as amended, pursuant to an effective shelf registration statement on Form S-3 (File No. 133-155644), as amended by Post-Effective Amendment No.1 thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

The closing of the Offering is expected to occur on February 5, 2010.

In addition, the Partnership issued a press release on February 2, 2010 announcing the pricing of the Units. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

   

Exhibit

  1.1    Underwriting Agreement dated as of February 2, 2010 by and among Sunoco Partners LLC, Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P., and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC.
  5.1    Opinion of Vinson & Elkins L.L.P.
  8.1    Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1    Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)
99.1    Press release dated February 2, 2010.

Forward-Looking Statement

Statements contained in the exhibits to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. The Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SUNOCO LOGISTICS PARTNERS LP.
By:  

Sunoco Partners LLC,
its General Partner

  By:   /s/    NEAL E. MURPHY        
       

Neal E. Murphy

Vice President and Chief Financial Officer

February 5, 2010

Philadelphia, PA

EXHIBIT INDEX

 

Exhibit No.

   

Exhibit

  1.1    Underwriting Agreement dated as of February 2, 2010 by and among Sunoco Partners LLC, Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners L.P., and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC.
  5.1    Opinion of Vinson & Elkins L.L.P.
  8.1    Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1    Consent of Vinson & Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto)
99.1    Press release dated February 2, 2010.