90 days of consummation of the transaction, the indentures governing the notes requires the Issuers to make an offer to repurchase the notes at 101% of the principal amount thereof, plus
accrued and unpaid interest (and liquidated damages, if any) to, but not including, the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of
control to make the required repurchase of the notes. In addition, restrictions under our credit agreements may not allow us to make a repurchase of the notes upon a change of control. If we could not refinance the revolving credit facility and term
loan or otherwise obtain a waiver from the lenders thereunder, we would be prohibited from repurchasing the notes, which would constitute an event of default under the indentures. Because the definition of change of control under our credit
agreements will differ from that under the indentures that govern the notes, there may be a change of control and resulting default under our credit agreements at a time when no change of control has occurred under the indentures. Please read
Description of the Exchange NotesRepurchase at the Option of HoldersChange of Control.
ETP Retail has limited obligations
with respect to its contingent guarantee of the 2023 notes and the 2021 notes.
In connection with the acquisition of a 31.58%
membership interest in Sunoco, LLC in April 2015 and the Acquisition in 2016, ETP Retail provided a limited contingent guarantee of our obligation to pay the principal on the 2023 notes and the 2021 notes, respectively. Under the ETP Retail
contingent guarantees, ETP Retail has the obligation to make principal payments with respect to the 2023 notes and the 2021 notes once all remedies, including in the context of bankruptcy proceedings, have first been fully exhausted against us with
respect to such payment obligation, and holders of the 2023 notes or the 2021 notes are still owed amounts in respect of the principal of the 2023 notes or the 2021 notes. Two other subsidiaries of ETP, Sunoco R&M and Atlantic Refining, entered
into separate support agreements with ETP Retail and us, pursuant to which they agreed to provide contingent residual support to ETP Retail with respect to ETP Retails obligations under the ETP Retail contingent guarantees subject to specified
liability caps that aggregate, in the case of the 2023 notes, to the principal amount of the 2023 notes, and in the case of the 2021 notes, to a cap equal to 90.4% (in the case of Sunoco R&M) and 9.6% (in the case of Atlantic Refining) of the
principal amount of the 2021 notes and the term loan facility. ETP Retail is not subject to any of the covenants under the indentures governing the 2023 notes and the 2021 notes.
Risks Related to ETP Retail
investment in us may be impacted by additional issuances of common units.
As of June 30, 2016, ETP Retail directly owned
6,506,404 of our common units. Additionally, ETC M-A Acquisition, in which ETP Retail owns a 99% membership interest, directly owns 3,983,540 of our common units. Our partnership agreement allows the issuance of an unlimited number of additional
limited partner interests. The issuance of additional common units or other equity securities by Sunoco may have the following adverse effects on ETP Retails investment in Sunoco:
||ETP Retails proportionate ownership interest in us will decrease; |
||the amount of cash available for distribution by us on each common unit or partnership security may decrease; |
||the ratio of taxable income to distributions may increase; |
||ETP Retails relative voting strength may be diminished; and |
||the market price of our common units may decline. |
The payment of distributions on any
additional equity securities issued by us increase the risk that we may not have sufficient cash available to maintain or increase our per unit distribution level, which in turn may impact the amount of cash distributions that ETP Retail receives.