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 quarters ended March 31, 2018, June 30, 2018 and
September 30, 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
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
Each series of notes and the guarantee thereof will be our and the guarantors 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, 2018, after giving effect to
the consummation of the merger transactions and this offering and the application of the net proceeds as set forth under Use of Proceeds, our subsidiaries (other than Sunoco Logistics) would have had an aggregate of $7.9 billion of
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.