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: June 29, 2010

(Date of earliest event reported): June 25, 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				19103-3615
(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))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On June 25, 2010, Butane Acquisition I LLC, a Delaware limited liability company (“Buyer”) and wholly-owned indirect subsidiary of Sunoco Logistics Partners L.P. (the “Partnership”) entered into a definitive Asset and Membership Interest Purchase and Sale Agreement (the “Purchase Agreement”) with Texon Distributing L.P. (“Texon”) to acquire Texon’s butane blending business for approximately $140 million plus inventory. The business includes certain intellectual property, customer contracts, butane inventories and related assets. The acquired intellectual property includes patents and associated software and other intellectual property rights relating to butane blending technology.

The Purchase Agreement contains representations and warranties, covenants, indemnifications, and closing conditions that are customary for a transaction of this type.

The transaction has received early termination of the Hart-Scott-Rodino waiting period and is expected to close in the early third quarter 2010.

This acquisition is expected to be funded with $100 million debt financing from Sunoco, Inc. under a three-year note at an interest rate of three-month LIBOR plus 275 basis points per annum, with the remainder funded under the Partnership’s revolving credit facility.

The description of the Purchase Agreement herein is qualified in its entirety by the document itself, which will be filed as an exhibit to the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

 

Item 7.01

Regulation FD Disclosure.

On June 28, 2010, the Partnership issued a press release announcing the signing of the Purchase Agreement. Additional information concerning the transaction was presented to investors in a teleconference call on June 29, 2010. A copy of the press release is attached as Exhibit 99.1, a copy of the slide presentation is attached as Exhibit 99.2, and both are incorporated herein by reference.

The information in this report, being furnished pursuant to Items 7.01 and 9.01 related thereto, of Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Exhibit
99.1		Press release dated June 28, 2010.
99.2		Slide presentation given June 29, 2010 during investor teleconference.

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.

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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.

 

June 29, 2010

Philadelphia, PA

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EXHIBIT INDEX

 

Exhibit No.		Exhibit
99.1		Press release dated June 28, 2010.
99.2		Slide presentation given June 29, 2010 during investor teleconference.

Exhibit 99.1

 

		News Release
		Sunoco Logistics Partners L.P.
		1818 Market Street Philadelphia, PA 19103-3615
For further information contact:
Thomas Golembeski (media) 215-977-6298		For release: 5:00 p.m. June 28, 2010
Peter Gvazdauskas (investors) 215-977-6322

No. 15

SUNOCO LOGISTICS PARTNERS L.P. ACQUIRES TEXON’S BUTANE BLENDING

BUSINESS

PHILADELPHIA, June 28, 2010 - Sunoco Logistics Partners L.P. (NYSE: SXL) today announced that it has signed a definitive agreement to acquire a butane blending business from Texon L.P. for $140 million plus inventory. The Partnership expects to fund the acquisition with a $100 million loan from Sunoco, Inc. and borrowings under its revolving credit facility. The transaction is expected to close July 1 and will be immediately accretive.

The business consists of patented technology for sophisticated blending of butane into gasoline, contracts with several large terminal operators currently utilizing the patented technology, butane inventories, and other related assets.

“The addition of the Texon butane blending business will be strategically important to us with the future growth of terminal fuel blending services,” said Lynn L. Elsenhans, Chairman of Sunoco Partners LLC, the Partnership’s general partner. “And it adds attractive immediate and long term accretion for our unitholders.”

Deborah M. Fretz, President and Chief Executive Officer said, “Texon’s proven patented technology for butane blending into gasoline, which Sunoco Logistics has successfully utilized at its terminals, provides terminal operators the opportunity to blend butane into gasoline meeting stringent product quality specifications.”

A conference call will be held on Tuesday, June 29, 2010 at 9:00 a.m. EDT to discuss the transaction. Those wishing to listen can access the call by dialing (USA toll free) 1-888-889-4955; International (USA toll) 1-312-470-0130 and request “Sunoco Logistics Partners’ Conference Call, Passcode: Sunoco Logistics”. This event and supporting slides may also be accessed by a webcast, which will be available at www.sunocologistics.com.

Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership formed to acquire, own and operate refined products and crude oil pipelines and terminal facilities. The Refined Products Pipeline System consists of approximately 2,200 miles of refined products pipelines located in the northeast, midwest and southwest United States and interests in four refined products pipelines, consisting of a 9.4 percent interest in Explorer Pipeline Company, a 31.5 percent interest in Wolverine Pipe Line Company, a 12.3 percent interest in West Shore Pipe Line Company and a 14.0 percent interest in Yellowstone Pipe Line

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Company. The Terminal Facilities consist of approximately 10 million shell barrels of refined products terminal capacity and approximately 23 million shell barrels of crude oil terminal capacity (including approximately 20 million shell barrels of capacity at the Texas Gulf Coast Nederland Terminal). The Crude Oil Pipeline System consists of approximately 3,850 miles of crude oil pipelines, located principally in Oklahoma and Texas, a 55.3 percent interest in Mid-Valley Pipeline Company and a 43.8 percent interest in the West Texas Gulf Pipe Line Company.

Portions of this document constitute forward-looking statements as defined by federal law. Although Sunoco Logistics Partners L.P. believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect the Partnership’s business prospects and performance causing actual results to differ from those discussed in the foregoing news release. Such risks and uncertainties include, by way of example and not of limitation: whether or not the transaction described in the foregoing news release will be cash flow accretive; increased competition; changes in demand for crude oil and refined products that we store and distribute; potential equipment malfunction; potential labor issues; the legislative or regulatory environment; plant construction/repair delays; nonperformance by major customers or suppliers; and political and economic conditions, including the impact of potential terrorist acts and international hostilities. These and other applicable risks and uncertainties have been described more fully in the Partnership’s Form 10-K filed with the Securities and Exchange Commission on February 23, 2010. The Partnership undertakes no obligation to update any forward-looking statements in this release, whether as a result of new information or future events.

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