Filed Pursuant to Rule 433 of the Securities Act
Registration No. 333-206301
333-206301-01
September 19, 2017
Final Pricing Terms
Sunoco Logistics Partners Operations L.P.
$750,000,000 4.000% Senior Notes Due 2027
$1,500,000,000 5.400% Senior Notes Due 2047
| Issuer: | Sunoco Logistics Partners Operations L.P. | |||
| Guarantor: | Energy Transfer Partners, L.P. | |||
| Ratings (Moody’s / S&P / Fitch)*: | Baa3/BBB-/BBB- | |||
| Security Type: | Senior Unsecured Notes | |||
| Form: | SEC Registered | |||
| Pricing Date: | September 19, 2017 | |||
| Settlement Date: | September 21, 2017 (T+2) | |||
| Net Proceeds (before offering expenses): | $2,223,210,000 | |||
| 4.000% Notes due 2027 | 5.400% Notes due 2047 | |||
| Principal Amount: | $750,000,000 | $1,500,000,000 | ||
| Maturity Date: | October 1, 2027 | October 1, 2047 | ||
| Interest Payment Dates: | April 1 and October 1, beginning April 1, 2018 | April 1 and October 1, beginning April 1, 2018 | ||
| Benchmark Treasury: | 2.250% due August 15, 2027 | 3.000% due May 15, 2047 | ||
| Benchmark Treasury Price / Yield: | 100-01 / 2.246% | 103-23+ / 2.813% | ||
| Spread to Benchmark: | +185 bps | +260 bps | ||
| Yield to Maturity: | 4.096% | 5.413% | ||
| Coupon: | 4.000% | 5.400% | ||
| Public Offering Price: | 99.216% of the Principal Amount | 99.806% of the Principal Amount | ||
| Make Whole Call: | T+30 bps | T+40 bps | ||
| Call at Par: | On or after July 1, 2027 | On or after April 1, 2047 | ||
| CUSIP / ISIN: | 86765B AU3 / US86765BAU35 | 86765B AV1 / US86765BAV18 | ||
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. PNC Capital
Markets LLC BBVA Securities Inc. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. SunTrust Robinson Humphrey, Inc. |
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| Co-Managers: | CIBC World Markets Corp. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. |
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| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Additional Information
The issuer has filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the prospectus supplement for this offering, the base prospectus in that registration statement and other documents the issuer (including its parent, Energy Transfer Partners, L.P.) has filed with the SEC for more complete information about the issuer (including its parent, Energy Transfer Partners, L.P.) and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, you may obtain a copy of the prospectus supplement if you request it by calling Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, PNC Capital Markets LLC toll-free at 1-855-881-0697, U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.