Sunoco Logistics Partners LP--Form 8-K






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 14, 2007


(Exact name of registrant as specified in its charter)


Delaware   1-31219   23-3096839

(State or other jurisdiction of


  (Commission file number)  

(IRS employer identification



1735 Market Street, Suite LL, Philadelphia, PA   19103-7583
(Address of principal executive offices)   (Zip Code)

(215) 977-3000

(Registrant’s telephone number, including area code)


(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 7.01. Regulation FD Disclosure.

On September 12, 2007, Sunoco Logistics Partners L.P. (the “Partnership”) issued a press release announcing that its wholly owned affiliate, Sunoco Pipeline L.P., will commence an Open Season to solicit firm commitments from prospective shippers on a new crude oil pipeline, to be constructed from the Company’s Nederland, Texas Terminal to refining centers in Lake Charles, Louisiana. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, being furnished pursuant to Item 7.01 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.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1.    Press release dated September 12, 2007.

Safe Harbor 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. Actual results could differ materially from those projected in such forward-looking statements. Factors that could affect such results include those mentioned in the exhibits to this report, and in documents that the Partnership has filed with the Securities and Exchange Commission.


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 Partners LLC,

    its General Partner

  By:   /s/ DANIEL D. LEWIS

Daniel D. Lewis


September 14, 2007

Philadelphia, PA



Exhibit No.   


99.1    Sunoco Logistics Partners L.P. Press Release dated September 12, 2007


Press Release



LOGO   News Release
  Sunoco Logistics Partners L.P.
  1735 Market Street
  Philadelphia, PA 19103-1699
For further information contact:   For release: 4:15 p.m., September 12, 2007
Jerry Davis (media) 215-977-6298  
Neal Murphy (investors) 215-977-6322  

No. 14



PHILADELPHIA, September 12, 2007 – Sunoco Logistics Partners L.P. (NYSE: SXL) announced today that its wholly-owned affiliate, Sunoco Pipeline L.P., will commence an Open Season for the new Lake Charles Pipeline. The Lake Charles Pipeline will be a crude oil pipeline from Sunoco Logistics’ Nederland, Texas Terminal to refining centers in Lake Charles, Louisiana.

The Lake Charles Pipeline has a design base capacity of 213,400 barrels per day, with additional stand-by capacity from stand-by pump(s) of 182,600 barrels per day. Discussions with prospective shippers have prompted the Open Season to solicit firm commitments. Assuming receipt of sufficient commitments during the Open Season to proceed with construction, the Lake Charles Pipeline is expected to be online in the first quarter of 2010.

The Open Season will commence on September 13, 2007 and will end October 15, 2007. Firm capacity for 90% of the pipeline capacity and 90% of the stand-by capacity is available to shippers making long-term volume commitments during the Open Season. The remaining capacity and stand-by capacity will be available to uncommitted shippers. “Our focus continues to be on the growth of our Nederland Terminal and associated crude oil pipelines. The Lake Charles Pipeline project will expand our existing footprint to another major refining center. At the completion of the project, Sunoco Logistics will be capable of delivering crude oil to market hubs in Texas, Oklahoma and Louisiana,” said Deborah M. Fretz, President and Chief Executive Officer.

The approximate $200 million project (including associated tankage) will be financed on a long-term basis with debt and equity consistent with the Partnership’s practices.

The Notice of Open Season will be available on the Sunoco Logistics website at

More information about this Open Season is available by contacting:

Forrest R. Arp

Sunoco Pipeline L.P.

1 Fluor Daniel Drive

Sugar Land, Texas 77478


Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership formed to acquire, own and operate refined product and crude oil pipelines and terminal facilities. The Eastern Pipeline System consists of approximately 1,800 miles of primarily refined product pipelines 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 Company. The Terminal Facilities consist of 9.2 million shell barrels of refined product terminal capacity and 20.4 shell million barrels of crude oil terminal capacity (including 13.5 million shell barrels of capacity at the Texas Gulf Coast Nederland Terminal). The Western Pipeline System consists of approximately 3,700 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 and a 37.0 percent interest in the Mesa Pipe Line System. For additional information visit Sunoco Logistics’ web site at

Although Sunoco Logistics Partners L.P. (the “Partnership”) 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 release. Such risks and uncertainties include, by way of example and not of limitation: whether or not the transactions 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; changes in operating conditions and costs; changes in the level of environmental remediation spending; 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. Further, there can be no assurances that the Lake Charles Pipeline will be constructed. These and other applicable risks and uncertainties have been described more fully in the Partnership’s Form 10-Q filed with the Securities and Exchange Commission on July 31, 2007. The Partnership undertakes no obligation to update any forwardlooking statements in this release, whether as a result of new information or future events.

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