Energy Transfer 2013 Annual Report Download - page 34

Table of Contents
We may sell additional limited partner interests, diluting existing interests of Unitholders.
Our partnership agreement allows us to issue an unlimited number of additional limited partner interests, including securities senior to the Common Units,
without the approval of our Unitholders. The issuance of additional Common Units or other equity securities will have the following effects:
•the current proportionate ownership interest of our Unitholders in us will decrease;
•the amount of cash available for distribution on each Common Unit or partnership security may decrease;
•the ratio of taxable income to distributions may increase;
•the relative voting strength of each previously outstanding Common Unit may be diminished; and
•the market price of the Common Units or partnership securities may decline.
Sunoco Logistics may issue additional common units, which may increase the risk that Sunoco Logistics will not have sufficient available cash to
maintain or increase its per unit distribution level.
Sunoco Logistics’ partnership agreement allows it to issue an unlimited number of additional limited partner interests. The issuance of additional common
units or other equity securities by Sunoco Logistics will have the following effects:
•Unitholders’ current proportionate ownership interest in Sunoco Logistics, as applicable, will decrease;
•the amount of cash available for distribution on each common unit or partnership security may decrease;
•the ratio of taxable income to distributions may increase;
•the relative voting strength of each previously outstanding common unit may be diminished; and
•the market price of Sunoco Logistics common units may decline.
The payment of distributions on any additional units issued by Sunoco Logistics may increase the risk that Sunoco Logistics may not have sufficient cash
available to maintain or increase its per unit distribution level, which in turn may impact the available cash that we have to meet our obligations.
Future sales of our units or other limited partner interests in the public market could reduce the market price of Unitholders’ limited partner
interests.
As of December 31, 2013, ETE owned 49.6 million ETP Common Units. If ETE were to sell and/or distribute its Common Units to the holders of its equity
interests in the future, those holders may dispose of some or all of these units. The sale or disposition of a substantial portion of these units in the public
markets could reduce the market price of our outstanding Common Units.
In August 2012, we filed a registration statement to register the sale of 12 million ETP Common Units held by ETE, which allows ETE to offer and sell these
ETP Common Units from time to time in one or more public offerings, direct placements or by other means.
Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business.
Under Delaware law, a unitholder could be held liable for our obligations to the same extent as a general partner if a court determined that the right of
unitholders to remove our general partner or to take other action under our partnership agreement constituted participation in the “control” of our business.
Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for those contractual
obligations that are expressly made without recourse to our general partner. Our partnership agreement allows the general partner to incur obligations on our
behalf that are expressly non-recourse to the general partner. The general partner has entered into such limited recourse obligations in most instances involving
payment liability and intends to do so in the future.
In addition, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that under some circumstances, a unitholder may be liable to
us for the amount of a distribution for a period of three years from the date of the distribution.
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