Sunoco 2012 Annual Report Download - page 166

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
On February 5, 2010, our general partner, Sunoco Partners LLC, completed the sale of 6.6 million common
units of the Partnership in a registered public secondary offering. As of February 28, 2013, our general partner
owns a 33.7 percent partnership interest, which includes a two percent general partner interest and 33.5 million
common units, representing a 32.3 percent limited partner interest in us. The general partner’s ability to manage
and operate us effectively gives the general partner the ability to control us.
On October 5, 2012, Sunoco, Inc. (“Sunoco”) was acquired by Energy Transfer Partners, L.P. (“ETP”).
Prior to this transaction, Sunoco (through its wholly-owned subsidiary Sunoco Partners LLC) served as the
Partnership’s general partner and owned a two percent general partner interest, all of the Partnership’s incentive
distribution rights and a 32.4 percent limited partner interest in the Partnership. In connection with the
acquisition, Sunoco’s interests in the general partner and limited partnership were contributed to ETP, resulting
in a change of control of the Partnership’s general partner. As a result, the Partnership became a consolidated
subsidiary of ETP on the acquisition date.
Distribution and Payments to the General Partner and Its Affiliates
The following table summarizes the distribution and payments made and to be made us to the general
partner and its affiliates in connection with the ongoing operation and in the case of liquidation. These
distributions and payments were determined by and among affiliated entities and, consequently, are not the result
of arm’s-length negotiations.
Operational Stage
Payments to the general partner and its
affiliates
We paid the general partner an administrative fee, $18 million for the
year ended December 31, 2012, for the provision of various general
and administrative services for our benefit. In addition, the general
partner is entitled to reimbursement for all expenses it incurs on our
behalf, including other general and administrative expenses. These
reimbursable expenses include the salaries and the cost of employee
benefits of employees of the general partner who provide services to
us. The general partner has sole discretion in determining the amount
of these expenses.
Removal or withdrawal of the general
partner
If our general partner withdraws or is removed, its general partner
interest and its incentive distribution rights will either be sold to the
new general partner for cash or converted into common units, in each
case for an amount equal to the fair market value of those interests as
provided in the Partnership Agreement.
Liquidation Stage
Liquidation Upon liquidation, the partners, including our general partner, will be
entitled to receive liquidating distributions according to their
particular capital account balances.
Concurrently with and subsequent to the closing of the February 2002 IPO, we entered into several
agreements with Sunoco, Inc. (R&M), and/or one or more of its affiliates. Some of these agreements have
expired, been assigned and been extended or replaced. These agreements include the Omnibus Agreement, the
Pipelines and Terminals Storage and Throughput Agreement, the Interrefinery Lease Agreement, an intellectual
property license agreement, certain crude oil purchase and sale agreements, a treasury services agreement,
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