Sunoco 2012 Annual Report Download - page 30

affect the amount of cash available for distribution to our unitholders and the amount received by our
general partner in respect of its incentive distribution rights (“IDRs”);
• our general partner determines which costs incurred by ETP and its affiliates are reimbursable by us;
and
• our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates
for services rendered, or from entering into additional contractual arrangements with any of these
entities on our behalf, so long as the terms of any additional contractual arrangements are fair and
reasonable to us; and our general partner controls the enforcement of obligations owed to us by our
general partner and its affiliates.
We are a holding company. We conduct our operations through our subsidiaries and depend on cash flow
from our subsidiaries to pay distributions to our unitholders and service our debt obligations.
We are a holding company. We conduct our operations through our subsidiaries. As a result, our cash flow
and ability to pay distributions to our unitholders and to service our debt is dependent upon the earnings of our
subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments from our
subsidiaries to us. Any payment of dividends, distributions, loans or other payments from our subsidiaries to us
could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries also will be contingent
upon the profitability of our subsidiaries. If we are unable to obtain funds from our subsidiaries we may not be
able to pay distributions to our unitholders or pay interest or principal on our debt securities when due.
Our general partner may cause us to borrow funds in order to make cash distributions, even where the
purpose or effect of the borrowing benefits the general partner or its affiliates.
Our general partner is a wholly-owned subsidiary of ETP, and ETP also owns 32.3 percent of our limited
partnership interests and all of our IDRs. Our general partner may cause us to borrow funds from affiliates of
ETP or from third parties in order to pay cash distributions to our unitholders and to our general partner,
including distributions with respect to our general partner’s IDRs.
Our general partner has a limited call right that may require our unitholders to sell their common units at an
undesirable time or price.
If at any time our general partner and its affiliates own more than 80 percent of the common units, our
general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to
acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their
then-current market price. As a result, unitholders may be required to sell their common units at an undesirable
time or price, may not receive a return on the investment, and may incur a tax liability upon the sale.
We may issue additional common units without unitholder approval, which would dilute our unitholders’
ownership interests.
We may issue an unlimited number of common units or other limited partner interests, including limited
partner interests that rank senior to our common units, without the approval of our unitholders. The issuance of
additional common units, or other equity securities of equal or senior rank, will decrease the proportionate
ownership interest of existing unitholders and reduce the amount of cash available for distribution to our
common unitholders and may adversely affect the market price of our common units.
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