Sunoco 2015 Annual Report Download - page 140

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
For a discussion of director independence, see Item 10. "Directors, Executive Officers and Corporate Governance."
Our general partner, Sunoco Partners LLC, manages our operations and activities. The membership interests in our
general partner are owned 99.9 percent by Energy Transfer Partners, L.P. ("ETP") and 0.1 percent by ETE Common Holdings,
LLC ("ETE Holdings"). ETE Holdings is a wholly-owned subsidiary of Energy Transfer Equity, L.P. and an affiliate of ETP.
As of February 25, 2016, ETP, the controlling owner of our general partner, owns a 28.2 percent partnership interest in us,
which includes a 1.5 percent general partner interest (through its controlled subsidiary Sunoco Partners LLC), 67.1 million
common units, representing a 23.4 percent limited partner interest in us, and 9.4 million Class B units, representing a 3.3
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.
We have various operating and administrative agreements with ETP and its affiliates, including agreements for
administrative services, agreements to supply crude oil, refined products and NGLs, agreements to provide pipeline and
terminalling services, agreements relating to the Partnership's participation in the Bayou Bridge and Bakken pipeline projects,
and agreements in connection with the acquisition of the Marcus Hook Facility. The material agreements with ETP and its
affiliates are discussed in more detail under "Management's Discussion and Analysis of Financial Condition and Results of
Operations-Agreements with Related Parties."
Concurrently with and subsequent to the closing of our 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 or been assigned, 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,
various asset acquisition agreements and other agreements. The material agreements that are still outstanding are discussed in
more detail under "Management's Discussion and Analysis of Financial Condition and Results of Operations-Agreements with
Related Parties."
Distributions and Payments to the General Partner and Its Affiliates
The following table summarizes the distributions and payments made and to be made by us to the general partner and its
affiliates in connection with our ongoing operations 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, $9 million for the year ended December 31, 2015, 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.