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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 8,
2005 (August 4,
2005)
SUNOCO LOGISTICS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-31219
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23-3096839 |
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(State or other
jurisdiction of
incorporation)
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(Commission
file number)
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(IRS employer
identification
number) |
1735 Market Street, Philadelphia, PA 19103-7583
(Address of principal executive offices) (Zip Code)
(215) 977-3000
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 4, 2005, Sunoco Logistics Partners L.P., a Delaware limited partnership (the
“Partnership”), entered into an underwriting agreement, attached as Exhibit 1.1 hereto, with the
underwriters named therein with respect to the issue and sale by the Partnership of up to 1,725,000
common units (including an option to purchase up to 225,000 additional common units to cover
over-allotments) representing limited partner interests in the Partnership (the “Units”) in an
underwritten public offering (the “Offering”). The Units sold in the Offering were registered under
the Securities Act of 1933, as amended, pursuant to the Partnership’s shelf registration statement
on Form S-3 (File No. 333-103710). The closing of the Offering is expected to occur on August 10,
2005.
In addition, the Partnership issued a press release on August 5, 2005, announcing the pricing
of the Units. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
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1.1 |
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Underwriting Agreement dated as of August 4, 2005 by and among
the Partnership, Sunoco Partners LLC and Lehman Brothers Inc., as representative
of the several underwriters named therein. |
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5.1 |
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Opinion of Vinson & Elkins L.L.P. |
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8.1 |
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Opinion of Vinson & Elkins L.L.P. relating to tax matters. |
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23.1 |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto). |
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23.2 |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1
hereto) |
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99.1 |
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Sunoco Logistics Partners L.P. Press Release dated August 5, 2005 |
Forward-Looking Statements
Statements contained in this report, or the exhibits thereto, that state the Partnership’s or
management’s expectations or predictions of the future are forward-looking statements. The
Partnership’s actual results could differ materially from those projected in such forward-looking
statements. Factors that could affect such results include those mentioned in the documents that
the Partnership has filed with the Securities and Exchange Commission.
SIGNATURES
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 hereunto duly authorized.
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SUNOCO LOGISTICS PARTNERS LP.
By: Sunoco Partners LLC,
its General Partner
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By: |
/s/ COLIN A. OERTON
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Colin A. Oerton |
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Vice President and
Chief Financial Officer |
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August 8, 2005
EXHIBIT INDEX
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| Exhibit |
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Exhibit |
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1.1
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Underwriting Agreement dated as of August 4, 2005 by and among the Partnership, Sunoco
Partners LLC and Lehman Brothers Inc., as representative of the several underwriters named
therein. |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters. |
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23.1
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). |
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23.2
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto) |
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99.1
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Sunoco Logistics Partners L.P. Press Release dated August 5, 2005 |