Prospectus SUNOCO INC - 4-30-2012 by SUN-Agreements

VIEWS: 6 PAGES: 20

									                                                                                                    Filed by Sunoco, Inc.
                                                                   pursuant to Rule 425 under the Securities Act of 1933
                                                                               and deemed filed pursuant to Rule 14a-12
                                                                              under the Securities Exchange Act of 1934
                                                                                         Subject Company: Sunoco, Inc.
                                                                                       Commission File No.: 001-06841
                                                                                                     Date: April 30, 2012


On April 30, 2012, Sunoco, Inc. distributed the following employee and customer materials in connection with
the announcement of the proposed business combination transaction with Energy Transfer Partners, L.P.:


Dear Marketing Team,

As Brian MacDonald outlined in his company-wide memo earlier today, Sunoco has announced an important piece of
news:

        Sunoco has entered into a definitive agreement to be acquired by Energy Transfer Partners, a rapidly growing
       and diversified leader in the energy industry that has a major presence in natural gas and natural gas liquids
       transportation, midstream, storage and related businesses. The transaction, currently valued at $5.3 billion, is
       subject to regulatory and shareholder approval and is expected to be completed in the third or fourth quarter of
       2012.

This news obviously raises a lot of questions that can’t be answered at this time, but I’d like to give you my perspective
on what it means for Sunoco and the marketing organization.

Sunoco and our iconic brand will become an important part of a leading energy company focused on the distribution of
natural gas, crude oil and refined products. The combination will provide both Sunoco and Energy Transfer with
growth opportunities through greater scale, increased geographic reach and a more diverse business platform.

Our day-to-day retail operations and marketing programs will not change. Energy Transfer views our business as a
solid asset with great cash flow. It plans to own the business and ensure that we are maximizing our potential in the
marketplace. As a result, we have a great opportunity to showcase our talent and demonstrate what we can do.

I’m excited about staying on and leading the retail organization in the next phase of growth as part of the Energy
Transfer family of companies.

While I’m sure you have many questions, we are early in this process. We will keep you informed as things progress.

Sincerely,
Bob
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

          Energy Transfer Partners, L.P.                                          Sunoco, Inc.
           3738 Oak Lawn Ave.                                                     1818 Market Street, Suite 1500
          Dallas, TX 75219                                                        Philadelphia, PA 19103
          Attention: Investor Relations                                       Attention: Investor Relations
          Phone: (214) 981-0795                                                  Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com                       Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Dear Team,

This morning, Sunoco announced that it has entered into a definitive agreement to be acquired by Energy Transfer
Partners, a rapidly growing and diversified leader in the energy industry that has a major presence in natural gas and
natural gas liquids transportation, midstream, storage and related businesses. The transaction, currently valued at $5.3
billion, is subject to regulatory and shareholder approval and is expected to be completed in the third or fourth quarter
of 2012.

This is a positive development for both Sunoco and Sunoco Logistics (SXL) that would enable the two organizations to
realize their full potential by becoming a key part of a much larger company with greater resources. The combination
will provide Sunoco, SXL and Energy Transfer with growth opportunities through greater scale, increased geographic
reach and a more diverse business platform – which will create additional opportunities for employees of the combined
company . The Energy Transfer family of companies is an approximately $41 billion dollar enterprise.

Many of the day-to-day details related to this news will be worked out over the coming months, but right now we know
the following:

       Energy Transfer has said that our logistics and retail businesses will continue to be headquartered in the
       Philadelphia area.

        The Sunoco and SXL brands will continue to be used. The iconic Sunoco brand is one of the things they value
       and will look to maximize.

        SXL will continue to be traded on the New York Stock Exchange and fulfill its obligations as a publicly
       traded Master Limited Partnership. In essence, Energy Transfer is stepping into the shoes of Sunoco, Inc., in
       terms of its ownership and general partner position in SXL.

        It is planned that Mike Hennigan will continue to be chief executive officer of Sunoco Logistics and Bob
       Owens will continue to lead the retail marketing business. I will also be staying with the Energy Transfer family
       of companies in a senior leadership role.

        Given there is little operational overlap between the two companies, we don’t expect significant layoffs in
       either logistics or retail. However, there may be some executive and corporate staff positions that are no longer
       required. It is too early to know specifics. We will make sure that affected members of our team are notified as
       soon as possible and get treated well.

        Under the transaction agreement, we will continue our plans for exiting our refinery business as previously
       announced and continue plans for the proposed refinery joint venture being discussed with The Carlyle Group.
Before I became CEO in March, I spoke to employees of the destination point we are trying to reach. That objective of
being a logistics and retail company hasn’t changed. We will continue to pursue our strategy, but as a part of a much
larger organization with greater scale and resources to help us achieve our goals.

I realize that this transaction may come as a surprise, but we will be working to ensure a smooth transition over the next
few months, and it is vital that we keep running our businesses well and delivering great results. Don’t let this news
become a distraction.

The bottom line: Stay focused. Keep moving forward. Don’t slow down.

We will hold employee meetings in the coming days and weeks to answer your questions, and will keep you updated
with information along the way. In the meantime, check Sunoco@Work for the most current information.

Brian


IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

          Energy Transfer Partners, L.P.                                           Sunoco, Inc.
           3738 Oak Lawn Ave.                                                      1818 Market Street, Suite 1500
          Dallas, TX 75219                                                       Philadelphia, PA 19103
          Attention: Investor Relations                                        Attention: Investor Relations
          Phone: (214) 981-0795                                                  Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com                        Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Team,

Today, Sunoco announced that it entered into an agreement to be acquired by Energy Transfer Partners, a rapidly
growing and diversified leader in the energy industry that has a major presence in natural gas and natural gas liquids
transportation, midstream, storage and related businesses. The transaction, valued at $5.3 billion, is subject to
regulatory and shareholder approval and is expected to be completed in the third or fourth quarter of 2012.

You may be wondering how this news affects the proposed refinery joint venture between Sunoco and The Carlyle
Group.

After talking with Brian MacDonald about the matter, I can tell you that it doesn’t.

The personal commitment you heard from Brian last week to attempt to get the joint venture in place remains and it is
fully supported by Energy Transfer’s chairman and CEO, Kelcy Warren.

The timeline hasn’t changed: We plan to operate through the end of July as announced last week.

This means that our mission in the refinery remains the same. We need to continue to improve our performance and
exhibit excellent day-to-day operation of the facility. Our performance in the areas of Process Safety, Personal Safety,
Quality, Reliability and Environmental Compliance continue to be a key aspect of the “sale ability” of the plant. These
are things we can control.

As the sales process continues, we’ll keep you informed.

Thanks for your hard work and diligence toward improving the facility.

Jim


IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:
          Energy Transfer Partners, L.P.                                 Sunoco, Inc.
           3738 Oak Lawn Ave.                                            1818 Market Street, Suite 1500
          Dallas, TX 75219                                              Philadelphia, PA 19103
          Attention: Investor Relations                              Attention: Investor Relations
          Phone: (214) 981-0795                                         Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com              Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Dear Team,

This morning Sunoco, which is our General Partner, largest unit holder and customer, announced an important piece of news:

          Sunoco announced that it entered into a definitive agreement to be acquired by Energy Transfer Partners, a rapidly
        growing leader in the energy industry that has a major presence in natural gas and NGL pipeline, midstream, storage and
        related businesses. The transaction, valued at $5.3 billion, is subject to regulatory approvals and shareholder approval and
        is expected to be completed in the third or fourth quarter of 2012.


What does this mean for Sunoco Logistics?



It’s business as usual as we will stay focused on our growth strategy and achieving operational excellence.



With this transaction, Energy Transfer Partners is essentially stepping into the shoes of Sunoco, Inc., in terms of its ownership and
general partner position in SXL. Sunoco Logistics will continue to be traded on the New York Stock Exchange and fulfill its
obligations as a publicly traded Master Limited Partnership.



This is a positive development for SXL that will enable the company to realize its full potential by becoming an important part of
a much larger company with greater resources, more scale, increased geographic reach and a diverse business platform.



Energy Transfer wants to get into crude oil and refined products distribution and sees the stable and growing cash flow we
generate as very attractive. In addition, they see real growth opportunities for us – especially with respect to their under-utilized
natural gas pipelines, our crude and products expertise, and our various other activities and assets.



I am excited about our future and plan to stay on as CEO, leading SXL in the next phase of our growth working with an even
bigger and more synergistic general partner like Energy Transfer. SXL has built a tremendous record of performance, and I’m
confident that by working with the Energy Transfer team we can continue to move forward, deliver winning results, and exceed
expectations.
Sincerely,



Michael J. Hennigan

President and Chief Executive Officer




IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

          Energy Transfer Partners, L.P.                                           Sunoco, Inc.
           3738 Oak Lawn Ave.                                                      1818 Market Street, Suite 1500
          Dallas, TX 75219                                                       Philadelphia, PA 19103
          Attention: Investor Relations                                        Attention: Investor Relations
          Phone: (214) 981-0795                                                   Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com                        Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Dear Sunoco Branded Distributor:



As a valued distributor of our products, we would like to inform you that Sunoco has announced an agreement to be acquired for
$5.3 billion by Energy Transfer Partners, a natural gas and natural gas liquids transportation, midstream and storage distribution
company. The Energy Transfer family of companies is a $41 billion enterprise.



As part of this merger, Sunoco will become an integral part of a diversified leader in the energy industry, gaining greater scale and
geographic diversity. Energy Transfer, which is traded on the New York Stock Exchange under the symbol ETP, is committed to
building and growing Sunoco’s logistics and retail businesses.



Energy Transfer Partners has told us they want to own Sunoco’s branded business because of the well-recognized brand and stable
cash flows underpinned by real estate in prized markets. The Sunoco and SXL brands will continue to be used. The iconic
Sunoco brand is one of the things they value and will look to maximize.
Additionally, under the agreement, we will continue our plans for exiting our refinery business as previously announced and
continue plans for the proposed refinery joint venture being discussed with The Carlyle Group.



For you and your customers, this corporate ownership change should be completely transparent and seamless – it will be business
as usual for us. Sunoco’s distributor and retail operations will continue to be led by the same management team and
headquartered in Pennsylvania. The iconic Sunoco brand and our support of NASCAR will continue as we strive to “keep people
moving.”



The merger is subject to standard regulatory and shareholder approvals, and the merger process is expected to take several months
to complete. If you have any questions about this news, please don’t hesitate to contact your Sunoco area manager. We value our
relationship with you and look forward to continued expansion in the future.



Attached is a copy of our press release.



Sincerely,



Bob Owens

SVP Sunoco


IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

          Energy Transfer Partners, L.P.                               Sunoco, Inc.
           3738 Oak Lawn Ave.                                          1818 Market Street, Suite 1500
          Dallas, TX 75219                                            Philadelphia, PA 19103
          Attention: Investor Relations                            Attention: Investor Relations
           Phone: (214) 981-0795                                          Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com              Email: SunocoIR@sunocoinc.com
PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
April 30, 2012



Dear Sunoco, Inc. Dealer/Franchisee:



As a valued customer, we would like to inform you that Sunoco has announced an agreement to be acquired by Energy Transfer
Partners, a natural gas and natural gas liquids transportation, midstream and storage distribution company. The Energy Transfer
family of companies is a $41 billion enterprise.



As part of this merger, Sunoco will become an integral part of a diversified leader in the energy industry, gaining greater scale and
geographic diversity. Energy Transfer, which is traded on the New York Stock Exchange under the symbol ETP, is committed to
building and growing Sunoco’s logistics and retail businesses.



For you and your customers, this corporate ownership change should be completely transparent and seamless – it will be business
as usual for us. Sunoco’s retail operations will continue to be led by Bob Owens and the same management team and it will be
headquartered in Pennsylvania. The iconic Sunoco brand and our support of NASCAR will continue as we strive to “keep people
moving.”



The merger is subject to standard regulatory and shareholder approvals, and the merger process is expected to take several months
to complete. If you have any questions about this news, please don’t hesitate to contact your Sunoco area manager. We value
our relationship with you and look forward to continued expansion in the future.



Sincerely,




George D. Wiltse
Director, Franchise Operations




IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be
mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the
SEC at www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

          Energy Transfer Partners, L.P.                                 Sunoco, Inc.
           3738 Oak Lawn Ave.                                             1818 Market Street, Suite 1500
          Dallas, TX 75219                                              Philadelphia, PA 19103
          Attention: Investor Relations                              Attention: Investor Relations
          Phone: (214) 981-0795                                         Phone: (215) 977-6764
          E-mail: InvestorRelations@energytransfer.com              Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed
transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s
Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is
contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the
registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction,
future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other
statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs,
goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar
expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain
the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP
to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement
of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including
changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation
of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors
described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL
and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
                                        Questions and Answers for Employ e es



1.       Why did y o u decide to sell the company? What changed?


     •     The combination with Energy Transfer is a strategically and financially compelling transaction that
           provides substantial valu e ‐creat i on o pp o rtunities for Sunoco shareholders and Energy
           Transfer unitholders, and will improve the ability o f Sunoco’s logistics and retail businesses to deliver o
           n their full potential.


     •     Nothing changed with respect to our strategy – we’ve always been focused o n driving value and
           ensuring we maximi z e opportunities for the company in what is a scale business.


     •     This transaction enables Sunoco to acce l e ra t e its current strategy by moving forward as an integral p
           art o f a diversified lea d er in the ene r gy industry.
               − Sunoco’s hig h ‐return re t ail and logistics businesses offer a strong commercial and operational
                   fit with Energy Transfer’s existi n g natural gas and natural gas liquids assets.
               − Energy Transfer’s cur r e n t scale will p r ov ide Sunoco with an expanded geographic footprint an d
                   improved competitive position.
               − Energy Transfer is committed to building o n Sunoco’s current logistics a nd retail platforms.

2.       Has a sale o f the Company been the goal for a while?


     •      Our goal has always been to deliver value to sh a reholders an d to act in shareholders’ best intere s
           ts. Our efforts in cutting costs, unlocking value, exiting poorly performing businesses, improving th
           e balance sheet and focusing o n hig h ‐return businesses have been based o n these principles. The
           compelling strategic a n d financial nature o f this transaction also is bas e d o n these principle s .

3.    Will SU N and SXL continue to be tr a ded publicly?
     • Upon the closing o f the merger, SUN would n o longer be traded publicly o n the New
       York Stock Exchange (N Y SE).
     • SXL will continue to be traded o n the NYSE and fulfill its obligations as a publicly tra d ed
       MLP.

4.       When do you expect to complete the transaction?
     •     We ex p ec t t o complete the transaction during t he third o r fourth quarter o f 2012, subject to
          receipt o f re q uired shareholder and regulatory a p provals.
5.    Will many employees lo se their jobs? How many in Ph i ladelphia?
     • Given there is little operational overlap between the compan i e s, we don’t expect significant
       layoffs in the logistics and retail operating businesses.
     • It is too early to know specifics, but there will b e some exec u tive and corporate staff positions that
       are no longer required.

6.       Will the logistics and retail businesses’ headquarters rema i n in the Phi l adelphia area?
     •     Sunoco’s logistics and retail businesses will continue to be based in the Philadelphia area, consistent
          with the current operating presence.

7.    Will t h is impact your p l an to form a Philadelphia refinery joint venture with Carlyle
     Group?
     • No, Sunoco i ntends to proceed with it s existing plans for the refiner i es.

8.    Will you still idle the Philadelphia re f inery if t h e deal with Carlyle Group doesn’t work
     out?
     • Yes, that remains the plan if we ca n not complete the transaction with The Car l yle Group. Sunoco’s Nort
        he ast refi n e r i es have lost more than $1 billion over the last three years.

9.    Will t h is affect any o f Sunoco’s o r Sunoco Logi s tics’ current projects (e.g. Eagle Point
     expansion, Marcus Hook re‐purpos i ng)


     •      This combination should be viewed a s a positive o n several fronts. Energy Transfer is a great
           partner for Sunoco when considering future development and expansion. Sunoco has considered repurposing
           Marcus Hook refinery so that it can become a key r e gional asset for handling natural gas liquids from
           the Marcellus Shale. Natural gas liquids is an area o f ex pe rtise for Energy Transfer. So, while i t is too
           early to talk specifics, we see some synergies that could have a positive out c ome here in Pennsylvania.
IMPORTANT ADDITI O NAL INFORMATION WILL BE FILED WITH THE SEC

In connection w i th the proposed busine s s combination transacti o n between Energy Transfer Partners, L.P. (“ETP ” ) and Sunoco, Inc.
(“Sunoco”), ETP plans to file with the U.S. Securities and Exchange C o mmiss i on (the “SEC”) a registration statement on Form S‐4 that w i ll cont a
i n a proxy statement/pr o spectus to be mailed to the Su n oco shareholders i n connection with the proposed transaction. THE REGISTRATION
STATEMENT AND THE PROXY STATE M ENT/ PR OSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ETP, SUNOCO, THE P RO P OSED TRANSACTION AND RELATED MATTERS. I NVESTO R S AND SECURITY HOLD E R
S ARE U R G ED TO RE A D T H E REGISTRATI O N STATEMENT AND THE P R OXY / PRO S PECTUS C A REFULLY W
HEN THEY BECOME AVAILABLE. Inv e stors a nd security holders will be able to obtain free copies of the registration statement and the proxy
statemen t /prospectus and other docume n ts filed with the SEC by ETP and Sunoco through the web site ma i ntained by the SEC at www.sec.gov
. In addition, investors and security holders will be able to obtain free copies of the registration statement a n d the proxy state m ent/prospectus by
phone, e ‐ mail or wri t ten request by contacting the investor relations department of E TP or Sunoco at the following:

         Energy Transfer Partners, L.P.                                     Sunoco, Inc.
         3738 Oak Lawn Ave.                                                1818 Market Street, Suite 1500
         Dallas, TX 75219                                                 Philadelphia, P A 19103
         Attention: Inve s tor R e la t i ons                                Attention: Inve s tor R e la t i ons
         Phone: (214) 981‐0795                                            Phone: (215) 9 7 7‐6764
         E‐mail: InvestorR e lations@energytra n s f er.com               Email: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICIT A TION

ETP and Sunoco, and their respective directors and execut i ve off i cers, may be d e emed to b e participants i n the solicitat i on of proxies i n
respect of the proposed transactions contemplated b y the merger ag r eement. Infor m ation regarding directors and execut i ve officers of ETP’s
gene r al partner i s contained i n ETP’s F orm 10‐K for the year en d e d De c e mber 31, 2011, which has been filed with the SEC. Inform a
tion regarding Sunoco’s directors and e x ecut i ve officers i s contained i n Sunoco’s definitive proxy statement dated March 16, 2012, wh i
ch i s filed with the SE C .       A more complete description will be available i n the registration statement a n d the proxy statement / prospectus.

SAFE HA R B O R FOR FORWAR D ‐ L OOKING STATEMENTS

Statements i n thi s document regarding the proposed transaction between ETP a n d Sunoco, the e x pected timetable for completing the proposed
transaction, future fin a ncial and operating results, be n e fi ts and syne r g ies of the proposed transaction, future opportu n ities for the combined
company, and any other statements a b o ut ETP, Energy Tra n sfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. ( “ SXL”) or Sunoco
manag e ments’ f u t u r e expectations, beliefs, goa ls , plans or prosp e cts
constitute forw a rd looking statements within the meani n g of th e Private Securities Litigation R ef orm Act of 1995. Any statements
that are not statem e nts of historical f act (i n cluding statements containing the words “believ e s,” “plans,” “anticipates,” “expects,”
estimates and similar expressions) shou l d also be cons id ered to be forw a rd looking statements. There are a num b e r of important factors
that could cause actual results or events to dif f er mat e rially fro m those indicated by such forward looking statements, including: the ability to
consummate the proposed t ransact i on; the ability to o b tain th e requisite regulatory approvals, Sunoco shareholder approval and the satisfaction
of other conditions to consummation of t he
transaction; the ability of ETP to suc c essfully inte g rate Sunoco’s operations and e mp l oyees; the ability to r e alize a nticipated
synergies and co st savings; th e potential impact of announce me nt of the transa c tion or consummation of the transaction on r e lationships, i n
cluding with emp l oyees, suppli e rs, customers a n d competitors; th e ability to achieve revenue gr o wth; national, international, regional and
local economic, c ompetitive and regu l atory conditions and d e velopm e nts; technological developm e nts; capital and cr e
dit markets conditions; inflation ra te s; inter e st rates; the politic a l and economic stability of oil producing nations; ene r gy mar k ets, including
c h ang e s i n the price of c e rtain commodities; weather conditions; env i ronmental conditions; business a nd regulatory or l e g al dec i
sions; the pace o f dere g ulation of retail natural gas and e l e ctricity and c e rtain agricultural products; the timing and su c c e ss o f b usiness de
v e lopment efforts; te r rorism; and the other factors described i n the Annual R e ports on Form 10‐K for the year en d e
d December 31, 2011 filed with t h e SEC by ETP, E T E, SXL and Sunoco. ETP, E T E, SXL and Sunoco disclaim any intention or obligat i
on to update a n y forward looki n g statem e nts as a result of de v e lopments occur r ing after the date of this doc um e nt.

								
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