Fitch Affirms Sunoco Logistics at 'BBB'; Outlook Stable

NEW YORK--()--Fitch Ratings affirms the ratings on Sunoco Logistics Partners L.P. and its operating partnership, Sunoco Logistics Partners Operations L.P. (both entities collectively referred to as Sunoco Logistics) as follows:

Sunoco Logistics Partners L.P.

--Long-term Issuer Default Rating (IDR) at 'BBB'.

Sunoco Logistics Partners Operations L.P.

--Long-term IDR at 'BBB;

--Senior unsecured debt at 'BBB';

--Senior unsecured bank facilities at 'BBB';

--Short-term IDR at 'F2'.

Debt issued by Sunoco Logistics Partners Operations L.P. is guaranteed by Sunoco Logistics Partners L.P. The rating Outlook for both entities is Stable. Approximately $3.1 billion in debt is affected by today's rating action.

KEY RATING DRIVERS

Sunoco Logistics' rating is supported by the following strengths:

--Large diversified asset base that serves high-demand markets;

--Stable, fee-based operations that account for a majority of the partnership's EBITDA;

--Supportive financial credit metrics including a strong distribution coverage ratio which indicate a less aggressive capital structure relative to its peers with similar ratings.

The ratings also factor in the following concerns:

--Expectations for a temporary increase in leverage in 2014 as Sunoco Logistics funds growth with debt for expansion projects;

--Volatility and working capital needs associated with market-related operations;

--Potential for changes in strategy following the acquisition by lower rated Energy Transfer Partners (ETP, 'BBB-'/Stable Outlook), including a more aggressive business strategy or financial policy.

Diversified Asset Base: Sunoco Logistics benefits from a mix of fee-based assets consisting of crude oil pipelines, refined product pipelines, and refined product and crude oil terminal facilities. Sunoco's 2013 adjusted EBITDA was $871 million and was comprised of: 40% crude oil pipelines, 27% crude oil acquisition and marketing, 27% terminal facilities, and 6% from refined products pipelines.

The crude oil pipelines are mostly located in Oklahoma and Texas. It has 4,900 miles of trunk pipelines and 500 miles of crude oil gathering lines which supply the trunk pipelines. This segment should see significant growth going forward given the number of projects underway. The crude oil acquisition and marketing business gathers, purchases, markets and sell crude primarily in the mid-continent.

The terminals facilities have oil and refined products storage capacity of 46 million barrels including 22 million barrels of storage and Nederland, Texas, 5 million at Marcus Hook, PA (refined products and natural gas liquids terminal), 40 refined product terminals in the northeast, Midwest and southwest. It also has several refinery terminals in the northeast. The refined products pipelines have 2,500 miles of refined products pipelines and joint venture interest in four refined products pipelines. This segment should also see substantial growth in the future due to NGL pipeline projects that are currently being developed.

Leverage: At Dec. 31, 2013, leverage (as defined as Fitch as debt to adjusted EBITDA) was 2.9x. With the $1 billion of notes offered in March 2014, Fitch now expects leverage at the end of the year to be just over 4.0x. If leverage remains over 4.0x-4.25x for a sustained period of time beyond then, Fitch may take negative rating action.

Adequate Liquidity: At the end of 2013, Sunoco Logistics had $1.3 billion of liquidity which consisted of $39 million of cash and $1.3 billion undrawn on its revolver. The company has a $1.5 billion revolving credit facility due 2018. The revolver limits leverage (as defined by the bank agreement) to 5.0x at the end of each quarter. With certain acquisitions, leverage can temporarily increase to 5.5x. As of the end of 2013, bank defined leverage was 2.8x leaving significant cushion for the bank covenant. Maturities are manageable and the next bond maturity is $175 million due in 2016.

Capital Expenditures: Sunoco Logistics expects 2014 expansion capex to be at least $1.3 billion which would be a significant increase from $965 million of organic expansion capex in 2013.

Distributable Cash Flow and Coverage: Distributable cash flow (DCF) generated in 2013 was $655 million, an increase from $600 million in 2012. The distribution coverage ratio for 2013 was strong at 1.9x.

Fitch believes the current coverage ratio is high and will likely decline as distributions continue to grow. In recent years, the yearend coverage ratio ranged from a high of 2.4x in 2012 to a low of 1.3x in 2010.

Energy Transfer Partners L.P. (ETP; IDR 'BBB-'/Stable Outlook) owns the 2% general partner interest and a 32% interest in Sunoco Logistics.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to positive rating action include:

--Positive rating action is not expected at this time. Leverage would need to be reduced to below 3.0x on a sustained basis along with a significant increase in scale.

Negative: Future developments that may, individually or collectively, lead to negative rating action include:

--Leverage (defined as debt to adjusted EBITDA) in excess of 4.0x-4.25x on a sustained basis.

--Increased exposure to market-sensitive businesses and other more volatile operations without offsetting adjustments.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 5, 2013);

--'Rating Pipelines, Midstream, and MLPs - Sector Credit Factors' (Jan. 13, 2014);

--'Short-Term Ratings Criteria for Non-Financial Corporates', (April 2, 2013);

--'2014 Outlook: Crude Oil and Refined Products Pipelines' (Dec. 10, 2013);

--'Pipelines, Midstream, and MLP Stats Quarterly - Third Quarter 2013' (Dec. 17, 2013);

--'Investor FAQs: Recent Questions on the Pipeline, Midstream and MLP Sectors' (Aug. 5, 2013).

Applicable Criteria and Related Research:

Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Rating Pipelines, Midstream and MLPs - Sector Credit Factors

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=722082

Short-Term Ratings Criteria for Non-Financial Corporates

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=714415

2014 Outlook: Crude Oil and Refined Products Pipelines

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=726461

Pipelines, Midstream, and MLP Stats Quarterly Third-Quarter 2013

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=726243

Investor FAQs: Recent Questions on the Pipeline, Midstream, and MLP Sectors

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715517

Additional Disclosure

Solicitation Status

null/gws/en/disclosure/solicitation?pr_id=827960

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Contacts

Fitch Ratings
Primary Analyst
Kathleen Connelly
Director
+1-212-908-0290
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst
Ralph Pellecchia
Senior Director
+1-212-908-0586
or
Committee Chairperson
Mark C. Sadeghian, CFA
Senior Director
+312-368-2090
or
Media Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com

Sharing

Contacts

Fitch Ratings
Primary Analyst
Kathleen Connelly
Director
+1-212-908-0290
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst
Ralph Pellecchia
Senior Director
+1-212-908-0586
or
Committee Chairperson
Mark C. Sadeghian, CFA
Senior Director
+312-368-2090
or
Media Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com