Business Context and Reporting Period
This Form 8-K is filed by Energy Transfer Equity, L.P. (ETE) on April 4, 2013, reporting events occurring on April 1, 2013. The filing addresses a change in the independent registered public accounting firm for Sunoco Logistics Partners L.P. ("Sunoco Logistics"), a consolidated subsidiary of ETE following the acquisition of Sunoco Logistics' general partner by Energy Transfer Partners, L.P. (ETP).
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is strictly a disclosure regarding a change in auditors.
Material Changes
- Accountant Change: On April 1, 2013, the Board of Directors of Sunoco Logistics approved the appointment of Grant Thornton LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2013.
- Dismissal of Prior Auditor: Ernst & Young LLP was dismissed as the independent registered public accounting firm for Sunoco Logistics effective April 1, 2013.
- Rationale: The change was made to align Sunoco Logistics with ETE and ETP, which are already audited by Grant Thornton, as part of the integration process following the acquisition.
Outlook, Risks, and Contingencies
Audit History and Disagreements: The filing states that during the fiscal years ended December 31, 2012 and 2011, and the interim period through April 1, 2013, there were no disagreements with Ernst & Young regarding accounting principles, financial statement disclosures, or auditing scope. Furthermore, no "reportable events" as defined in Regulation S-K occurred during this period.
Opinion Status: The audit reports issued by Ernst & Young for Sunoco Logistics for the years ended December 31, 2012 and 2011, and the relevant interim periods, did not contain any adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Consultations: Sunoco Logistics did not consult with Grant Thornton regarding any matters specified in Item 304(a)(2) of Regulation S-K during the relevant periods prior to the appointment.
Investor Verification Checklist
- Verify the effective date of the auditor change (April 1, 2013) and the scope of Grant Thornton's engagement (fiscal year ending December 31, 2013).
- Confirm that the dismissal of Ernst & Young was part of the post-acquisition integration strategy for Sunoco Logistics.
- Review Exhibit 16.1 (Letter from Ernst & Young) to ensure the former auditor agrees with the statements made by ETE regarding the absence of disagreements or reportable events.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial performance data.