SUNOCO LP (NYSE:SUN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On April6, 2017, certain subsidiaries of Sunoco LP, a Delaware
limited partnership (the Partnership) entered into that
certain Asset Purchase Agreement (the Purchase Agreement),
by and among Susser Petroleum Property Company LLC, a Delaware
limited liability company (PropCo), Sunoco Retail LLC, a
Pennsylvania limited liability company (Sunoco Retail),
Stripes LLC, a Texas limited liability company (Stripes),
Town Country Food Stores, Inc., a Texas corporation (Town
Country), MACS Retail LLC, a Virginia limited liability
company (MACS, and, together with PropCo, Sunoco
Retail, Stripes and Town Country, referred to herein collectively
as Sellers, and each, individually, as a
Seller), 7-Eleven, Inc., a Texas corporation
(7-Eleven)
and SEI Fuel Services, Inc., a Texas corporation and wholly-owned
subsidiary of 7-Eleven (SEI Fuel, and, together
with 7-Eleven,
referred to herein collectively as Buyers, and
each, individually, as a Buyer), and, solely for the
purposes referenced therein, the Partnership, Sunoco Finance
Corp., a Delaware corporation (Sunoco Finance) and Sunoco,
LLC, a Delaware limited liability company (Sunoco,LLC and,
together with the Partnership and Sunoco Finance, referred to
herein collectively as Guarantors, andeach, individually,
as a Guarantor). Each of the Partnership and Sunoco, LLC
have guaranteed Sellers obligations under the Purchase Agreement
and related ancillary agreements to a guarantee agreement (the
Guarantee Agreement) entered into in connection with the
Purchase Agreement.
to the Purchase Agreement,
Sellers have agreed to sell a portfolio of 1,112 company-operated
retail fuel outlets in 19 geographic regions, together with
ancillary businesses and related assets, including the Laredo
Taco Company (the Business), for an aggregate purchase
price of $3,305,575,000, payable in cash, plus the value of
inventory at the closing of the transactions contemplated by the
Purchase Agreement (the Closing) and the assumption of
certain liabilities related to the Business by Buyers. The
purchase price is subject to certain adjustments, including
(i)those relating to specified items that arise during
post-signing due diligence and inspections and (ii)individual
properties not ultimately being acquired by Buyers due to the
failure to obtain necessary third party consents or waivers or
because either Buyers or Sellers exercise their respective
rights, under certain circumstances, to cause a specific property
to be excluded from the transaction.
The Closing is expected to
occur in the second half of 2017, and is subject to the
satisfaction or waiver of customary closing conditions for a
transaction of this type, including the receipt of any approvals
required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
The Purchase Agreement
contains customary representations, warranties, agreements and
other obligations of the parties. Sellers and Buyers have
generally agreed to indemnify each other for breaches of the
representations, warranties and covenants contained in the
Purchase Agreement, subject to certain survival period
limitations, deductibles, caps and mini baskets. In addition,
Sellers have agreed to indemnify Buyers for certain liabilities,
including certain environmental liabilities, related to Sellers
ownership or operation of the Business prior to the date of the
Closing (the Closing Date), and Buyers have agreed to
indemnify Sellers for certain liabilities, including certain
environmental liabilities.
The Purchase Agreement may be
terminated by either the Sellers or Buyers under certain limited
circumstances, including: (i)by Buyers and Sellers upon written
agreement; (ii)by Buyers or Sellers if the Closing has not
occurred by the nine month anniversary of the Signing Date,
subject to certain extensions, as more particularly set forth in
the Purchase Agreement; (iii)by Buyers or Sellers if any
governmental entity enacts, issues or enters a final,
non-appealable order that has the effect of prohibiting the
transaction; (iv)by Buyers or Sellers if certain of the
representations and warranties made by Sellers or Buyers,
respectively, fail to be true and correct, subject to certain
materiality qualifiers as more particularly set forth in the
Purchase Agreement; and (v)by Buyers upon the fifth business day
after a determination that certain specified diligence matters
disclosed to Buyers resulted in or would reasonably be expected
to result in losses to Buyers or otherwise have an objectively
identifiable adverse impact to the Business with an aggregate
value of greater than $50million.
In connection with the
Closing, Sellers and Buyers and their respective affiliates will
enter into a number of ancillary agreements, including a fuel
supply agreement between Sunoco, LLC and SEI Fuel.
The foregoing descriptions of
the Purchase Agreement and the Guarantee Agreement are only
summaries, do not purport to be complete, and are subject to, and
qualified in their entirety by reference to the Purchase
Agreement and the Guarantee Agreement, as applicable, and copies
of which are filed as Exhibits2.1 and 10.1 to this Current Report
on Form8-Kand are incorporated herein by reference.
2
| Item7.01 |
On April6, 2017, the
Partnership issued a press release relating to the entry into the
Asset Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 hereto.
On April6, 2017, the
Partnership hosted a telephone conference during which the
Partnerships management discussed the Purchase Agreement and the
transactions contemplated thereby. A copy of the presentation
materials used in connection with the telephone conference is
furnished and attached as Exhibit 99.2 hereto and is incorporated
by reference herein. The presentation materials were posted in
the Investor Relations section of the Partnerships website prior
to the telephone conference.
The information set forth
herein is furnished under Item7.01, Regulation FD Disclosure.
This information, including the information contained in Exhibit
99.1 hereto, shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a
filing.
Cautionary Statement
Relevant to Forward-Looking Information
This Current Report on Form8-K
includes forward-looking statements regarding future events.
These forward-looking statements are based on the Partnerships
current plans and expectations and involve a numbers of risks and
uncertainties that could cause actual results and events to vary
materially from the results and events anticipated or implied by
such forward-looking statements. For a further discussion of
these risks and uncertainties, please refer to the Risk Factors
section of the Partnerships most recently filed Annual Report on
Form 10-K and in other filings made by the Partnership with the
Securities and Exchange Commission. While the Partnership may
elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to do so,
even if new information becomes available.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Exhibit Description |
|
| 2.1 |
Asset Purchase Agreement by and among Susser Petroleum Property Company LLC, Sunoco Retail LLC, Stripes LLC, Town Country Food Stores, Inc., MACS Retail LLC, 7-Eleven, Inc. and SEI Fuel Services, Inc.,, and, solely for the limited purposes referenced therein, Sunoco, LP, Sunoco Finance Corp. and Sunoco, LLC, dated as of April6, 2017.* |
|
| 10.2 |
Guarantee Agreement by and among Sunoco LP, Sunoco, LLC, 7-Eleven, Inc. and SEI Fuel Services, dated as of April6,2017. |
|
| 99.1 |
Press Release, dated as of April6, 2017, announcing the entry into the Asset Purchase Agreement. |
|
| 99.2 | Investor Presentation. |
| * |
Schedules have been omitted to Item 601(b)(2) of RegulationS-K.The Partnership hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, thatthe Partnership may request confidential treatment to Rule24b-2of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. |
3
to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
| SUNOCO LP | ||
|
/s/ Thomas R. Miller |
||
| By: | Thomas R. Miller | |
| Title: | Chief Financial Officer |
Dated: April6,
2017
4
EXHIBIT
INDEX
|
Exhibit No. |
Exhibit Description |
|
| 2.1 |
Asset Purchase Agreement by and among Susser Petroleum Property Company LLC, Sunoco Retail LLC, Stripes LLC, Town Country Food Stores, Inc., MACS Retail LLC, 7-Eleven, Inc. and SEI Fuel Services, Inc.,, and, solely for the limited purposes referenced therein, Sunoco, LP, Sunoco Finance Corp. and Sunoco, LLC, dated as of April6, 2017.* |
|
| 10.2 |
Guarantee Agreement by and among Sunoco LP, Sunoco, LLC, 7-Eleven, Inc. and SEI Fuel Services, dated as of April6,2017. |
|
| 99.1 |
Press Release, dated as of April6, 2017, announcing the entry into the Asset Purchase Agreement. |
|
| 99.2 | Investor Presentation. |
| * |
Schedules have been omitted to Item 601(b)(2) of RegulationS-K.The Partnership hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, thatthe Partnership may request confidential treatment |
About SUNOCO LP (NYSE:SUN)
Sunoco LP, formerly Susser Petroleum Partners LP, is engaged in the retail sale of motor fuels and merchandise through the Company-operated convenience stores and retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors. The Company operates through two segments: wholesale and retail. The Wholesale operations segment sells motor fuel to its retail segment and external customers. The Retail operations segment operates convenience stores selling a range of merchandise, food items, services and motor fuel. It operates over 900 convenience stores and fuel outlets in over eight states. It distributes over 7.6 billion gallons of motor fuel through its convenience stores and consignment locations, contracted independent convenience store operators, and other commercial customers. Its retail convenience stores operate under brands, including Stripes and Aloha Island Mart. SUNOCO LP (NYSE:SUN) Recent Trading Information
SUNOCO LP (NYSE:SUN) closed its last trading session up +4.83 at 28.69 with 506,893 shares trading hands.
