Sunoco LP (NYSE:SUN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Purchase Agreement
On January9, 2018, Sunoco GP LLC (the “General Partner”), Sunoco LP (the “Partnership”), Sunoco Finance Corp. (“SUN Finance” and, together with the Partnership, the “Issuers”) and certain other subsidiaries of the Partnership entered into a purchase agreement (the “Purchase Agreement”) with Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, as representatives of the several initial purchasers named therein (the “Initial Purchasers”), with respect to a private offering to eligible purchasers (the “Notes Offering”) by the Issuers of $1,000,000,000 aggregate principal amount of 4.875% senior notes due 2023, $800,000,000 aggregate principal amount of 5.500% senior notes due 2026 and $400,000,000 aggregate principal amount of 5.875% senior notes due 2028 (collectively, the “Notes”), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about January23, 2018, in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and agreements by the General Partner, the Issuers and all of the Partnership’s current subsidiaries (other than SUN Finance) that guarantee its obligations under its revolving credit facility and its term loan facility and certain of its future subsidiaries (the “Guarantors”) and customary conditions to closing, obligations of the parties and termination provisions. The Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities.
The Initial Purchasers and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Partnership and its affiliates, for which they received or will receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
| Item 1.01 | Regulation FD Disclosure. |
On January9, 2018, the Partnership issued a press release announcing that it and SUN Finance had upsized and priced the Notes Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes.
The following information is furnished under Item 1.01, “Regulation FD Disclosure.” This information 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.
| Item 1.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit Number |
Description |
| 1.1 | Purchase Agreement, dated January 9, 2018, by and among Sunoco GP LLC, Sunoco LP, Sunoco Finance Corp., certain subsidiaries of Sunoco LP party thereto and Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, as representatives of the several initial purchasers named on Schedule A thereto. |
| 99.1 | Press Release, dated January9, 2018, announcing the pricing of the Notes Offering. |
Sunoco LP ExhibitEX-1.1 2 d525636dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version PURCHASE AGREEMENT January 9,…To view the full exhibit click here
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.
