SUNOCO LP (NYSE:SUN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March30, 2017, Sunoco LP, a Delaware limited partnership (the
Partnership), and Energy Transfer
Equity, L.P., a Delaware limited partnership (the
Purchaser), entered into a Series A
Preferred Unit Purchase Agreement (the Purchase
Agreement), relating to the issue and sale by the
Partnership to the Purchaser of 12,000,000 SeriesA Preferred
Units (the Preferred Units)
representing limited partner interests in the Partnership at a
price per Preferred Unit of $25.00 (the
Offering). The distribution rate for
the Preferred Units will be 10.00%, per annum, of the $25.00
liquidation preference per unit (the Liquidation
Preference) (equal to $2.50 per Preferred Unit per
annum) until March30, 2022, at which point the distribution rate
will become a floating rate of 8.00% plus three-month LIBOR of
the Liquidation Preference.

The Offering closed on March30, 2017, and the Partnership
received proceeds from the Offering of $300million, which it
intends to use to repay indebtedness under its revolving credit
facility. The terms of the Preferred Units are as set forth in
Amendment No.5 to the First Amended and Restated Agreement of
Limited Partnership of the Partnership, dated March30, 2017 (the
Partnership Agreement Amendment), which
is described in Item 5.03 below.

The Purchase Agreement contains customary representations,
warranties and agreements of the Partnership and the Purchaser,
as well as indemnification obligations of each of the Partnership
and the Purchaser. The foregoing description of the Purchase
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement,
which is filed as Exhibit1.1 hereto and incorporated by reference
herein.

The information regarding the Offering and the Preferred Units
set forth in Item 1.01 and Item 5.03, respectively, of this
Current Report on Form 8-K is incorporated herein by reference.

The Preferred Units were issued and sold by the Partnership in a
private transaction exempt from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the Securities
Act).

The foregoing is qualified in its entirety by reference to the
full text of the Partnership Agreement Amendment, a copy of which
is filed hereto as Exhibit 3.1 and is incorporated herein by
reference.

The information set forth under Item5.03 regarding the
Partnership Agreement Amendment of the Partnership is
incorporated by reference into this Item3.03.

In connection with the closing of the Offering, on March30, 2017,
the general partner of the Partnership, on behalf of the
Partnership, executed the Partnership Agreement Amendment for the
purpose of defining the preferences, rights, powers and duties of
holders of the Preferred Units.

The Preferred Units rank senior to the Partnerships common units
with respect to the payment of distributions and distribution of
assets upon liquidation, dissolution and winding up. The
Preferred Units have no stated maturity and are not subject to
mandatory redemption or any sinking fund and will remain
outstanding indefinitely unless repurchased or redeemed by the
Partnership.

The Preferred Units are entitled to annual cash distributions of
10.00% of the Liquidation Preference for the first five years,
and thereafter to a floating rate of 8.00% plus three-month LIBOR
of the Liquidation Preference. Holders of the Preferred Units
will generally have no voting rights except in certain limited
circumstances or as required by law. Distributions on Preferred
Units will be cumulative from March30, 2017, and payable
quarterly, in arrears, within sixty (60)days after the end of
each quarter, commencing with the quarter ending June30, 2017.

The Preferred Units are redeemable at any time, and from time to
time, in whole or in part, at the Partnerships option at a price
per Preferred Unit equal to the Liquidation Preference plus all
accrued and unpaid distributions; provided that, if the
Partnership redeems the Preferred Units prior to March30, 2022,
then the Partnership will redeem the Preferred Units at 101% of
the Liquidation Preference, plus all accrued and unpaid
distributions. The Preferred Units are not entitled to any
redemption rights or conversion rights.

Holders of Preferred Units will generally have no voting rights
except in certain limited circumstances or as required by law.
The terms of the Preferred Units are more fully set forth in the
Partnership Agreement Amendment, a copy of which is filed hereto
as Exhibit3.1 and is incorporated herein by reference.

On March30, 2017, the Partnership issued a press release relating
to the pricing of the offering of the Preferred Units as
contemplated under the Purchase Agreement. A copy of the press
release is furnished as Exhibit 99.1 hereto.

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 down -0.63 at 23.56 with 834,813 shares trading hands.