DALLAS, Oct. 20, 2021 /PRNewswire/ -- Sunoco LP
("Sunoco") (NYSE: SUN), today announced the early tender
results as of 5:00 p.m., New York City time, on October 19, 2021 (the "Early Tender
Deadline") of its previously announced tender offer (the
"Tender Offer") to purchase for cash any and all of its
outstanding 5.500% senior notes due 2026 (the "Notes").
In connection with the Tender Offer, Sunoco also announced the
results as of the Early Tender Deadline of its previously announced
solicitation of consents (the "Consents") from holders of
the Notes (the "Consent Solicitation") to the proposed
amendments to the indenture, dated as of January 23, 2018 (as supplemented prior to the
date hereof, the "Indenture"), which governs the Notes,
providing for the shortening of the minimum notice periods under
the Indenture for the optional redemption of the Notes by Sunoco
(the "Proposed Amendments").
The terms and conditions of the Tender Offer and Consent
Solicitation are described in an Offer to Purchase and Consent
Solicitation Statement, dated October 5,
2021 (the "Offer to Purchase and Consent Solicitation
Statement").
The aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline (the
"Early Tender Notes"), as well as the percent of the
aggregate principal amount of Notes outstanding constituting Early
Tender Notes, is set forth in the columns entitled "Aggregate
Principal Amount of Early Tender Notes" and "Percent of Outstanding
Principal Amount Tendered," respectively, in the table below. The
consideration being offered for any such Early Tender Notes
accepted for purchase in the Tender Offer and Consent Solicitation
is also set forth in the table below:
CUSIP
|
Outstanding
Principal
Amount
|
Title of
Notes
|
Aggregate
Principal
Amount of
Early Tender
Notes
|
Percent of
Outstanding
Principal
Amount
Tendered
|
Early
Tender
Payment
(1)(2)
|
Tender Offer
Consideration
(1)(3)(4)
|
Total
Consideration
(1)(3)(5)
|
86765LAL1
|
$800,000,000
|
5.500% Senior
Notes due
2026
|
$670,096,000
|
83.76%
|
$30.00
|
$999.50
|
$1,029.50
|
(1) Per $1,000
principal amount of Early Tender Notes tendered and accepted for
purchase.
(2) Included in the Total Consideration for Early
Tender Notes tendered and accepted for purchase.
(3) Does not include accrued and unpaid interest
that will be paid on the Early Tender Notes accepted for
purchase.
(4) Tender Offer Consideration for Notes tendered
and accepted for purchase after the Early Tender Deadline.
(5) Total Consideration for Notes tendered and
accepted for purchase at or prior to the Early Tender Deadline.
The Tender Offer and Consent Solicitation will expire at
Midnight, New York City time, at
the end of November 2, 2021, unless
extended or earlier terminated by Sunoco (the "Expiration
Date"). No tenders submitted after the Expiration Date will be
valid. Subject to the terms and conditions of the Tender Offer and
Consent Solicitation, holders of the Early Tender Notes will
receive the Total Consideration set forth in the table above, which
includes the Early Tender Payment set forth in the table above.
Holders of Notes tendering their Notes after the Early Tender
Deadline and prior to the Expiration Date will only be eligible to
receive the Tender Offer Consideration set forth in the table
above, which is the Total Consideration less the Early Tender
Payment.
Subject to the satisfaction or waiver of all remaining
conditions to the Tender Offer described in the Offer to Purchase
and Consent Solicitation Statement, Sunoco intends to accept for
purchase all of the Early Tender Notes. The Early Settlement Date
(as defined in the Offer to Purchase and Consent Solicitation
Statement) for the Early Tender Notes is expected to be on
October 20, 2021. Any Notes validly
tendered and related consents validly delivered after the Early
Tender Deadline may not be withdrawn or revoked, except as required
by law. Subject to the satisfaction or waiver of the conditions to
the Tender Offer and Consent Solicitation, Sunoco expects to accept
for purchase any remaining Notes that have been validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date promptly following the Expiration Date
on the Final Settlement Date (as defined in the Offer to Purchase
and Consent Solicitation Statement), which is expected to occur two
business days following the Expiration Date, or as promptly as
practicable thereafter.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the Tender Offer will receive accrued and
unpaid interest on such Notes from the last interest payment date
with respect to such Notes to, but excluding, the Early Settlement
Date or the Final Settlement Date, as applicable.
In addition, because Sunoco received Consents in respect of a
majority of the aggregate principal amount of the Notes then
outstanding (excluding Notes held by Sunoco or its affiliates) (the
"Requisite Consents") as of the Early Tender Deadline,
Sunoco expects to execute and deliver a supplemental indenture to
the Indenture giving effect to the Proposed Amendments promptly
after accepting for purchase the Early Tender Notes on the Early
Settlement Date. The Proposed Amendments are expected to become
operative on the Early Settlement Date, after which Sunoco intends
to issue a notice of redemption to redeem all of the Notes not
purchased pursuant to the Tender Offer and Consent Solicitation on
the Early Settlement Date.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. This press
release shall not constitute a notice of redemption under the
Indenture or an obligation to issue a notice of redemption.
Citigroup Global Markets Inc. and MUFG Securities Americas Inc.
are the dealer managers and solicitation agents (the "Dealer
Managers") in the Tender Offer and Consent Solicitation. D.F.
King & Co., Inc. has been retained to serve as both the
depositary and the information agent (the "Depositary and
Information Agent") for the Tender Offer and Consent
Solicitation. Questions regarding the Tender Offer and Consent
Solicitation should be directed to Citigroup Global Markets Inc. at
(800) 558-3745 (Toll Free) or (212) 723-6106 or MUFG Securities
Americas Inc. at (877) 744-4532 (Toll Free) or (212) 405-7481.
Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and other related materials should be
directed to D.F. King & Co., Inc. at sunoco@dfking.com (email),
(800) 817-5468 (Toll-Free) or (212) 269-5550.
None of Sunoco, its board of directors, the Dealer Managers, the
Depositary and Information Agent, the Trustee under the Indenture
or any of Sunoco's affiliates makes any recommendation as to
whether holders of the Notes should tender any Notes in response to
the Tender Offer and Consent Solicitation. The Tender Offer and
Consent Solicitation are made only by the Offer to Purchase and
Consent Solicitation Statement. The Tender Offer and Consent
Solicitation are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offer and
Consent Solicitation are required to be made by a licensed broker
or dealer, the Tender Offer and Consent Solicitation will be deemed
to be made on behalf of Sunoco by the Dealer Managers or one or
more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
About Sunoco LP
Sunoco LP (NYSE: SUN) is a master limited partnership with core
operations that include the distribution of motor fuel to
approximately 10,000 convenience stores, independent dealers,
commercial customers and distributors located in more than 30
states as well as refined product transportation and terminalling
assets. Sunoco's general partner is owned by Energy Transfer
Operating, L.P., a wholly owned subsidiary of Energy Transfer LP
(NYSE: ET).
Forward-Looking Statements
This news release may include certain statements concerning
expectations for the future that are forward-looking statements as
defined by federal law. Such forward-looking statements are subject
to a variety of known and unknown risks, uncertainties, and other
factors that are difficult to predict and many of which are beyond
management's control. An extensive list of factors that can affect
future results are discussed in Sunoco's Annual Report on Form 10-K
and other documents filed from time to time with the Securities and
Exchange Commission. In addition to the risks and uncertainties
previously disclosed, Sunoco has also been, or may in the future
be, impacted by new or heightened risks related to the COVID-19
pandemic and the recent instability in commodity prices, and cannot
predict the length and ultimate impact of those risks. Sunoco
undertakes no obligation to update or revise any forward-looking
statement to reflect new information or events.
The information contained in this press release is available on
our website at www.sunocolp.com.
Contacts
Scott Grischow
Vice President – Investor Relations and Treasury
(214) 840-5660, scott.grischow@sunoco.com
James Heckler
Director – Investor Relations and Corporate Finance
(214) 840-5415, james.heckler@sunoco.com
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SOURCE Sunoco LP