DALLAS, Oct. 10, 2017 /PRNewswire/ -- Sunoco LP
("Sunoco") and Sunoco Finance Corp. (collectively, the "Issuers")
today announced the commencement of consent solicitations (the
"Consent Solicitations") to amend the indentures governing their
$800 million aggregate principal
amount of 6.250% Senior Notes due 2021 (CUSIP No. 86765LAF4) (the
"2021 Notes") and their $800 million
aggregate principal amount of 6.375% Senior Notes due
2023 (CUSIP No. 86765LAG2) (the "2023 Notes" and together with
the 2021 Notes, the "Notes").
The Consent Solicitations are being made in accordance with the
terms and subject to the conditions set forth in a Consent
Solicitation Statement dated October 10,
2017 (the "Consent Solicitation Statement"), to holders of
record as of October 6, 2017
(collectively, the "Holders"). The Consent Solicitations will
expire at 5:00 p.m., New York City time, on October 18, 2017, unless extended (the
"Expiration Date").
The purpose of the Consent Solicitations is to permit the
consummation of Sunoco's pending sale of approximately 1,112
company-operated retail fuel outlets to 7-Eleven, Inc. and the sale
of Sunoco's remaining company-operated retail assets located in the
continental United States (the
"Retail Divestiture"). The proposed amendments (the "Proposed
Amendments") to the indentures would also eliminate any requirement
to make a change of control offer at 101% of par or an asset sale
offer at 100% of par as a result of the consummation of the Retail
Divestiture.
Holders who validly deliver and do not validly revoke consents
prior to the Expiration Date will receive a fee of $10.00 in cash per $1,000.00 principal amount of Notes, subject to
the receipt of the Requisite Consents described below. The Proposed
Amendments will also prohibit the Issuers from optionally redeeming
the 2021 Notes and the 2023 Notes until April 15, 2019 and April
1, 2020, respectively, and provide holders the right to
require the Issuers to repurchase the 2021 Notes and the 2023 Notes
at 101.563% and 101.594% of the principal amount thereof,
respectively, plus accrued and unpaid interest, if any, on
April 15, 2019, in the case of the
2021 Notes and on April 1, 2020, in
the case of the 2023 Notes.
The consent fee will be paid to consenting holders promptly
after the Expiration Date, subject to the receipt of consents from
holders of at least a majority in aggregate principal amount of the
outstanding Notes of a series (the "Requisite Consents") prior to
the Expiration Date, the execution and effectiveness of
supplemental indentures effecting the Proposed Amendments, and
other customary conditions described in the Consent Solicitation
Statement. Holders of Notes that do not consent prior to the
Expiration Date will not receive a consent fee.
Sunoco also announced today that it has issued a notice of
redemption with respect to all $600
million outstanding principal amount of their 5.500% Senior
Notes due 2020 (the "2020 Notes"), subject to the closing of the
7-Eleven transaction. Sunoco will redeem the 2020 Notes at a price
of 102.750% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date. Sunoco expects the closing
of the 7-Eleven transaction to occur in the fourth quarter of 2017,
subject to the satisfaction or waiver of customary closing
conditions.
Sunoco has retained BofA Merrill Lynch to act as Solicitation
Agent in connection with the Consent Solicitations. Questions about
the Consent Solicitation may be directed to BofA Merrill Lynch at
(888) 292-0070 (toll free) or (980) 388-4813 (direct). Requests for
copies of the Consent Solicitation Statement and related documents,
and assistance relating to the procedures for delivering consents,
may be obtained by contacting Ipreo LLC, the Information and
Tabulation Agent, at (888) 593-9546 (toll free) or (212) 849-3880
(banks and brokers).
This press release is neither an offer to purchase or sell
securities, a solicitation of an offer to purchase or sell
securities, nor a solicitation of consents, and no recommendation
is made as to whether or not holders of Notes should consent to the
adoption of the Proposed Amendments. The Consent Solicitation is
not being made to holders of Notes in any jurisdiction in which the
making thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
About Sunoco
Sunoco LP (NYSE: SUN) is a master limited partnership that
operates 1,353 convenience stores and retail fuel sites and
distributes motor fuel to 7,937 convenience stores, independent
dealers, commercial customers and distributors located in 30
states. Our parent -- Energy Transfer Equity, L.P. (NYSE: ETE) --
owns SUN's general partner and incentive distribution rights.
Forward-Looking Statements
This press release may include certain statements concerning
expectations for the future that are forward-looking statements as
defined by federal law, including statements with respect to our
ability to consummate the Retail Divestiture, Consent Solicitations
and redemption of 2020 Notes and the timing of such transactions.
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 the Partnership's Annual Report on Form
10-K and other documents filed from time to time with the
Securities and Exchange Commission. The Partnership 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
Investors:
Scott Grischow, Senior Director –
Investor Relations and Treasury
(214) 840-5660, scott.grischow@sunoco.com
Derek Rabe, Senior Analyst –
Investor Relations and Finance
(214) 840-5553, derek.rabe@sunoco.com
Media:
Alyson Gomez, Director –
Communications
(469) 646-1758, alyson.gomez@sunoco.com
Jeamy Molina, Senior Manager – PR
& Communications
(469) 646-1776, jeamy.molina@sunoco.com
View original content with
multimedia:http://www.prnewswire.com/news-releases/sunoco-lp-and-sunoco-finance-corp-announce-commencement-of-consent-solicitations-relating-to-its-6250-senior-notes-due-2021-and-6375-senior-notes-due-2023-300534443.html
SOURCE Sunoco LP