DALLAS, Nov. 9, 2020 /PRNewswire/ -- Sunoco LP
(NYSE: SUN) ("Sunoco") today announced that it has commenced a cash
tender offer (the "tender offer") to purchase up to $500.0 million aggregate principal amount (as it
may be increased, the "tender cap") of its outstanding 4.875%
Senior Notes due 2023 (CUSIP Nos. 86765LAH0, U86759AE4 and
86765LAJ6) (the "2023 notes"). Sunoco intends to fund the tender
offer, including accrued interest and fees and expenses payable in
connection with the tender offer, with the net proceeds of its
separately announced proposed offering of $500.0 million of debt securities (the "debt
financing"), together with cash on hand. The tender offer is being
made upon the terms and subject to the conditions described in
Sunoco's Offer to Purchase dated November 9,
2020 (the "Offer to Purchase"). The tender offer will expire
at 11:59 p.m., New York City time, on December 8, 2020, unless extended or earlier
terminated by Sunoco (such time and date, the "expiration date").
Tenders of 2023 notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on November 23, 2020 (the "withdrawal time"), unless
extended by Sunoco. 2023 notes tendered after the withdrawal time
may not be withdrawn thereafter except in certain limited
circumstances where additional withdrawal rights are required by
law. Holders of 2023 notes are urged to carefully read the Offer to
Purchase.
Certain information regarding the 2023 notes and the terms of
the tender offer is summarized in the table below.
|
|
|
|
Per $1,000 Principal
Amount
|
Title of
Security
|
CUSIP Nos.
|
Outstanding
Principal
Amount
|
Tender Cap
|
Tender Offer
Consideration
|
Early
Tender
Payment
|
Total
Consideration
|
4.875%
Senior
Notes
due 2023
|
86765LAH0/
U86759AE4/
86765LAJ6
|
$1,000,000,000
|
$500,000,000
|
$987.50
|
$30.00
|
$1,017.50
|
Subject to the terms of the tender offer, holders who validly
tender their 2023 notes (and do not validly withdraw their 2023
notes) prior to 5:00 p.m.,
New York City time, on
November 23, 2020, unless extended by
Sunoco (such time and date, the "early tender deadline"), and whose
2023 notes are accepted for purchase, will be entitled to receive
$1,017.50, payable in cash, for each
$1,000 principal amount of 2023 notes
accepted for payment (the "total consideration"), which amount
includes an early tender payment of $30.00 per $1,000
principal amount (the "early tender payment"). Holders who validly
tender their 2023 notes after the early tender deadline but on or
prior to the expiration date will be entitled to receive
$987.50, payable in cash, for each
$1,000 principal amount of 2023 notes
accepted for purchase (the "tender offer consideration").
In addition to payments made for 2023 notes purchased, Sunoco
will pay accrued and unpaid interest from the most recent interest
payment date for the 2023 notes to, but not including, the
applicable payment date for such 2023 notes accepted for purchase.
2023 notes accepted for purchase that are validly tendered prior to
the early tender deadline are expected to receive payment on or
shortly after November 24, 2020, but
the date of such payment is subject to change without notice. 2023
notes accepted for purchase that are validly tendered after the
early tender deadline but on or before the expiration date are
expected to receive payment on or shortly after December 9, 2020, if necessary, but the date of
such payment is subject to change without notice.
If the purchase of all validly tendered 2023 notes would cause
Sunoco to purchase a principal amount greater than the tender cap,
then the tender offer will be oversubscribed and Sunoco, if it
accepts 2023 notes in the tender offer, will accept for purchase
tendered 2023 notes on a prorated basis as described in the Offer
to Purchase. Furthermore, if the tender offer is fully subscribed
as of the early tender deadline, holders who validly tender 2023
notes following the early tender deadline will not have any of
their 2023 notes accepted for payment.
Sunoco's obligation to consummate the tender offer is subject to
the satisfaction or waiver of certain conditions, including the
debt financing, which are more fully described in the Offer to
Purchase. There can be no assurance such conditions will be
satisfied. Sunoco reserves the right, subject to applicable law,
to: (i) delay accepting 2023 notes, (ii) extend the early tender
deadline, the withdrawal time or the expiration date, (iii)
increase the tender cap, (iv) waive any and all conditions to the
tender offer, (v) extend or terminate the tender offer at any time,
or (vi) otherwise amend the tender offer in any respect.
In the event that the debt financing is completed but the tender
offer is not fully subscribed at an amount equal to the tender cap
(as such tender cap may be increased or decreased) as of the
expiration date, Sunoco intends to use the remaining net proceeds
from the debt financing to redeem, subject to certain conditions,
the 2023 notes in part (the "redemption"). Sunoco expects the
redemption date (if it occurs) to be on or after January 15, 2020 at the then-applicable
redemption price of 101.219% of such principal amount of the 2023
notes, plus accrued and unpaid interest to, but not including, the
redemption date. 2023 notes acquired by Sunoco in the tender offer
will be canceled and holders of such 2023 notes will not be
entitled to any payment in connection with such future
redemption.
Credit Suisse Securities (USA)
LLC and Barclays Capital Inc. are acting as lead dealer managers
for the tender offer. The tender agent and information agent for
the tender offer is D.F. King & Co., Inc. Questions regarding
the tender offer may be directed to Credit Suisse Securities
(USA) LLC at (800) 820-1653
(Toll-free) or (212) 538-2417 or Barclays Capital Inc. at (800)
438-3242 (Toll-free) or (212) 528-7581. Holders who would like
additional copies of the offer documents may call the information
agent, D.F. King & Co., Inc. at (866) 796-6867 (Toll-Free) or
(212) 269-5550, by email at sunoco@dfking.com.
This press release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of the indenture governing the 2023 notes, nor does it
constitute an offer to sell, or a solicitation of an offer to buy
any security, including the debt securities offered in the debt
financing (the "new notes"), nor does it constitute a solicitation
for an offer to purchase any security, including the new notes or
the 2023 notes. The tender offer is being made solely by means of
the Offer to Purchase, which sets forth the complete terms and
conditions of the tender offer. The tender offer is not being made
to holders of 2023 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.
About Sunoco LP
Sunoco LP 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. SUN'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, including without limitation statements
regarding the tender offer and the concurrent debt financing. 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 decline 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
Investors:
Scott Grischow, Vice President –
Investor Relations and Treasury
(214) 840-5660, scott.grischow@sunoco.com
Derek Rabe, CFA, Manager –
Investor Relations, Strategy and Growth
(214) 840-5553, derek.rabe@sunoco.com
Media:
Alexis Daniel, Manager –
Communications
(214) 981-0739, alexis.daniel@sunoco.com
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SOURCE Sunoco LP