DALLAS, Oct. 5, 2021 /PRNewswire/ -- Sunoco LP
("Sunoco") (NYSE: SUN), a master limited partnership engaged in the
distribution of motor fuels to independent dealers, distributors,
and other customers and the distribution of motor fuels to end
customers at retail sites operated by commission agents, today
announced that it has commenced a 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 is also soliciting
(the "Consent Solicitation") from holders of the Notes consents
(the "Consents") to proposed amendments to the indenture, dated as
of January 23, 2018 (as supplemented
as of 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 following table summarizes
the material pricing terms of the Tender Offer.
CUSIP
|
Outstanding
Principal
Amount
|
Title of
Notes
|
Early
Tender
Payment(1)(2)
|
Tender Offer
Consideration (1)(3)(4)
|
Total
Consideration (1)(3)(5)
|
86765LAL1
|
$800,000,000.00
|
5.500%
Senior Notes
due 2026
|
$30.00
|
$999.50
|
$1,029.50
|
(1)
|
Per $1,000 principal
amount of Notes tendered and accepted for purchase.
|
|
|
(2)
|
Included in the Total
Consideration for Notes tendered and accepted for purchase on or
prior to the Early Tender Deadline.
|
|
|
(3)
|
Does not include
accrued and unpaid interest from the last date on which interest
has been paid to, but excluding, the Early Settlement Date or the
Final Settlement Date (each, as defined in the Offer to Purchase
and Consent Solicitation Statement), as applicable, that will be
paid on the 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, holders of
Notes that are validly tendered (and not validly withdrawn) on or
prior to 5:00 p.m., New York City time, on October 19, 2021 (such date and time, as it may
be extended, the "Early Tender Deadline") and accepted for purchase
pursuant to the Tender Offer will be eligible to 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.
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.
The consummation of the Tender Offer and Consent Solicitation
are subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase and Consent
Solicitation Statement, including, among other things, Sunoco
consummating the New Debt Financing (as defined in the Offer to
Purchase and Consent Solicitation Statement) on terms satisfactory
to it, including having sufficient net proceeds available
therefrom, together with cash on hand, that will allow it to
purchase the Notes pursuant to the Tender Offer.
In order for the Proposed Amendments to be adopted, Consents
must be received in respect of at least a majority of the aggregate
principal amount of the Notes then outstanding (excluding Notes
held by Sunoco or its affiliates) (the "Requisite Consents").
Assuming receipt of the Requisite Consents, Sunoco expects to
execute and deliver a supplemental indenture (the "Supplemental
Indenture") to the Indenture giving effect to the Proposed
Amendments, promptly following the receipt of the Requisite
Consents. The Supplemental Indenture will become effective upon
execution, but will provide that the Proposed Amendments will not
become operative until Sunoco accepts for purchase the Notes
satisfying the Requisite Consents in the Tender Offer.
Any Notes validly tendered and related Consents validly
delivered may be withdrawn or revoked from the Tender Offer and the
Consent Solicitation on or prior to the Early Tender Deadline. Any
Notes validly tendered and related Consents validly delivered on or
prior to the Early Tender Deadline that are not validly withdrawn
or validly revoked prior to the Early Tender Deadline may not be
withdrawn or revoked thereafter, except as required by law. In
addition, 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.
Concurrently with the commencement of the Tender Offer and the
Consent Solicitation and conditioned upon the receipt of the net
proceeds from the New Debt Financing, Sunoco issued a notice of
redemption for any Notes that remain outstanding following the
consummation or termination of the Offer and the Consent
Solicitation. Any such redemption would be made in accordance with
the terms of the Indenture, which provides for a redemption price
equal to 102.750%, plus accrued and unpaid interest thereon to the
redemption date. In addition, assuming the execution and delivery
of the Supplemental Indenture, Sunoco currently intends, in
accordance with the terms and conditions of the Indenture, as may
be amended as a result of the Proposed Amendments, to issue a
notice of redemption to the holders of any outstanding Notes on the
Early Settlement Date, if any, although Sunoco has no legal
obligation to do so and the selection of any particular redemption
date is in its discretion. These statements shall not constitute a
notice of any such redemptions under the Indenture. Any such
notice, if made, will only be made in accordance with the
provisions of the Indenture.
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.
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 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 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
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
View original content to download
multimedia:https://www.prnewswire.com/news-releases/sunoco-lp-announces-conditional-redemption-and-cash-tender-offer-and-consent-solicitation-for-any-and-all-of-its-5-500-senior-notes-maturing-in-2026--301392813.html
SOURCE Sunoco LP