DALLAS, April 16,
2024 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco")
today announced that it has priced at 100% a private offering (the
"offering") of 7.000% senior notes due 2029 in an aggregate
principal amount of $750 million (the
"2029 notes") and 7.250% senior notes due 2032 in an aggregate
principal amount of $750 million (the
"2032 notes," and collectively with the 2029 notes, the "notes").
The sale of the notes is expected to settle on April 30, 2024, subject to the satisfaction of
customary closing conditions.
Sunoco intends to use the net proceeds from the offering to (i)
repay certain outstanding indebtedness of NuStar Energy L.P., a
Delaware limited partnership
("NuStar"), in connection with a pending merger between Sunoco and
NuStar (the "NuStar Merger"), (ii) fund the redemption of NuStar's
preferred units in connection with the NuStar Merger and (iii) pay
offering fees and expenses. This offering is not contingent on the
completion of the NuStar Merger.
If (x) the consummation of the NuStar Merger does not occur on
or before April 22, 2025 (the
"Outside Date"); or (y) prior thereto, Sunoco notifies the trustee
in writing that (a) the Agreement and Plan of Merger, dated as of
January 22, 2024, among NuStar,
Sunoco, and certain of their respective affiliates, has been
terminated, (b) Sunoco will not pursue the consummation of the
NuStar Merger or (c) Sunoco has determined in its sole discretion
that the NuStar Merger cannot or is not reasonably likely to be
completed by the Outside Date, the notes will be subject to a
special mandatory redemption at a price equal to 100% of the
initial issue price of the notes to be redeemed plus accrued and
unpaid interest to, but not including, the payment date of such
mandatory redemption.
The offering of the notes has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and, unless so registered, the notes may not
be offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Sunoco plans
to offer and sell the notes only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons in transactions outside
the United States pursuant to
Regulation S under the Securities Act.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the notes or any other securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of, the notes or any other securities in any jurisdiction
in which such offer, solicitation or sale is unlawful prior to the
registration or qualification under the securities laws of any such
state or 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 40 U.S.
states and territories as well as refined product transportation
and terminalling assets in the U.S. and Europe. 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, including without limitation statements
regarding the offering. 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, the Registration Statement and the Proxy Statement/Prospectus
(each as defined below) and other documents filed from time to time
with the Securities and Exchange Commission (the "SEC"). Sunoco
undertakes no obligation to update or revise any forward-looking
statement to reflect new information or events.
Important Information about the Transaction and Where to Find
It
In connection with the NuStar Merger, on March 20, 2024, Sunoco filed a registration
statement on Form S-4/A (as amended, the "Registration Statement")
that includes a prospectus with respect to Sunoco's units to be
issued in the NuStar Merger and a proxy statement for NuStar's
common unitholders (as amended, the "Proxy Statement/Prospectus"),
and each party may file other documents regarding the NuStar Merger
with the SEC. NuStar mailed the definitive Proxy
Statement/Prospectus to common unitholders of NuStar and filed with
the SEC on April 3, 2024. This
communication is not a substitute for the Registration Statement,
Proxy Statement/Prospectus or any other document that Sunoco or
NuStar (as applicable) may file with the SEC in connection with the
NuStar Merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF SUNOCO AND NUSTAR ARE URGED TO
READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE NUSTAR MERGER AND RELATED MATTERS. Investors
and security holders may obtain free copies of the Registration
Statement and the Proxy statement/Prospectus (when they become
available), as well as other filings containing important
information about Sunoco or NuStar, without charge at the SEC's
website, at http://www.sec.gov. Copies of the documents filed with
the SEC by Sunoco will be available free of charge on Sunoco's
website at www.sunocolp.com. Copies of the documents filed with the
SEC by NuStar will be available free of charge on NuStar's website
at www.nustarenergy.com. The information included on, or accessible
through, Sunoco's or NuStar's website is not incorporated by
reference into this communication.
Participants in the Solicitation
Sunoco, NuStar and the directors and certain executive officers
of their respective general partners may be deemed to be
participants in the solicitation of proxies in respect of the
NuStar Merger. Information about the directors and executive
officers of NuStar's general partner is set forth in (i) its proxy
statement for its 2024 annual meeting of unitholders
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0001110805/000111080524000010/ns-20240306.htm),
which was filed with the SEC on March 6,
2024, including under the sections entitled "Information
About Our Executive Officers", "Compensation Discussion and
Analysis", "Summary Compensation Table", "Pay Ratio", "Grants of
Plan-Based Awards During the Year Ended December 31, 2023", "Outstanding Equity Awards at
December 31, 2023", "Option Exercises
and Units Vested During the Year Ended December 31, 2023", "Pension Benefits for the
Year Ended December 31, 2023",
"Nonqualified Deferred Compensation for the Year Ended December 31, 2023", "Potential Payments Upon
Termination or Change of Control", "Pay Versus Performance",
"Director Compensation" and "Security Ownership", (ii) in its
Annual Report on Form 10-K for the year ended December 31, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0001110805/000111080524000007/ns-20231231.htm),
which was filed with the SEC on February 22,
2024, including under the sections entitled "Item. 10.
Directors, Executive Officers and Corporate Governance," "Item 11.
Executive Compensation," "Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Unitholder Matters"
and "Item 13. Certain Relationships and Related Transactions, and
Director Independence" and (iii) subsequent statements of changes
in beneficial ownership on file with the SEC. Information about the
directors and executive officers of Sunoco's general partner is set
forth in (i) its Annual Report on Form 10-K for the year ended
December 31, 2023
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1552275/000155227524000013/sun-20231231.htm),
which was filed with the SEC on February 16,
2024, including under the sections entitled "Item. 10.
Directors, Executive Officers and Corporate Governance," "Item 11.
Executive Compensation," "Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Unitholder Matters"
and "Item 13. Certain Relationships and Related Transactions, and
Director Independence" and (ii) subsequent statements of changes in
beneficial ownership on file with the SEC. Additional information
regarding the participants in the proxy solicitation and a
description of their direct or indirect interests, by security
holdings or otherwise, will be contained in the Proxy
statement/Prospectus and other relevant materials filed with the
SEC when they become available.
Contacts
Scott Grischow
Treasurer, Senior Vice President – Finance
(214) 840-5660, scott.grischow@sunoco.com
Vicki Granado
Vice President – Corporate Communications / Media Relations
(214) 981-0761, vicki.granado@sunoco.com
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SOURCE Sunoco LP