of 2023 notes accepted for purchase (the "tender oer 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 oer will be oversubscribed and Sunoco, if it accepts 2023 notes in the
tender oer, will accept for purchase tendered 2023 notes on a prorated basis as described in the Oer to
Purchase. Furthermore, if the tender oer 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 oer is subject to the satisfaction or waiver of certain conditions,
including the debt nancing, which are more fully described in the Oer to Purchase. There can be no assurance
such conditions will be satised. 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 oer, (v) extend or terminate the tender oer at any time, or
(vi) otherwise amend the tender oer in any respect.
In the event that the debt nancing is completed but the tender oer 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 nancing 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 oer will
be canceled and holders of such 2023 notes will not be entitled to any payment in connection with such future
Credit Suisse Securities (USA) LLC and Barclays Capital Inc. are acting as lead dealer managers for the tender oer.
The tender agent and information agent for the tender oer is D.F. King & Co., Inc. Questions regarding the tender
oer 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 oer documents may call the information agent, D.F. King & Co., Inc. at (866) 796-6867 (Toll-Free) or (212) 269-
5550, by email at email@example.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 oer to sell,
or a solicitation of an oer to buy any security, including the debt securities oered in the debt nancing (the