Sunoco LP Announces Cash Tender Oer for Up To $500 Million
of its 4.875% Senior Notes due 2023
DALLAS, Nov. 9, 2020 /PRNewswire/ --Sunoco LP (NYSE: SUN) ("Sunoco") today announced that it has commenced
a cash tender oer (the "tender oer") 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 oer, including accrued interest and fees
and expenses payable in connection with the tender oer, with the net proceeds of its separately announced
proposed oering of $500.0 million of debt securities (the "debt nancing"), together with cash on hand. The
tender oer is being made upon the terms and subject to the conditions described in Sunoco's Oer to Purchase
dated November 9, 2020 (the "Oer to Purchase"). The tender oer 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 Tenders of 2023 notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November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not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are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 Oer to Purchase.
Certain information regarding the 2023 notes and the terms of the tender oer is summarized in the table below.
Per $1,000 Principal Amount
Title of
Security CUSIP Nos.
Outstanding
Principal
Amount Tender Cap
Tender Oer
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 oer, 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
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of 2023 notes accepted for purchase (the "tender oer 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 oer will be oversubscribed and Sunoco, if it accepts 2023 notes in the
tender oer, will accept for purchase tendered 2023 notes on a prorated basis as described in the Oer to
Purchase. Furthermore, if the tender oer 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 oer is subject to the satisfaction or waiver of certain conditions,
including the debt nancing, which are more fully described in the Oer to Purchase. There can be no assurance
such conditions will be satised. 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 oer, (v) extend or terminate the tender oer at any time, or
(vi) otherwise amend the tender oer in any respect.
In the event that the debt nancing is completed but the tender oer 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 oer 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 oer.
The tender agent and information agent for the tender oer is D.F. King & Co., Inc. Questions regarding the tender
oer 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 oer 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 oer to sell,
or a solicitation of an oer to buy any security, including the debt securities oered in the debt nancing (the
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"new notes"), nor does it constitute a solicitation for an oer to purchase any security, including the new notes or
the 2023 notes. The tender oer is being made solely by means of the Oer to Purchase, which sets forth the
complete terms and conditions of the tender oer. The tender oer 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 rened 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 dened by federal law, including without limitation statements regarding the tender oer and the
concurrent debt nancing. Such forward-looking statements are subject to a variety of known and unknown risks,
uncertainties, and other factors that are dicult to predict and many of which are beyond management's control.
An extensive list of factors that can aect future results are discussed in Sunoco's Annual Report on Form 10-K
and other documents led 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 reect 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
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