Sunoco LP Announces Conditional Redemption and Cash Tender
Oer and Consent Solicitation for Any and All of Its 5.500%
Senior Notes Maturing in 2026
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 oer (the "Tender Oer") to purchase for cash any and all of its outstanding 5.500% senior
notes due 2026 (the "Notes").
In connection with the Tender Oer, 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 Oer and Consent Solicitation are described in
an Oer to Purchase and Consent Solicitation Statement, dated October 5, 2021 (the "Oer to Purchase and
Consent Solicitation Statement"). The following table summarizes the material pricing terms of the Tender Oer.
CUSIP Outstanding
Principal
Amount
Title of
Notes
Early
Tender
Payment
(1)(2)
Tender Oer
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
E l S l D h Fi l S l D ( h d d i h O P h d C S li i i
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Early Settlement Date or the Final Settlement Date (each, as dened in the Oer to Purchase and Consent Solicitation
Statement), as applicable, that will be paid on the Notes accepted for purchase.
(4) Tender Oer 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 Oer 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 Oer, 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 Oer 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 Oer 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 Oer 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 Oer and Consent Solicitation are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Oer to Purchase and Consent Solicitation Statement,
including, among other things, Sunoco consummating the New Debt Financing (as dened in the Oer to
Purchase and Consent Solicitation Statement) on terms satisfactory to it, including having sucient net proceeds
available therefrom, together with cash on hand, that will allow it to purchase the Notes pursuant to the Tender
Oer.
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 aliates)
(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 eect to the Proposed
Amendments, promptly following the receipt of the Requisite Consents. The Supplemental Indenture will become
eective 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 Oer.
Any Notes validly tendered and related Consents validly delivered may be withdrawn or revoked from the Tender
Oer 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.
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Concurrently with the commencement of the Tender Oer 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 Oer 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 oer to sell, or a solicitation of an oer to buy, any security. No oer,
solicitation, or sale will be made in any jurisdiction in which such an oer, 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 Oer 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
Oer and Consent Solicitation. Questions regarding the Tender Oer 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 Oer 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 aliates, makes any recommendation as to whether holders of the Notes
should tender any Notes in response to the Tender Oer and Consent Solicitation. The Tender Oer and Consent
Solicitation are made only by the Oer to Purchase and Consent Solicitation Statement. The Tender Oer 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 Oer and Consent Solicitation are required to be made by a licensed broker or
dealer, the Tender Oer 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 rened product transportation and terminalling assets. Sunoco's general
partner is owned by Energy Transfer LP (NYSE: ET).
Forward-Looking Statements
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This news release may include certain statements concerning expectations for the future that are forward-looking
statements as dened by federal law. 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
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
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SOURCE Sunoco LP
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