Sunoco LP Announces Early Tender Results of Conditional Cash
Tender Oer and Consent Solicitation for Any and All of its
5.500% Senior Notes Maturing in 2026 and Receipt of Requisite
Consents
DALLAS, Oct. 20, 2021 /PRNewswire/ -- Sunoco LP ("Sunoco") (NYSE: SUN), today announced the early tender
results as of 5:00 p.m., New York City time, on October 19, 2021 (the "Early Tender Deadline") of its previously
announced 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 also announced the results as of the Early Tender Deadline of its
previously announced solicitation of consents (the "Consents") from holders of the Notes (the "Consent
Solicitation") to the proposed amendments to the indenture, dated as of January 23, 2018 (as supplemented prior
to 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The aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline (the "Early Tender Notes"), as well as the percent of the aggregate principal amount of Notes
outstanding constituting Early Tender Notes, is set forth in the columns entitled "Aggregate Principal Amount of
Early Tender Notes" and "Percent of Outstanding Principal Amount Tendered," respectively, in the table below.
The consideration being oered for any such Early Tender Notes accepted for purchase in the Tender Oer and
Consent Solicitation is also set forth in the table below:
CUSIP
Outstanding
Principal
Amount Title of Notes
Aggregate
Principal
Amount of
Early Tender
Notes
Percent of
Outstanding
Principal
Amount
Tendered
Early
Tender
Payment
(1)(2)
Tender Oer
Consideration
(1)(3)(4)
Total
Consideration
(1)(3)(5)
86765LAL1
$800,000,000 5.500% Senior
Notes due
2026
$670,096,000 83.76% $30.00 $999.50 $1,029.50
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(1) Per $1,000 principal amount of Early Tender Notes tendered and accepted for purchase.
(2) Included in the Total Consideration for Early Tender Notes tendered and accepted for purchase.
(3) Does not include accrued and unpaid interest that will be paid on the Early Tender 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 and Consent Solicitation,
holders of the Early Tender Notes will 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.
Subject to the satisfaction or waiver of all remaining conditions to the Tender Oer described in the Oer to
Purchase and Consent Solicitation Statement, Sunoco intends to accept for purchase all of the Early Tender Notes.
The Early Settlement Date (as dened in the Oer to Purchase and Consent Solicitation Statement) for the Early
Tender Notes is expected to be on October 20, 2021. 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. Subject to
the satisfaction or waiver of the conditions to the Tender Oer and Consent Solicitation, Sunoco expects to accept
for purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early
Tender Deadline and at or prior to the Expiration Date promptly following the Expiration Date on the Final
Settlement Date (as dened in the Oer to Purchase and Consent Solicitation Statement), which is expected to
occur two business days following the Expiration Date, or as promptly as practicable thereafter.
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.
In addition, because Sunoco received Consents in respect of a majority of the aggregate principal amount of the
Notes then outstanding (excluding Notes held by Sunoco or its aliates) (the "Requisite Consents") as of the Early
Tender Deadline, Sunoco expects to execute and deliver a supplemental indenture to the Indenture giving eect
to the Proposed Amendments promptly after accepting for purchase the Early Tender Notes on the Early
Settlement Date. The Proposed Amendments are expected to become operative on the Early Settlement Date,
after which Sunoco intends to issue a notice of redemption to redeem all of the Notes not purchased pursuant to
the Tender Oer and Consent Solicitation on the Early Settlement Date.
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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.
This press release shall not constitute a notice of redemption under the Indenture or an obligation to issue a
notice of redemption.
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 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. 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 instability 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.
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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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