$10.00 in cash per $1,000.00 principal amount of Notes, subject to the receipt of the Requisite Consents described
below. The Proposed Amendments will also prohibit the Issuers from optionally redeeming the 2021 Notes and the
2023 Notes until April 15, 2019 and April 1, 2020, respectively, and provide holders the right to require the Issuers
to repurchase the 2021 Notes and the 2023 Notes at 101.563% and 101.594% of the principal amount thereof,
respectively, plus accrued and unpaid interest, if any, on April 15, 2019, in the case of the 2021 Notes and on April 1,
2020, in the case of the 2023 Notes.
The consent fee will be paid to consenting holders promptly after the Expiration Date, subject to the receipt of
consents from holders of at least a majority in aggregate principal amount of the outstanding Notes of a series (the
"Requisite Consents") prior to the Expiration Date, the execution and effectiveness of supplemental indentures
effecting the Proposed Amendments, and other customary conditions described in the Consent Solicitation
Statement. Holders of Notes that do not consent prior to the Expiration Date will not receive a consent fee.
Sunoco also announced today that it has issued a notice of redemption with respect to all $600 million outstanding
principal amount of their 5.500% Senior Notes due 2020 (the "2020 Notes"), subject to the closing of the 7-Eleven
transaction. Sunoco will redeem the 2020 Notes at a price of 102.750% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date. Sunoco expects the closing of the 7-Eleven transaction to
occur in the fourth quarter of 2017, subject to the satisfaction or waiver of customary closing conditions.
Sunoco has retained BofA Merrill Lynch to act as Solicitation Agent in connection with the Consent Solicitations.
Questions about the Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980)
388-4813 (direct). Requests for copies of the Consent Solicitation Statement and related documents, and assistance
relating to the procedures for delivering consents, may be obtained by contacting Ipreo LLC, the Information and
Tabulation Agent, at (888) 593-9546 (toll free) or (212) 849-3880 (banks and brokers).
This press release is neither an offer to purchase or sell securities, a solicitation of an offer to purchase or sell
securities, nor a solicitation of consents, and no recommendation is made as to whether or not holders of Notes
should consent to the adoption of the Proposed Amendments. The Consent Solicitation is not being made to
holders of Notes in any jurisdiction in which the making thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
Sunoco LP (NYSE: SUN) is a master limited partnership that operates 1,353 convenience stores and retail fuel sites
and distributes motor fuel to 7,937 convenience stores, independent dealers, commercial customers and
distributors located in 30 states. Our parent -- Energy Transfer Equity, L.P. (NYSE: ETE) -- owns SUN's general partner
and incentive distribution rights.