Sunoco LP Announces Expiration and Final Results of Private Exchange Offers and Consent Solicitations for Outstanding Notes of Parkland Corporation

Rhea-AI Summary

Sunoco (NYSE: SUN) announced on November 5, 2025 the final results of private exchange offers and consent solicitations for Parkland-issued Canadian and U.S. dollar notes.

Sunoco reported C$1,474,777,000 (≈92.2%) of PKI CAD Notes and US$2,579,839,000 (≈99.2%) of PKI USD Notes validly tendered. Sunoco completed its acquisition of Parkland on October 31, 2025, and Parkland will become a Sunoco subsidiary.

Accepted PKI Notes will exchange for New Notes with substantially identical interest rates and maturities; PKI Amending Supplemental Indentures will remove most restrictive covenants, certain defaults, the financial reporting covenant and the change-of-control purchase offer. Settlement is expected on November 7, 2025. New Notes remain unregistered and subject to transfer restrictions.

Positive

• PKI USD Notes tendered: US$2,579,839,000 (99.2%)
• PKI CAD Notes tendered: C$1,474,777,000 (92.2%)
• Completed acquisition of Parkland on October 31, 2025
• Expected Settlement Date for exchanges: November 7, 2025

Negative

• Proposed amendments remove most restrictive covenants
• Elimination of financial reporting covenant and certain Events of Default
• Removal of change-of-control offer obligation for PKI Notes
• New Notes are unregistered and face transfer and resale restrictions

Insights

Credit Structuring Expert

Sunoco completed high‑takeup exchange offers to replace Parkland notes with Sunoco notes while removing multiple covenants.

Sunoco will exchange tendered Parkland notes for substantially identical New Notes issued by Sunoco and cash, with settlement expected on November 7, 2025. Holders representing C$1,474,777,000 (about 92.2%) of PKI CAD Notes and US$2,579,839,000 (about 99.2%) of PKI USD Notes validly tendered, satisfying majority and series consent thresholds to implement the Proposed Amendments.

The business effect transfers obligations from Parkland to Sunoco via replacement notes while removing from the PKI Indentures substantially all restrictive covenants, certain default triggers, the financial reporting covenant and the change‑of‑control purchase right. This reduces contractual protections for noteholders and centralizes liability within Sunoco, but the New Notes carry substantially identical economic terms (rates, payment dates, maturities and redemption mechanics).

Key dependencies and risks include the effectiveness of the PKI Amending Supplemental Indentures only upon Settlement and the loss of covenants that previously constrained issuer actions; these are explicit facts here. Monitor the Settlement Date (Nov 7, 2025), the exact execution of the supplemental indentures, and any trustee notices or supplementary disclosure about transfer restrictions and resale limitations. Also watch for finalization of exchange consideration and any post‑settlement communications about enforcement mechanisms or reporting frequency.

DALLAS, Nov. 5, 2025 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco") today announced the expiration and final results of its previously announced private exchange offers of outstanding Canadian dollar denominated notes (collectively, "PKI CAD Notes") and U.S. dollar denominated notes (collectively, "PKI USD Notes" and, together with the PKI CAD Notes, the "PKI Notes") previously issued by Parkland Corporation ("Parkland") for new notes to be issued by Sunoco (the "New Notes") and cash (collectively, the "Exchange Offers") and related consent solicitations (collectively, the "Consent Solicitations") to adopt the Proposed Amendments (as defined below) to the PKI Indentures (as defined below), commenced by Sunoco on October 6, 2025. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on November 4, 2025.

The below tables reflect that C$1,474,777,000 in aggregate principal amount of the PKI CAD Notes, representing approximately 92.2% of the total outstanding principal amount of the PKI CAD Notes and at least a majority of each series of PKI CAD Notes outstanding, and US$2,579,839,000 in aggregate principal amount of the PKI USD Notes, representing approximately 99.2% of the total outstanding principal amount of the PKI USD Notes and at least a majority of each series of PKI USD Notes outstanding, have been validly tendered and not validly withdrawn:

Title of Series of PKI CAD Notes	CUSIP No.	Principal Amount Tendered	Percentage of Aggregate Principal Amount Tendered
3.875% Senior Notes due 2026	70137WAJ7 (Unrestricted) 70137WAK4 (Restricted)	C$549,406,000	91.6 %
6.000% Senior Notes due 2028	70137WAB4 (Unrestricted) 70137WAA6 (Restricted)	C$380,785,000	95.2 %
4.375% Senior Notes due 2029	70137WAF5 (Unrestricted) 70137WAE8 (Restricted)	C$544,586,000	90.8 %
	Total:	C$1,474,777,000	92.2 %

 

Title of Series of PKI USD Notes	CUSIP No.	Principal Amount Tendered	Percentage of Aggregate Principal Amount Tendered
5.875% Senior Notes due 2027	70137TAP0 (144A) C71968AB4 (Reg. S)	US$498,854,000	99.8 %
4.500% Senior Notes due 2029	70137WAG3 (144A) C7196GAA8 (Reg. S)	US$789,974,000	98.8 %
4.625% Senior Notes due 2030	70137WAL2 (144A) C7196GAB6 (Reg. S)	US$798,252,000	99.8 %
6.625% Senior Notes due 2032	70137WAN8 (144A) C7196GAC4 (Reg. S)	US$492,759,000	98.6 %
	Total:	US$2,579,839,000	99.2 %

As previously announced on October 21, 2025, as of 5:00 p.m., New York City time, on October 20, 2025, Sunoco received the requisite consents from Eligible Holders (as defined below) of each series of PKI Notes to amend the PKI Notes of each series and related indenture and supplemental indentures under which they were issued (as supplemented, collectively, the "PKI Indentures" and each, a "PKI Indenture").

As previously announced, on October 31, 2025, Sunoco completed its acquisition of all of the issued and outstanding common shares of Parkland. As a result, Parkland is now a wholly owned subsidiary of Sunoco.  

Parkland is expected to enter into supplemental indentures to the PKI Indentures (collectively, the "PKI Amending Supplemental Indentures") implementing certain proposed amendments to, among other things, eliminate from each PKI Indenture, as it relates to each series of PKI Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an "Event of Default," (iii) the financial reporting covenant and (iv) the offer to purchase notes upon a "Change of Control" (collectively, the "Proposed Amendments"). The PKI Amending Supplemental Indentures will be effective upon execution but will only become operative upon the Settlement Date (as defined below) of the applicable Exchange Offer.

PKI Notes validly tendered and not validly withdrawn and that are accepted for exchange will be exchanged for New Notes on the Settlement Date, and the applicable consideration will be paid to the Eligible Holders of such PKI Notes on such date.

Withdrawal rights for the Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on October 20, 2025. Holders may no longer withdraw tendered PKI Notes or revoke consents, except as required by applicable law.

The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential exchange offer memorandum and consent solicitation statement for the PKI CAD Notes, dated as of October 6, 2025 (the "CAD Exchange Offer Memorandum"), and the confidential exchange offer memorandum and consent solicitation statement for the PKI USD Notes, dated as of October 6, 2025 (the "USD Exchange Offer Memorandum" and together with the CAD Exchange Offer Memorandum, each an "Exchange Offer Memorandum" and collectively, the "Exchange Offer Memoranda"), each as amended by Sunoco's press release dated October 21, 2025. The settlement date of the Exchange Offers and Consent Solicitations (the "Settlement Date") is expected to occur on November 7, 2025.

Each series of New Notes will have substantially identical interest rates, interest payment dates, maturity dates and redemption terms as the corresponding series of PKI Notes. The first interest payment on any New Notes will include the accrued and unpaid interest on the PKI Notes tendered in exchange therefor so that a tendering Eligible Holder will receive the same interest payment it would have received had its PKI Notes not been tendered in the Exchange Offers and Consent Solicitations; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of PKI Notes equal to the aggregate principal amount of New Notes an Eligible Holder receives.

This news release is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The New Notes offered in the Exchange Offers have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws and no prospectus will be filed under applicable securities laws in any of the provinces or territories of Canada. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The New Notes may not be offered or sold in the United States or to any "U.S. persons" (as such term is defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Only persons who properly complete and return the eligibility certification (the "Eligibility Letter"), which is available from the Information Agent (as defined below), certifying that they are (i) if such person is located in the United States, a "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act ("QIBs") or (ii) if such person is located outside of the United States, such person is not a U.S. person and (if a resident in Canada) a "non-U.S. qualified offeree" (such persons, "USD Exchange Eligible Holders") are authorized to receive and review the respective USD Exchange Offer Memorandum. Only USD Exchange Eligible Holders who have completed and returned an Eligibility Letter, available from the Information Agent, are authorized to receive or review the USD Exchange Offer Memorandum or to participate in the Exchange Offers and Consent Solicitations applicable to the PKI USD Notes.

Only (i) QIBs, (ii) non-U.S. persons that are outside of the United States within the meaning of Regulation S under the Securities Act or (iii) non-U.S. persons that are resident in Canada and an "accredited investor" (as such term is defined in National Instrument 45-106 – Prospectus Exemptions) and, in the case of a purchaser resident in Ontario, subsection 73.3(1) of the Securities Act (Ontario), without being an individual unless such individual is also a "permitted client" as such term is defined in National Instrument 31-103 – ‎Registration Requirements, Exemptions, and Ongoing Registrant Obligations (such persons, the "CAD Exchange Eligible Holders" and, together with the USD Exchange Eligible Holders, the "Eligible Holders") are eligible to participate in the Exchange Offers and Consent Solicitations applicable to the PKI CAD Notes.

Holders who desire to obtain a copy of the Eligibility Letter should contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offers and Consent Solicitations (the "Information Agent"), at (800) 967-7635 (toll-free) or (212) 269-5550 (banks and brokers), at www.dfking.com/parkland or by email at parkland@dfking.com. D.F. King & Co., Inc. will also provide copies of the respective Exchange Offer Memorandum to Eligible Holders.

Computershare Investor Services Inc. is the exchange and tabulation agent for the Exchange Offer and Consent Solicitation relating to the PKI CAD Notes, and can be reached at +1(604) 661-9400.

Questions concerning the terms of the Exchange Offers or the Consent Solicitations should be directed to the dealer managers for the Exchange Offers and the solicitation agents for the Consent Solicitations:

Citigroup Global Markets Inc. 388 Greenwich Street, 4th Floor Trading New York, New York 10013 Attn: Liability Management Group Collect: +1 (212) 723-6106 Toll free: +1 (800) 558-3745 E-mail: ny.liabilitymanagement@citi.com

TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 Attention:  Liability Management Group Collect: +1 (212) 827-2842 Toll Free: +1 (866) 584-2096 Email: LM@tdsecurities.com

The Exchange Offers and Consent Solicitations were made only pursuant to the Exchange Offer Memoranda. The Exchange Offer Memoranda and other documents relating to the Exchange Offers and Consent Solicitations were distributed only to Eligible Holders. The Exchange Offers were not made to holders of PKI 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. The New Notes have not been approved or disapproved by any securities commission, stock exchange or other similar regulatory authority, nor has any such securities commission, stock exchange or other similar regulatory authority passed upon the accuracy or adequacy of the Exchange Offer Memoranda.

None of Sunoco, Sunoco's subsidiaries, its and their respective directors or officers, the dealer managers and solicitation agents, the information and exchange agent, the exchange and tabulation agent, any trustee for the New Notes or the PKI Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their PKI Notes in the Exchange Offers or deliver consents in the Consent Solicitations.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe.  Sunoco's midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements Sunoco's fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers.  Sunoco's general partner is owned by 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 defined by federal law, including without limitation statements regarding the Exchange Offers and the expected Settlement Date. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in Sunoco's Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other documents filed from time to time with the SEC. Sunoco undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

Contacts 
Scott Grischow
Treasurer, Senior Vice President – Finance
(214) 840-5660, scott.grischow@sunoco.com

Brian Brungardt
Director – Investor Relations
(214) 840-5437, brian.brungardt@sunoco.com

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SOURCE Sunoco LP

FAQ

What were the final tender results for Parkland PKI USD Notes and PKI CAD Notes in Sunoco's November 5, 2025 announcement?

Sunoco reported US$2,579,839,000 tendered for PKI USD Notes (≈99.2%) and C$1,474,777,000 tendered for PKI CAD Notes (≈92.2%).

When will the accepted Parkland PKI Notes be exchanged for New Notes under Sunoco's offer (NYSE: SUN)?

Accepted PKI Notes are expected to be exchanged for New Notes on the Settlement Date: November 7, 2025.

How did Sunoco's acquisition of Parkland on October 31, 2025 affect the exchange offers for Parkland notes?

Following the October 31, 2025 acquisition, Parkland became a wholly owned Sunoco subsidiary and will enter into supplemental indentures implementing the Proposed Amendments.

What material changes do the PKI Amending Supplemental Indentures implement for Parkland notes?

The supplemental indentures remove substantially all restrictive covenants, certain Events of Default, the financial reporting covenant and the change-of-control purchase option.

Will the New Notes issued by Sunoco have different interest rates or maturities than the Parkland PKI Notes?

No; each series of New Notes will have substantially identical interest rates, interest payment dates and maturity dates as the corresponding PKI Notes.

Are the New Notes issued in the exchange offers registered with the SEC and freely tradable?

No; the New Notes have not been registered with the SEC and will be subject to transfer and resale restrictions under securities laws.