Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes

Rhea-AI Summary

Sunoco LP (NYSE: SUN) has successfully priced an upsized private offering of senior notes, consisting of $1 billion of 5.625% senior notes due 2031 and $900 billion of 5.875% senior notes due 2034. The offering, initially planned for $850 million each, was increased due to demand.

The proceeds will primarily fund the pending Parkland Corporation acquisition, alongside the previously announced Preferred Equity Offering. Prior to the acquisition closing, funds will temporarily reduce revolving credit facility borrowings. The notes include a special mandatory redemption provision if the Parkland acquisition isn't completed by May 5, 2026.

Positive

• Successfully upsized offering from initial $1.7B to $1.9B total, indicating strong investor demand
• Strategic financing secured for Parkland Corporation acquisition
• Special mandatory redemption provision protects investors if acquisition fails

Negative

• Additional debt burden with 5.625% and 5.875% interest rates
• Increased leverage from the combined notes offering of $1.9B

DALLAS, Sept. 4, 2025 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("Sunoco") today announced that it has priced at 100% a private offering (this "offering") of 5.625% senior notes due 2031 in an aggregate principal amount of $1 billion (the "2031 notes") and 5.875% senior notes due 2034 in an aggregate principal amount of $900 million (the "2034 notes," and collectively with the 2031 notes, the "notes"). This offering was upsized from an initial offering size of $850 million aggregate principal amount of the 2031 notes and $850 million aggregate principal amount of the 2034 notes. The sale of the notes is expected to settle on September 18, 2025, subject to the satisfaction of customary closing conditions.

Sunoco intends to use the net proceeds from this offering (i) on the closing date (the "Effective Date") of Sunoco's acquisition of all of the issued and outstanding common shares of Parkland Corporation ("Parkland" and such acquisition, the "Parkland Acquisition"), together with the net proceeds of the previously announced private offering of its Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the "Preferred Equity Offering"), to fund a portion of the cash consideration for the Parkland Acquisition and related transaction costs, with the remaining proceeds, if any, to be used for general corporate purposes, and (ii) prior to the Effective Date, to temporarily reduce the borrowings outstanding under Sunoco's revolving credit facility and pay interest and fees in connection therewith. This offering is not contingent on the completion of the Parkland Acquisition or the Preferred Equity Offering, and neither the Parkland Acquisition nor the Preferred Equity Offering is conditioned on the completion of this offering.

If (i) the Parkland Acquisition has not been completed on or prior to May 5, 2026 (the "Special Mandatory Redemption Date"), or (ii) prior to the Special Mandatory Redemption Date, (a) the Arrangement Agreement, dated as of May 4, 2025, among Sunoco, Parkland and certain of their respective affiliates, is terminated or (b) Sunoco will not pursue the completion of the Parkland Acquisition or has determined in its sole discretion that the completion of the Parkland Acquisition cannot or is not reasonably likely to be satisfied by the Special Mandatory Redemption Date, the notes will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price of the notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date.

This offering of the notes has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Sunoco plans to offer and sell the notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

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.

About Sunoco LP

Sunoco LP (NYSE: SUN) is an energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico with an extensive network of approximately 14,000 miles of pipeline and over 100 terminals for midstream operations. 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 this offering. 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 Securities and Exchange Commission. 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

View original content to download multimedia:https://www.prnewswire.com/news-releases/sunoco-lp-announces-pricing-of-upsized-private-offering-of-senior-notes-302547204.html

SOURCE Sunoco LP

FAQ

What is the size and interest rate of Sunoco's (SUN) new senior notes offering?

Sunoco priced $1 billion of 5.625% senior notes due 2031 and $900 million of 5.875% senior notes due 2034, for a total of $1.9 billion.

How will Sunoco (SUN) use the proceeds from its September 2025 notes offering?

The proceeds will primarily fund the Parkland Corporation acquisition, with remaining funds temporarily reducing revolving credit facility borrowings.

What happens to Sunoco's (SUN) notes if the Parkland acquisition fails?

The notes include a special mandatory redemption provision at 100% of the issue price plus accrued interest if the acquisition isn't completed by May 5, 2026.

When will Sunoco's (SUN) September 2025 notes offering settle?

The notes offering is expected to settle on September 18, 2025, subject to customary closing conditions.

Who can purchase Sunoco's (SUN) new senior notes?

The notes are offered only to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.