Sunoco Lp/Sunoco Fin Corp SEC Filings

Sunoco LP entered into an Arrangement Agreement to acquire all issued and outstanding common shares of Parkland Corporation under terms dated May 4, 2025, subject to regulatory and stock exchange approvals and customary closing conditions. The companies warn there is no assurance the transaction will close on the currently contemplated timeline or at all.

The filing also describes confidential Exchange Offer Memoranda dated October 6, 2025 to exchange various Parkland senior notes (including PKI Notes maturing 2026–2032 with coupons such as 3.875%, 5.875%, 6.625%) for new notes issued by the partnership plus cash, and multiple amendments to the Third Amended and Restated Credit Agreement, the latest being Amendment No. 4 dated October 3, 2025. The companies disclose typical transaction risks including financing availability, business uncertainty during the pendency, potential dilution from additional units, and closing costs.

Sunoco LP (SUN) and Parkland Corporation disclosed that the Hart-Scott-Rodino waiting period has expired, clearing a regulatory precondition for a previously announced deal. Under an Arrangement Agreement dated May 4, 2025, as amended on May 26, 2025, Sunoco will acquire all issued and outstanding common shares of Parkland. A joint press release dated September 22, 2025 was furnished as Exhibit 99.1 and is incorporated into the current report. The filing furnishes the press release and references the Arrangement Agreement and its amendment; no financial terms, expected closing date, or pro forma metrics are provided in the disclosed text.

Sunoco LP entered an arrangement to acquire Parkland and financed the transaction with a substantial debt and preferred units offering. The partnership agreed to acquire all issued common shares of Parkland under an Arrangement Agreement dated May 4, 2025, subject to regulatory and listing approvals. Sunoco issued $1,000 million of 5.625% senior notes due March 15, 2031, and $900 million of 5.875% senior notes due March 15, 2034, receiving approximately $1,880 million of net proceeds to fund cash consideration for the Parkland Acquisition and related costs. Sunoco also established Series A Preferred Units with a $1,000 liquidation preference and cumulative semiannual distributions starting March 18, 2026, resetting to the five-year U.S. Treasury rate plus 4.230% (floor 1.00%) on the first reset. Completion remains subject to customary conditions and significant risks disclosed in the filing.

SUNOCO L.P. entered into a purchase agreement to sell 1,500,000 of its 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units in a preferred offering. The offering will generate $1.5 billion in gross proceeds to the Partnership before deducting the initial purchasers' aggregate discount of $22.5 million and other estimated offering expenses. The units are perpetual preferred securities with a stated fixed rate of 7.875% and feature cumulative dividends and reset mechanics as indicated by their name. The filing is executed by Sunoco GP LLC and signed by Rick Raymer, Vice President, Controller and Principal Accounting Officer.

SUNOCO L.P. reported that Sunoco will acquire all issued and outstanding common shares of Parkland under an Arrangement Agreement dated May 4, 2025. The Parkland Acquisition is subject to customary conditions including regulatory and stock exchange approvals and therefore may not close as contemplated or at all. The filing describes a mechanism for a special mandatory redemption of senior notes and Series A Preferred Units if the Arrangement Agreement is terminated or the parties determine the acquisition cannot be completed by a specified redemption date. The filing also references press releases dated September 4, 2025 announcing the pricing of a Notes Offering and a Preferred Offering and incorporates risk-factor disclosures by reference.

Sunoco LP and its affiliates entered into an Arrangement Agreement dated May 4, 2025, under which Sunoco will acquire all issued and outstanding common shares of Parkland Corporation on the terms and subject to customary closing conditions, including regulatory and stock exchange approvals. The filing states there is no assurance the acquisition will complete as contemplated. Following closing, approximately $3.8 billion of Parkland indebtedness is expected to remain outstanding, comprising Parkland senior unsecured notes and a Parkland EV Facility (C$54 million outstanding as of June 30, 2025). The Current Report references related press releases dated September 4, 2025, concerning a Notes Offering and a Preferred Offering and includes Parkland audited and interim financial statements and pro forma combined financial information.

Sunoco LP executed Amendment No. 3 to its Third Amended and Restated Credit Agreement, modifying how certain reserved cash is treated for covenant testing. The amendment permits up to $2,000,000,000 of cash reserved to fund a portion of the cash consideration for the Parkland Acquisition to be netted when calculating the Net Leverage Ratio used in the financial maintenance covenant. The change is incorporated into the Amended Credit Agreement and the full amendment is filed as Exhibit 10.1 to the report.