Sunoco prices $1.2B private senior notes offering
Sunoco LP is raising new debt and refinancing existing notes.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Sunoco LP is raising new debt and refinancing existing notes. The partnership priced at 100% a private offering of $600 million of 5.375% senior notes due 2031 and $600 million of 5.625% senior notes due 2034, upsized from $500 million each. The sale is expected to settle on March 9, 2026, subject to customary conditions.
Sunoco intends to use the net proceeds to redeem in full NuStar Logistics, L.P.’s 6.000% senior notes due 2026 and Sunoco’s 6.000% senior notes due 2027, and for general partnership purposes, which may include repaying additional indebtedness or amounts under its revolving credit facility.
Insights
Sunoco is refinancing higher-coupon notes with new longer-term debt.
Sunoco LP has priced a total of $1.2 billion of senior notes maturing in 2031 and 2034, replacing 6.000% notes due in 2026 and 2027. The new coupons of 5.375% and 5.625% may lower interest costs compared with the redeemed debt.
Extending maturities out to 2031 and 2034 spreads out repayment obligations and shifts near-term refinancing risk further into the future. The filing also notes potential use of proceeds for general partnership purposes, including repayment of other indebtedness or revolving credit facility borrowings.
The impact on leverage, liquidity, and coverage ratios will depend on the final redemption amounts, timing of settlement on March 9, 2026, and any additional debt repayments funded by remaining proceeds. Subsequent quarterly reports are likely to show the new debt mix and interest expense profile.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2026, Sunoco LP (the “Partnership”) issued a press release announcing the pricing of the previously announced private offering of senior notes (the “Notes Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
Also on February 26, 2026, the Partnership issued notices of redemption with respect to NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”) and the Partnership’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”). The Partnership gave holders of the NuStar 2026 Notes and the Sunoco 2027 Notes notice that on March 9, 2026 and March 30, 2026, respectively, the Partnership will redeem all of the outstanding NuStar 2026 Notes and Sunoco 2027 Notes at a redemption price of 100.000% in accordance with the indentures governing the NuStar 2026 Notes and the Sunoco 2027 Notes, in each case plus accrued interest. The redemption of the Sunoco 2027 Notes is conditioned on the closing of the Notes Offering.
The information included herein (including the exhibit) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the notes issued in the Notes Offering, nor does it constitute a notice of redemption with respect to the NuStar 2026 Notes or the Sunoco 2027 Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 26, 2026, announcing the pricing of the Notes Offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOCO LP | ||||||
| By: | SUNOCO GP LLC, | |||||
| its General Partner | ||||||
| Date: February 26, 2026 | ||||||
| By: | /s/ Rick Raymer | |||||
| Name: | Rick Raymer | |||||
| Title: | Vice President, Controller and Principal Accounting Officer | |||||
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Exhibit 99.1
Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes
DALLAS, February 26, 2026 – Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) today announced that it has priced at 100% a private offering (the “offering”) of 5.375% senior notes due 2031 in an aggregate principal amount of $600 million (the “2031 notes”) and 5.625% senior notes due 2034 in an aggregate principal amount of $600 million (the “2034 notes”, and collectively with the 2031 notes, the “notes”). The offering was upsized from an initial offering size of $500 million aggregate principal amount of the 2031 notes and $500 million aggregate principal amount of the 2034 notes. The sale of the notes is expected to settle on March 9, 2026, subject to the satisfaction of customary closing conditions.
Sunoco intends to use the net proceeds from the offering to redeem in full (i) NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”), and (ii) Sunoco’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”), with the remaining proceeds to be used for general partnership purposes, which may include repayment of additional indebtedness. Prior to the redemption of the Sunoco 2027 Notes, Sunoco may use the net proceeds from this offering to repay outstanding borrowings under its revolving credit facility.
The 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. Additionally, this news release shall not constitute a notice of redemption under the indentures governing the NuStar 2026 Notes or the Sunoco 2027 Notes.
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 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 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
SOURCE Sunoco LP