| Item 1.01 |
Entry into a Material Definitive Agreement |
On March 9, 2026, Sunoco LP (NYSE: SUN) (the “Partnership”) completed a private offering to eligible purchasers (the “Notes Offering”) of (i) $600 million in aggregate principal amount of its 5.375% Senior Notes due 2031 (the “2031 Notes”) and (ii) $600 million in aggregate principal amount of its 5.625% Senior Notes due 2034 (the “2034 Notes” and, collectively with the 2031 Notes, the “Notes”), along with the related guarantees of the Notes. The Partnership received net proceeds of approximately $1,187.5 million from the Notes Offering, after deducting the initial purchasers’ discount and commissions and estimated offering expenses, and the Partnership intends to use such net proceeds to redeem in full (i) NuStar Logistics, L.P.’s 6.000% senior notes due 2026, and (ii) the Partnership’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, the Partnership may use the net proceeds from the Notes Offering to repay outstanding borrowings under its revolving credit facility.
The Notes were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and were resold by the initial purchasers in reliance on Rule 144A and Regulation S under the Securities Act.
Indenture and Senior Notes
The Notes were issued under and are governed by an indenture dated March 9, 2026 (the “Indenture”), among the Partnership, certain subsidiary guarantors of the Partnership (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2031 Notes will mature on July 15, 2031, and the 2034 Notes will mature on July 15, 2034. Interest on the Notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing on July 15, 2026.
The Notes are senior unsecured obligations of the Partnership and are guaranteed on a senior unsecured basis by all of the Partnership’s current subsidiaries that guarantee its obligations under the Partnership’s revolving credit facility, as well as by certain of its future subsidiaries. The Notes and related guarantees are unsecured and rank equally with all of the Partnership’s and each Guarantor’s existing and future senior obligations. The Notes and related guarantees are senior in right of payment to all of the Partnership’s and each Guarantor’s future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes and guarantees. The Notes and related guarantees are effectively subordinated to the Partnership’s and each Guarantor’s future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the Notes.
The Partnership may, at its option, redeem some or all of the 2031 Notes at any time on or after March 15, 2028, at the redemption prices specified in the Indenture. Prior to such time, the Partnership may redeem some or all of the 2031 Notes at a redemption price equal to 100% of the aggregate principal amount of the 2031 Notes redeemed, plus a customary “make-whole premium” and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, before March 15, 2028, the Partnership may redeem up to 40% of the aggregate principal amount of the 2031 Notes with an amount of cash not greater than net cash proceeds from certain equity offerings at the redemption prices specified in the Indenture.
The Partnership may, at its option, redeem some or all of the 2034 Notes at any time on or after March 15, 2029, at the redemption prices specified in the Indenture. Prior to such time, the Partnership may redeem some or all of the 2034 Notes at a redemption price equal to 100% of the aggregate principal amount of the 2034 Notes redeemed, plus a customary “make-whole premium” and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, before March 15, 2029, the Partnership may redeem up to 40% of the aggregate principal amount of the 2034 Notes with an amount of cash not greater than net cash proceeds from certain equity offerings at the redemption prices specified in the Indenture.
Upon the occurrence of a Change of Control (as defined in the Indenture), which occurrence (other than one involving the adoption of a plan relating to liquidation or dissolution) is followed by a ratings decline within 60 days after the consummation of the transaction, each holder of the Notes may require the Partnership to repurchase all or a portion of the holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
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