Explanatory Note
As previously disclosed in a Current Report on Form 8-K, filed on May 6, 2025, Sunoco LP, a Delaware limited partnership (the “Partnership” or “Sunoco”), SunocoCorp LLC, a Delaware limited liability company and wholly owned subsidiary of Sunoco (f/k/a NuStar GP Holdings, LLC) (“SunocoCorp”), 2709716 Alberta ULC, an Alberta corporation and wholly owned subsidiary of SunocoCorp (f/k/a 2709716 Alberta Ltd.), and Parkland Corporation, an Alberta corporation (“Parkland”), entered into an Arrangement Agreement, dated as of May 4, 2025 (as amended to date, the “Arrangement Agreement”), pursuant to which, among other things, and on the terms and subject to the conditions set forth therein, Sunoco will acquire all of the issued and outstanding common shares of Parkland (the “Parkland Acquisition”). Closing of the Parkland Acquisition is subject to customary conditions, including, among other things, regulatory and stock exchange listing approvals.
On October 21, 2025, the Partnership announced that as of 5:00 p.m., New York City time, on October 20, 2025 (the “Early Participation Date”), that C$1,352,346,000 in aggregate principal amount of certain outstanding Canadian dollar denominated notes (collectively, the “PKI CAD Notes”) issued by Parkland, representing approximately 84.5% 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 that US$2,564,002,000 in aggregate principal amount of certain outstanding U.S. dollar denominated notes (collectively, the “PKI USD Notes” and together with the PKI CAD Notes, the “PKI Notes”) issued by Parkland, representing approximately 98.6% 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Notes and at least a majority of each series of PKI USD Notes outstanding, have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly withdrawn) in connection with its previously announced private exchange offers (collectively, the “Exchange Offers”) and related consent solicitations (collectively, the “Consent Solicitations”) with respect to the PKI Notes.
As of October 20, 2025, Sunoco has received the requisite consents from Eligible Holders (as defined in the attached press release) 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.
The Partnership has also announced that the previous deadline for holders to tender their PKI Notes and be eligible to receive C$1,000, in the case of holders of the PKI CAD Notes, or US$1,000, in the case of holders of the PKI USD Notes, principal amount of such series of new notes to be issued by the Partnership (the “New Notes”), which includes an early participation premium, payable in principal amount of New Notes, of C$50.00 for PKI CAD Notes and US$50.00 for PKI USD Notes, plus a payment of C$2.50 for PKI CAD Notes and US$2.50 for PKI USD Notes in cash, has been extended to the Expiration Date (as defined below). As a result, the consideration to be paid for PKI Notes validly tendered (i) at or prior to the Early Participation Date and (ii) following the Early Participation Date, but at or prior to the Expiration Date, will be the same.
The Exchange Offers and the Consent Solicitations are being made solely pursuant to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement for the PKI CAD Notes, dated October 6, 2025, and a confidential exchange offer memorandum and consent solicitation statement for the PKI USD Notes, dated October 6, 2025 (each an “Exchange Offer Memorandum” and together, the “Exchange Offer Memoranda”), in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”), and are subject to certain conditions set forth in the applicable Exchange Offer Memorandum, although the Partnership may generally waive any such conditions at any time. Notwithstanding the foregoing, the Partnership may not waive or modify the condition that the Parkland Acquisition shall have been consummated.
Eligible Holders of PKI Notes that validly tendered and did not validly withdraw their PKI Notes prior to 5:00 p.m., New York City time, on the Early Participation Date have been deemed to consent to the Proposed Amendments (as defined in the attached press release). Eligible Holders may no longer withdraw tendered PKI Notes or revoke consents, except where required by applicable law. The Exchange Offers and the Consent Solicitations will expire at 5:00 p.m., New York City time, on November 4, 2025, unless such date is extended or earlier terminated (the “Expiration Date”).
2
