| Item 7.01 |
Regulation FD Disclosure. |
On September 22, 2025, Sunoco LP, a Delaware limited partnership (“Sunoco”) and Parkland Corporation, an Alberta corporation (“Parkland”) issued a joint press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). 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.
As previously disclosed in a Current Report on Form 8-K, filed on May 6, 2025, Sunoco, SunocoCorp LLC, a Delaware limited liability company and wholly owned subsidiary of Sunoco (f/k/a NuStar GP Holdings, LLC) (“SunocoCorp”), 2709716 Alberta Ltd., an Alberta corporation and wholly owned subsidiary of SunocoCorp, and Parkland, entered into an Arrangement Agreement, dated as of May 4, 2025 (as amended by that certain Amending Agreement, dated as of May 26, 2025, the “Arrangement Agreement”), pursuant to which, among other things, and on the terms and subject to the conditions set forth in the Arrangement Agreement, Sunoco will acquire all of the issued and outstanding common shares of Parkland (the “Parkland Acquisition”).
The respective obligations of each party to consummate the Parkland Acquisition are subject to the satisfaction or waiver of certain customary closing conditions, including the expiration or termination of the waiting period under the HSR Act. The applicable waiting period under the HSR Act expired on September 19, 2025 at 11:59 p.m. Eastern Time.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar expressions, or variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Parkland Acquisition and the timing thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Sunoco or Parkland, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the Parkland Acquisition on the anticipated terms and timing, or at all, including obtaining regulatory approvals and the satisfaction or waiver of customary closing conditions; actions by persons or others, the risk that disruptions from the Parkland Acquisition will harm Sunoco’s or Parkland’s business, including current plans and operations and that management’s time and attention will be diverted on issues related to the Parkland Acquisition; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the Parkland Acquisition; the potential for modification or adjustment of the arrangement agreement governing the terms of the Parkland Acquisition; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the Parkland Acquisition that could affect Sunoco’s and/or Parkland’s financial performance and operating results; certain restrictions during the pendency of the Parkland Acquisition that may impact Parkland’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; and those risks and uncertainties described (i) under the heading “Risk Factors” in the management information circular and proxy statement dated May 26, 2025, under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in Parkland’s Q2 2025 Management’s Discussion and Analysis dated August 5, 2025, each as filed on the System for Electronic Data Analysis and Retrieval + in Canada (SEDAR+) and available on Parkland’s website at http://www.parkland.ca, (ii) in Item 1A of Sunoco’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 14, 2025, and (iii) in Item 1A of Sunoco’s Quarterly Reports on Form 10-Q, filed with the SEC on May 8, 2025 and August 7, 2025. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Current Report on Form 8-K. Neither Sunoco nor Parkland intends to update these statements unless required by the securities laws to do so or, undertake any obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Current Report on Form 8-K.
