Sunoco Lp/Sunoco Fin Corp SEC Filings

Sunoco LP announced strong early results for its private exchange offers tied to the pending Parkland acquisition. As of 5:00 p.m. New York City time on October 20, 2025, holders had tendered C$1,352,346,000 of Parkland’s Canadian dollar notes (about 84.5% of that total) and US$2,564,002,000 of U.S. dollar notes (about 98.6%). Sunoco has received requisite consents from eligible holders of each series to amend the notes and related indentures.

The early participation premium was extended so that holders tendering up to the 5:00 p.m. New York City time November 4, 2025 expiration receive the same consideration: C$1,000 or US$1,000 principal amount of new Sunoco notes per C$1,000 or US$1,000 tendered, plus an early participation premium of C$50.00 or US$50.00 in principal and a cash payment of C$2.50 or US$2.50. Tendered notes and consents may no longer be withdrawn except where required by law. The exchange offers are conditioned on, and cannot waive, consummation of the Parkland acquisition and are being conducted under confidential memoranda in a private transaction.

Sunoco LP announced a quarterly cash distribution of $0.9202 per common unit, equivalent to $3.6808 annualized, for the quarter ended September 30, 2025.

The distribution will be paid on November 19, 2025 to common unitholders of record as of October 30, 2025. The disclosure was made via a press release furnished under Regulation FD.

Sunoco LP announced that the Government of Canada has approved its planned acquisition of Parkland Corporation under the Investment Canada Act. This marks a key regulatory milestone for the cross-border transaction.

The companies stated that closing remains subject to obtaining certain remaining regulatory approvals and the satisfaction or waiver of customary closing conditions. The parties also furnished a joint press release outlining the update.

The filing reiterates typical forward-looking risks, including the timing and completion of the acquisition, integration execution, potential litigation, market reactions, financing access, and the approval of listing for equity to be issued as consideration. The update signals progress while emphasizing that the deal is not yet complete.

ALPS Advisors, Inc. and the Alerian MLP ETF jointly report beneficial ownership of 24,089,484 common units of Sunoco LP, representing 15.74% of the outstanding class. Both filers state they have no sole voting or dispositive power and hold the position through shared voting and dispositive power. AAI explains it acts as investment adviser to registered funds and disclaims beneficial ownership of the securities it advises; the units are owned by the funds, including the Alerian MLP ETF. The filing certifies the holdings were acquired in the ordinary course of business and not to influence control of the issuer. The filing is signed by the Chief Compliance Officer on 10/01/2025.

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.