UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2018
SUNOCO LP
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35653 | | 30-0740483 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
8020 Park Lane, Suite 200
Dallas, TX 75231
(Address of principal executive offices)
Registrant’s telephone number, including area code:(832) 234-3600
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-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 1.01. | Entry into a Material Definitive Agreement. |
On January 8, 2018, certain subsidiaries of Sunoco LP, a Delaware limited partnership (the “Partnership”) entered into a letter agreement to amend certain terms of that certain Asset Purchase Agreement (the “Purchase Agreement”), by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (“PropCo”), Sunoco Retail LLC, a Pennsylvania limited liability company (“Sunoco Retail”), Stripes LLC, a Texas limited liability company (“Stripes”), Town & Country Food Stores, Inc., a Texas corporation (“Town & Country”), MACS Retail LLC, a Virginia limited liability company (“MACS,” and, together with PropCo, Sunoco Retail, Stripes and Town & Country, referred to herein collectively as “Sellers,” and each, individually, as a “Seller”),7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of7-Eleven (“SEI Fuel,” and, together with7-Eleven, referred to herein collectively as “Buyers,” and each, individually, as a “Buyer”), and certain other parties to the Purchase Agreement, solely for the purposes set forth therein.
Pursuant to the terms of the letter agreement, Sellers and Buyers have agreed to amend the Purchase Agreement to extend the outside date to January 24, 2018, with the option to extend such date to a later date to which Buyers and Sellers mutually agree.
The foregoing description of the letter agreement is only a summary of such agreement, does not purport to be complete, and is subject to, and qualified in its entirety by reference to the letter agreement, a copy of which is filed as Exhibit 10.1 to this Current Report onForm 8-K and is incorporated herein by reference and to the Purchase Agreement and corresponding Current Report on Form8-K filed on April 6, 2017, which is incorporated herein by reference.
Cautionary Statement Relevant to Forward-Looking Information
This Current Report onForm 8-K includes forward-looking statements regarding future events. These forward-looking statements are based on the Partnership’s current plans and expectations and involve a numbers of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. For a further discussion of these risks and uncertainties, please refer to the “Risk Factors” section of the Partnership’s most recently filed Annual Report on Form10-K and in other filings made by the Partnership with the Securities and Exchange Commission. While the Partnership may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if new information becomes available.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Exhibit Description |
| |
| 10.1 | | Letter Agreement by and among by and among Susser Petroleum Property Company LLC, Sunoco Retail LLC, Stripes LLC, Town & Country Food Stores, Inc., MACS Retail LLC,7-Eleven, Inc. and SEI Fuel Services, Inc., dated as of January 8, 2018. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SUNOCO LP |
|
/s/ Thomas R. Miller |
| By: | | Thomas R. Miller |
| Title: | | Chief Financial Officer |
Dated: January 9, 2018
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