SUNOCO LP
SUNOCO FINANCE CORP.
8111 Westchester Drive, Suite 400
Dallas, Texas 75225
June 13, 2019
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4628
Washington, D.C. 20549-4628
| Re: | Sunoco LP and Sunoco Finance Corp. |
Registration Statement on Form S-4, File No. 333-231968
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Sunoco LP, a Delaware limited partnership (the “Partnership”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), hereby request acceleration of the effective time of the Registration Statement on Form S-4 (File No. 333-231968), to June 17, 2019 at 11:00 a.m., Eastern Time, or as soon thereafter as practicable.
If you have any questions, please call Kevin M. Richardson of Latham & Watkins LLP at (713) 546-7415.
Very truly yours,
| Sunoco LP | ||||
| By | Sunoco GP LLC, its general partner | |||
| By: | /s/ Pamela Taylor | |||
| Name: | Pamela Taylor | |||
| Title: | Secretary | |||
| Sunoco Finance Corp. | ||||
| By: | /s/ Pamela Taylor | |||
| Name: | Pamela Taylor | |||
| Title: | Secretary | |||
| cc: | Pamela Taylor, Sunoco LP |
Debbie P. Yee, Latham & Watkins LLP
Kevin M. Richardson, Latham & Watkins LLP
Acceleration Request Letter
