| Item 1.01. | Entry into a Material Definitive Agreement |
Purchase Agreement
On November 9, 2020, Sunoco GP LLC (the “General Partner”), Sunoco LP (the “Partnership”), Sunoco Finance Corp. (together with the Partnership, the “Issuers”) and certain subsidiary guarantors of the Partnership (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as representatives of the several initial purchasers named therein (the “Initial Purchasers”), with respect to a private offering to eligible purchasers (the “Notes Offering”) by the Issuers of $800,000,000 aggregate principal amount of new 4.500% senior notes due 2029 (the “Notes”), along with the related guarantees of the Notes.
The Purchase Agreement contains customary representations, warranties and agreements by the General Partner, the Issuers and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. The Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities.
The Initial Purchasers and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to the Partnership and its affiliates, for which they received or will receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 9, 2020, the Partnership issued a press release announcing the commencement of the Notes Offering. 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.
On November 9, 2020, the Partnership issued a press release announcing the pricing of the Notes Offering. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
On November 9, 2020, the Partnership issued a press release announcing the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $500 million aggregate principal amount of its outstanding 4.875% senior notes due 2023 (the “2023 Notes”). The terms and conditions of the Tender Offer are described in the Offer to Purchase dated as of November 9, 2020 (as amended, supplemented, or otherwise modified, the “Offer to Purchase”). A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
On November 9, 2020, the Partnership issued a press release announcing the removal of the tender cap of $500 million for the Tender Offer and that it will instead offer to purchase any and all of its outstanding 2023 Notes. Except as described in the press release, all other terms of the Tender Offer as described in the Offer to Purchase remain unchanged. A copy of the press release is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
The information included herein (including the exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2023 Notes, nor does it constitute an offer to sell, or the solicitation of an offer to buy, any security, including the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number | | Description |
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| 10.1 | | Purchase Agreement, dated November 9, 2020, by and among Sunoco GP LLC, Sunoco LP, Sunoco Finance Corp., certain subsidiaries of Sunoco LP party thereto and Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as representatives of the several initial purchasers named on Schedule A thereto. |
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| 99.1 | | Press Release, dated November 9, 2020, announcing the Notes Offering. |
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| 99.2 | | Press Release, dated November 9, 2020, announcing the pricing of the Notes Offering. |
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| 99.3 | | Press Release, dated November 9, 2020, announcing the Tender Offer. |
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| 99.4 | | Press Release, dated November 9, 2020, announcing the removal of the tender cap for the Tender Offer. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
