SUNOCO LP
SUNOCO FINANCE CORP.
8111 Westchester Drive, Suite 400
Dallas, Texas 75225
June 14, 2022
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. 333-265113 |
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. 333-265113), to June 16, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.
If you have any questions, please call Markeya Brown of Vinson & Elkins L.L.P. at (713) 758-4567.
[Signature page to follow]
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 |
Lande Spottswood, Vinson & Elkins L.L.P. |
E. Ramey Layne, Vinson & Elkins L.L.P. |
Acceleration Request Letter
