| Item 2.02 | Results of Operations and Financial Condition. |
On April 16, 2024, in connection with the Notes Offering (as defined below), Sunoco LP (the “Partnership” or “Sunoco”) provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01 and are incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02 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 (the “Securities Act”), or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
On April 16, 2024, the Partnership issued a press release announcing the commencement of the private offering of senior notes (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.
The information included herein (including the exhibit) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, 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 an offer to sell, or the solicitation of an offer to buy, any security, including the notes issued in the Notes Offering.
In addition, the information contained in Item 2.02 and Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
On April 16, 2024, in connection with the Notes Offering, the Partnership provided certain updated disclosures to potential investors that as of March 31, 2024, the Partnership had $51 million of cash and cash equivalents and outstanding borrowings of approximately $675 million under its revolving credit facility (excluding approximately $5 million in standby letters of credit outstanding under the existing) and additional available borrowing capacity of approximately $820 million.
The Notes Offering is not contingent on the completion of the pending merger between the Partnership and NuStar Energy L.P., a Delaware limited partnership (“NuStar,” and such transaction, the “NuStar Merger”). However, If (x) the consummation of the NuStar Merger does not occur on or before April 22, 2025 (the “Outside Date”); or (y) prior thereto, the Partnership notifies the trustee in writing that (a) the Agreement and Plan of Merger, dated as of January 22, 2024, among NuStar, the Partnership, and certain of their respective affiliates, has been terminated, (b) the Partnership will not pursue the consummation of the NuStar Merger or (c) the Partnership has determined in its sole discretion that the NuStar Merger cannot or is not reasonably likely to be completed by the Outside Date, the notes issued in the Notes Offering will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price plus accrued and unpaid interest to, but not including, the payment date of such mandatory redemption.
At or shortly following closing of the NuStar Merger, the Partnership anticipates consummating a series of refinancing transactions and associated internal reorganization transactions with the net proceeds from the Notes Offering, including, among other things; (a) entering into a $1.5 billion senior unsecured revolving facility, with an initial term of five years; (b) purchasing all of NuStar’s outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units and redeeming all of NuStar’s outstanding fixed-to-floating rate subordinated notes due 2043; (c) assuming responsibility from NuStar Logistics, L.P., a Delaware limited partnership and the obligor on NuStar’s outstanding indebtedness (“NuStar Logistics”), for the repayment of obligations under its revolving credit facility, dated January 28, 2022, between NuStar Logistics, NuStar and certain lenders; (d) amending the receivables financing facility, dated June 15, 2015, between NuStar Finance LLC, and certain lenders (the “receivables financing facility”) to consent to the change of control resulting from the NuStar Merger and permit the receivables financing facility to continue in effect following the closing of the NuStar Merger; and (e) guaranteeing the $2.6 billion aggregate principal amount of notes and bonds of NuStar and assume the rights and obligations of NuStar Logistics thereunder.
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