SUNOCO LP
SUNOCO FINANCE CORP.
8111 Westchester Drive, Suite 400
Dallas, Texas 75225
May 20, 2022
VIA EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sunoco LP Registration Statement on Form S-4 |
Ladies and Gentlemen:
In connection with the above-referenced registration statement (the “Registration Statement”) filed by Sunoco LP, a Delaware limited partnership (the “Partnership”), and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”) relating to the proposed offer (the “Exchange Offer”) by the Issuers to exchange up to $800,000,000 aggregate principal amount of the Issuers’ 4.500% Senior Notes due 2030 (the “Exchange Notes”) for up to $800,000,000 aggregate principal amount of the Issuers’ outstanding 4.500% Senior Notes due 2030 (the “Private Notes”), I am writing to advise you supplementally that:
| (i) | the Issuers are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Staff’s letter to Shearman & Sterling dated July 2, 1993, and Morgan Stanley & Co. Inc. (available June 5, 1991); |
| (ii) | the Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Issuers’ information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer; |
| (iii) | the Issuers will make each person participating in the Exchange Offer aware, through the prospectus forming a part of the Registration Statement (the “Prospectus”), that: |
| (A) | any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (x) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters and (y) must comply with the registration and |
U.S. Securities and Exchange Commission
May 20, 2022
Page 2
| prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and |
| (B) | any broker-dealer who holds Private Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Private Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; |
| (iv) | the Issuers acknowledge that any secondary resale transaction, as described in clause (iii)(A) above, should be covered by an effective registration statement containing the selling noteholder information required by Item 507 of Regulation S-K; |
| (v) | the Issuers will include in the letter of transmittal to be executed by each tendering noteholder that elects to participate in the Exchange Offer a representation from such tendering noteholder to the Issuers that: |
| (A) | the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of such Private Notes or interests therein (“Beneficial Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in the ordinary course of business of the holder and any Beneficial Owner(s), |
| (B) | the holder and each Beneficial Owner are not engaging, do not intend to engage, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, |
| (C) | the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in certain no-action letters, |
| (D) | the holder and each Beneficial Owner understands that a secondary resale transaction described in clause (v)(C) above and any resales of the Exchange Notes or interests therein obtained by such holder in exchange for the Private Notes or interests therein originally acquired by such holder directly from the Issuers should be covered by an effective registration statement containing the selling noteholder information required by Item 507 or Item 508, as applicable, of Regulation S-K, |
U.S. Securities and Exchange Commission
May 20, 2022
Page 3
| (E) | neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or any of their subsidiaries, and |
| (F) | in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account pursuant to the Exchange Offer, the Private Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; |
| (vi) | the Issuers will commence the Exchange Offer when the Registration Statement is declared effective by the Securities and Exchange Commission; |
| (vii) | the Exchange Offer will remain in effect for a limited time and, except with respect to broker-dealers who tender in the Exchange Offer for whom the Issuers will keep the registration statement effective for up to one year, will not require the Issuers to maintain an “evergreen” registration statement; and |
| (viii) | the Exchange Offer will be conducted by the Issuers in compliance with the Exchange Act, and any applicable rules and regulations thereunder. |
If you have any questions or comments, please contact Jessica Lewis of Vinson & Elkins L.L.P. at (713) 758-2143.
Sincerely yours, | ||
| Sunoco LP | ||
By | Sunoco GP LLC, its general partner | |
| By: | /S/ DYLAN A. BRAMHALL | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| Sunoco Finance Corp. | ||
| By: | /S/ DYLAN A. BRAMHALL | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
Signature Page to Exxon Capital Letter
