Current Report Filing (8-k)
January 12 2018 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 9, 2018
Commission file number:
001-35653
Sunoco LP
(Exact name
of registrant as specified in its charter)
|
|
|
Delaware
|
|
30-0740483
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
8020 Park Lane, Suite 200
Dallas, TX 75231
(Address
of principal executive offices, including zip code)
Registrants telephone number, including area code: (832)
234-3600
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
|
Entry into a Material Definitive Agreement
|
Purchase Agreement
On January 9, 2018, Sunoco GP LLC (the General Partner), Sunoco LP (the Partnership), Sunoco Finance Corp.
(SUN Finance and, together with the Partnership, the Issuers) and certain other subsidiaries of the Partnership entered into a purchase agreement (the Purchase Agreement) with Credit Suisse Securities (USA) LLC
and RBC Capital Markets, LLC, 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
$1,000,000,000 aggregate principal amount of 4.875% senior notes due 2023, $800,000,000 aggregate principal amount of 5.500% senior notes due 2026 and $400,000,000 aggregate principal amount of 5.875% senior notes due 2028 (collectively, the
Notes), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about January 23, 2018, in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and agreements by the General Partner, the Issuers and all of the
Partnerships current subsidiaries (other than SUN Finance) that guarantee its obligations under its revolving credit facility and its term loan facility and certain of its future subsidiaries (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 of 1933, as
amended (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 1.1 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 January 9, 2018, the Partnership issued a press
release announcing that it and SUN Finance had upsized and priced 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. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes.
The
following information is furnished under Item 7.01, Regulation FD Disclosure. This information 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
1.1
|
|
Purchase Agreement, dated January 9, 2018, 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 RBC Capital Markets,
LLC, as representatives of the several initial purchasers named on Schedule A thereto.
|
|
|
99.1
|
|
Press Release, dated January 9, 2018, announcing the pricing of the Notes Offering.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
SUNOCO LP
|
|
|
|
|
|
|
|
|
By:
|
|
SUNOCO GP LLC,
its General
Partner
|
|
|
|
|
Date: January 11, 2018
|
|
|
|
By:
|
|
/s/ Thomas R. Miller
|
|
|
|
|
Name:
|
|
Thomas R. Miller
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
Sunoco (NYSE:SUN)
Historical Stock Chart
From Apr 2024 to May 2024
Sunoco (NYSE:SUN)
Historical Stock Chart
From May 2023 to May 2024