Subject to the terms of the tender offer, holders who validly tender their 2023 notes (and do not validly withdraw their 2023 notes) prior to 5:00 p.m., New York City time, on November 23, 2020, unless extended by Sunoco (such time and date, the "early tender deadline"), and whose 2023 notes are accepted for purchase, will be entitled to receive $1,017.50, payable in cash, for each $1,000 principal amount of 2023 notes accepted for payment (the "total consideration"), which amount includes an early tender payment of $30.00 per $1,000 principal amount (the "early tender payment"). Holders who validly tender their 2023 notes after the early tender deadline but on or prior to the expiration date will be entitled to receive $987.50, payable in cash, for each $1,000 principal amount of 2023 notes accepted for purchase (the "tender offer consideration").

In addition to payments made for 2023 notes purchased, Sunoco will pay accrued and unpaid interest from the most recent interest payment date for the 2023 notes to, but not including, the applicable payment date for such 2023 notes accepted for purchase. 2023 notes accepted for purchase that are validly tendered prior to the early tender deadline are expected to receive payment on or shortly after November 24, 2020, but the date of such payment is subject to change without notice. 2023 notes accepted for purchase that are validly tendered after the early tender deadline but on or before the expiration date are expected to receive payment on or shortly after December 9, 2020, if necessary, but the date of such payment is subject to change without notice.

If the purchase of all validly tendered 2023 notes would cause Sunoco to purchase a principal amount greater than the tender cap, then the tender offer will be oversubscribed and Sunoco, if it accepts 2023 notes in the tender offer, will accept for purchase tendered 2023 notes on a prorated basis as described in the Offer to Purchase. Furthermore, if the tender offer is fully subscribed as of the early tender deadline, holders who validly tender 2023 notes following the early tender deadline will not have any of their 2023 notes accepted for payment.

Sunoco's obligation to consummate the tender offer is subject to the satisfaction or waiver of certain conditions, including the debt financing, which are more fully described in the Offer to Purchase. There can be no assurance such conditions will be satisfied. Sunoco reserves the right, subject to applicable law, to: (i) delay accepting 2023 notes, (ii) extend the early tender deadline, the withdrawal time or the expiration date, (iii) increase the tender cap, (iv) waive any and all conditions to the tender offer, (v) extend or terminate the tender offer at any time, or (vi) otherwise amend the tender offer in any respect.

In the event that the debt financing is completed but the tender offer is not fully subscribed at an amount equal to the tender cap (as such tender cap may be increased or decreased) as of the expiration date, Sunoco intends to use the remaining net proceeds from the debt financing to redeem, subject to certain conditions, the 2023 notes in part (the "redemption"). Sunoco expects the redemption date (if it occurs) to be on or after January 15, 2020 at the then-applicable redemption price of 101.219% of such principal amount of the 2023 notes, plus accrued and unpaid interest to, but not including, the redemption date. 2023 notes acquired by Sunoco in the tender offer will be canceled and holders of such 2023 notes will not be entitled to any payment in connection with such future redemption.

About Sunoco LP

Sunoco LP is a master limited partnership with core operations that include the distribution of motor fuel to approximately 10,000 convenience stores, independent dealers, commercial customers and distributors located in more than 30 states as well as refined product transportation and terminalling assets. SUN's general partner is owned by Energy Transfer Operating, L.P., a wholly owned subsidiary of Energy Transfer LP (NYSE: ET).