Sunoco LP (NYSE: SUN) today announced the early tender results for its previously announced cash tender offer for any and all of its outstanding 4.875% Senior Notes due 2023. The terms and conditions of the Offer are set forth in the Offer to Purchase, dated November 9, 2020, as amended to "upsize" the Offer and remove the tender cap (as the same may be further amended or supplemented, the "Offer to Purchase"). The Offer will expire at 11:59 p.m., New York City time, on December 8, 2020, unless extended or earlier terminated by Sunoco.
As of 5:00 p.m., New York City time, on November 23, 2020 (such time and date, the "Early Tender Deadline"), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Offer, the aggregate principal amount of the Notes set forth in the table below under "Principal Amount Tendered at Early Tender Deadline" had been validly tendered and not validly withdrawn in the Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on November 23, 2020.
| Title of Security | CUSIP Numbers | Principal Amount Outstanding | Early Tender Payment (per $1,000) | Principal Amount Tendered as of Early Tender Deadline |
| 4.875% Senior Notes due 2023 | 86765LAH0 / U86759AE4 / 86765LAJ6 | $1,000,000,000 | $30 | $563,593,000 |
The Total Consideration (as defined in the Offer to Purchase) for each $1,000 principal amount of Notes tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Offer is $1,017.50. The Total Consideration includes the Early Tender Payment.
Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the Total Consideration for the Notes accepted for purchase. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the payment date.
It is anticipated that the payment date for the Notes validly tendered and accepted for purchase at or prior to the Early Tender Deadline will be November 24, 2020, subject to change without notice.
Sunoco's obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in Sunoco's discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer to Purchase. Holders of the Notes are urged to read the Offer to Purchase carefully..
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).
