Sunoco LP Announces Pricing of Upsized Preferred Equity Offering
Summary
Sunoco will receive gross proceeds of $1.5 billion from the sale of the Series A Preferred Units before deducting the initial purchasers discount and other estimated offering expenses. This offering is not contingent on the completion of the Parkland Acquisition or the Notes Offering, and neither the Parkland Acquisition nor the Notes Offering is conditioned on the completion of this offering.If (i) the Parkland Acquisition has not been completed on or prior to May 5, 2026 (the "Special Mandatory Redemption Date"), or (ii) prior to the Special Mandatory Redemption Date, (a) the Arrangement Agreement, dated as of May 4, 2025, among Sunoco, Parkland and certain of their respective affiliates, is terminated or (b) Sunoco will not pursue the completion of the Parkland Acquisition or has determined in its sole discretion that the completion of the Parkland Acquisition cannot or is not reasonably likely to be satisfied by the Special Mandatory Redemption Date, the Series A Preferred Units will be subject to a special mandatory redemption at a price equal to $1,000 per Series A Preferred Unit plus, in each case, an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the Special Mandatory Redemption Date, whether or not declared.Distributions on the Series A Preferred Units, which will be paid semi-annually on March 18 and September 18 each year beginning March 18, 2026, will accrue and be cumulative from and including the date of original issue to, but excluding, September 18, 2030 (the "First Reset Date"), at a rate of 7.875% per annum of the stated liquidation preference of $1,000. On and after the First Reset Date, distributions on the Series A Preferred Units will accumulate at a percentage of the $1,000 liquidation preference equal to an interest rate equal to the Five-Year U.S. Treasury Rate (as described in the offering memorandum relating to this offering), plus a spread of 4.230% per annum. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond managements control. Sunoco undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.