Sunoco LP current report, 10 October 2017

Full document

Business Context and Reporting Period

This Form 8-K filing by Sunoco LP, dated October 10, 2017, reports a material corporate event under Item 7.01 (Regulation FD Disclosure). The filing announces the commencement of consent solicitations to amend the indentures of outstanding senior notes to facilitate the sale of company-operated retail assets.

Key Financial Metrics

The filing does not provide specific revenue, profit, cash flow, margin, or liquidity figures for the reporting period. The only financial data disclosed relates to the debt instruments subject to the consent solicitation:

  • 2021 Notes: $800,000,000 aggregate principal amount, 6.250% Senior Notes due 2021.
  • 2023 Notes: $800,000,000 aggregate principal amount, 6.375% Senior Notes due 2023.
  • Total Notes Subject to Solicitation: $1,600,000,000 aggregate principal amount.

Material Changes

The primary material change is the initiation of consent solicitations to amend the indentures governing the 2021 and 2023 Notes. These amendments are required to permit the consummation of:

  • The recently announced sale of company-operated retail fuel outlets to 7-Eleven, Inc.
  • The sale of the Partnership's remaining company-operated retail assets located in the continental United States.

Guidance, Outlook, and Risks

Management Commentary and Process:

  • Consents are being solicited from registered holders of the Notes as of the close of business on October 6, 2017.
  • The Consent Solicitations are scheduled to expire at 5:00 p.m., New York City time, on October 18, 2017, unless extended.
  • The press release attached as Exhibit 99.1 does not constitute an offer to sell or a solicitation of an offer to buy the Notes.
Risks and Contingencies:
  • The success of the asset sales to 7-Eleven and other buyers is contingent upon obtaining the necessary consents from noteholders to amend the indentures.
  • The filing explicitly states that the information furnished is not deemed "filed" for purposes of Section 18 of the Exchange Act.

Investor Verification Checklist

  • Verify the outcome of the consent solicitations by the October 18, 2017 deadline.
  • Review the attached press release (Exhibit 99.1) and consent solicitation details (Exhibit 99.2) for specific terms of the asset sales.
  • Confirm whether the indenture amendments are successfully executed to allow the divestiture of retail assets.
  • Monitor subsequent filings for updates on the 7-Eleven transaction and the sale of remaining retail assets.