Form 8-K Sunoco LP For: Mar 23

 

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):

March 23, 2015

 

Commission file number: 001-35653

 

Sunoco LP

(Exact name of registrant as specified in its charter)

 

 

555 East Airtex Drive

Houston, TX 77073

(Address of principal executive offices, including zip code)

 

Registrant’s 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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01.                                        Other Events.

 

On March 23, 2015, Sunoco LP (the “Partnership”) issued a press release announcing the commencement of a private offering of $800,000,000 in aggregate principal amount of senior notes due 2023 of the Partnership and Sunoco Finance Corp., a wholly owned subsidiary of the Partnership (the “notes”).

 

A copy of the press release relating to the commencement of the offering is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

The press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

Exhibit  Number		Exhibit Description
99.1		Launch Press Release of Sunoco LP, dated March 23, 2015.

 

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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: March 23, 2015
		/s/ Mary E. Sullivan
		Mary E. Sullivan
		Executive Vice President, Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit  Number		Exhibit Description
99.1		Launch Press Release of Sunoco LP, dated March 23, 2015.

 

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Exhibit 99.1

 

 

Sunoco LP Announces Private Offering of Senior Notes Due 2023

 

HOUSTON, March 23, 2015 - Sunoco LP (NYSE: SUN) (“Sunoco”) today announced a private offering of $800 million of senior notes due 2023 (the “notes”). Sunoco Finance Corp., a wholly owned direct subsidiary of Sunoco, will serve as co-issuer of the notes. Sunoco intends to use the net proceeds from the offering to fund the cash consideration for its acquisition of a 31.58% membership interest in Sunoco, LLC (the “Acquisition”) from a wholly owned subsidiary of Energy Transfer Partners, L.P. (NYSE: ETP) and repay outstanding borrowings under its senior secured revolving credit facility.

 

The offering of the notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

 

This press release is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

About Sunoco LP

 

Sunoco LP is a master limited partnership (MLP) that primarily distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors. Sunoco also operates more than 150 convenience stores and retail fuel sites.  Sunoco’s general partner is a wholly owned subsidiary of ETP. While primarily engaged in natural gas, natural gas liquids, crude oil and refined products transportation, ETP also operates a retail business with a network of more than 5,500 company or independently operated retail fuel outlets and convenience stores through its wholly owned subsidiaries, Sunoco, Inc. and Stripes LLC.

 

 

Cautionary Statement Relevant to Forward-Looking Information

 

This press release includes forward-looking statements regarding future events. These forward-looking statements are based on Sunoco’s current plans and expectations and involve a numbers of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. For a further discussion of these risks and uncertainties, please refer to the “Risk Factors” section of Sunoco’s most recently filed annual report on Form 10-K and in other filings made by Sunoco with the Securities and Exchange Commission. While Sunoco may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if new information becomes available in the future.

 

Contacts

 

Investors:

 

Scott Grischow

Director — Investor Relations and Treasury

(361) 884-2463, [email protected]

 

Anne Pearson

Dennard-Lascar Associates

(210) 408-6321, [email protected]

 

Media:

 

Jeff Shields, Communications Manager

(215) 977-6056, [email protected]

 

Jessica Davila-Burnett, Public Relations Director

(361) 654-4882, [email protected]

 

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