Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 16 2015 - 6:07AM
Edgar (US Regulatory)
ISSUER FREE WRITING PROSPECTUS
Filed pursuant to Rule 433
Relating
to Preliminary Prospectus Supplement dated July 15, 2015
Registration Statement No. 333-203965
July 15, 2015
SUNOCO LP
PRICING TERM SHEET
JULY 15, 2015
This free
writing prospectus is being filed pursuant to Rule 433 of the Securities Act of 1933, as amended, and relates to the preliminary prospectus supplement filed by Sunoco LP (the “Partnership”) with the Securities and Exchange Commission on
July 15, 2015 and their Registration Statement (File No. 333-203965). This issuer free writing prospectus sets forth the final pricing information related to the underwritten public offering of the Partnership’s common units
representing limited partner interests. The information in this free writing prospectus updates and supersedes the information in the preliminary prospectus supplement to the extent that it is inconsistent therewith. All capitalized terms not
otherwise defined in this free writing prospectus shall have the meanings given in the preliminary prospectus supplement.
| Offering Size: |
5,500,000 common units representing limited partner interests |
| Option to purchase additional common units: |
Up to 825,000 additional common units |
| Price to public: |
$40.10 per common unit |
| Proceeds to SUN (after expenses)1: |
$212,933,500 |
| Trade date: |
July 15, 2015 |
| Settlement date: |
July 21, 2015 |
| Stabilization Transactions: |
We have been advised by the Joint Book-Running Managers that, prior to purchasing the common units being offered pursuant to the preliminary prospectus supplement, on July 15, 2015, Morgan Stanley & Co. LLC purchased, on behalf of the
syndicate, 43,344 common units at an average price of $40.10 per common unit in stabilizing transactions. |
| Joint Book-Running Managers: |
Morgan Stanley & Co. LLC |
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Jefferies LLC
J.P. Morgan
Securities LLC
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated
| 1 |
After deducting underwriting discounts and commissions and estimated offering expenses payable by us and assumes option to purchase additional common units is not exercised. |
Sunoco LP previously filed a registration statement on Form S-3 (Registration No. 333-203965) with the
Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, which registration statement became effective on May 7, 2015. Before you invest, you should read the prospectus supplement to the
prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about Sunoco LP and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov.
A copy of the preliminary prospectus supplement and prospectus relating to the offering may be obtained from the offices of:
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| Morgan Stanley
Attn: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014 |
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BofA Merrill Lynch 222 Broadway,
New York, NY 10038 Attn: Prospectus Department
Email: dg.prospectus_requests@baml.com |
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UBS Investment Bank
Attn: Prospectus Department
1285 Avenue of the Americas New York, NY 10019
(888) 827-7275 |
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| Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
Phone: (800) 326-5897
cmclientsupport@wellsfargo.com |
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Citigroup c/o Broadridge Financial Solutions
1155 Long Island Avenue Edgewood, New York 11717
Phone: (800) 831-9146 prospectus@citi.com |
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Credit Suisse
Attn: Prospectus Department One
Madison Avenue New York, NY 10010 Email:
newyork.prospectus@credit-suisse.com Telephone: (800) 221-1037 |
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| Deutsche Bank Securities
Attn: Prospectus Group
60 Wall Street
New York, NY 10005-2836
Telephone: (800) 503-4611
Email: prospectus.cpdg@db.com |
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Goldman, Sachs & Co. Prospectus
Department 200 West Street New York, NY 10282
Telephone: 1-866-471-2526 Email:
prospectus-ny@ny.email.gs.com |
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Jefferies
Attn: Equity Syndicate Prospectus Department
520 Madison Avenue, 2nd Floor New York, NY, 10022
Telephone: 877-547-6340
Email: Prospectus_Department@Jefferies.com |
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| J.P. Morgan
Attn: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Phone: (866) 803-9204
Robert W. Baird & Co. Incorporated
Attention: Syndicate Department
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Telephone: 800-792-2473
Email: syndicate@rwbaird.com |
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Raymond James 880 Carillon Parkway
St. Petersburg, Florida 33716 (800) 248-8863
prospectus@raymondjames.com |
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RBC Capital Markets
ATTN: Equity Syndicate
Three World Financial Center 200 Vesey St., 8th Floor
New York, NY 10281 Phone: (877) 822-4089
Email: equityprospectus@rbccm.com |
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.
Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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