Item 8.01. Other Events.
On March 31, 2016 but effective January 1, 2016, Sunoco LP (the “Partnership”) completed an acquisition (the “Acquisition”), from ETP Retail Holdings, LLC (“Contributor”), of (a) 100% of the issued and outstanding membership interests of Sunoco Retail LLC (“Sunoco Retail”) and (b) the remaining 68.42% of the issued and outstanding membership interests of Sunoco, LLC (“Sunoco LLC”), pursuant to that certain Contribution Agreement (the “Contribution Agreement”), dated November 15, 2015, by and among Sunoco LLC, Sunoco, Inc., Contributor, Sunoco GP LLC, the general partner of the Partnership, and, solely with respect to certain provisions therein, Energy Transfer Partners, L.P. (“ETP”).
This Current Report on Form 8-K is being filed to reflect retrospective revisions that have been made as a result of the Acquisition to the consolidated financial statements and certain related information of the Partnership that were previously filed with the Securities and Exchange Commission (the “SEC”) by the Partnership on February 25, 2016 as Items 1, 6, 7 and 8 to its Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”).
Because Energy Transfer Equity, L.P., an indirect owner of the general partner of ETP, owns the Partnership’s general partner, the Acquisition was considered a combination of entities under common control. Therefore, Sunoco Retail’s and Sunoco LLC’s assets and liabilities were not adjusted. The Partnership’s consolidated financial statements have been retrospectively adjusted to reflect consolidation of Sunoco Retail and Sunoco LLC for all prior periods beginning September 1, 2014 (the date of common control).
In order to preserve the nature and character of the disclosures set forth in the 2015 Form 10-K, the items included in this Form 8-K have been updated solely for matters relating specifically to the retrospective revision of the Partnership’s financial statements and related information, except that subsequent events required to be reported under generally accepted accounting principles have been disclosed in the notes to the consolidated financial statements. This Form 8-K should be read in conjunction with the 2015 Form 10-K and filings made by the Partnership with the SEC subsequent to the filing of the Form 10-K, including the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 5, 2016.
Item 9.01 of this Current Report on Form 8-K revises certain information contained in the Partnership’s 2015 Form 10-K to reflect certain retrospective revisions. In particular, Exhibit 99.1 through 99.4 contain a revised description of the following sections of the 2015 Form 10-K: Part I. Item 1. Business, Part II. Item 6. Selected Financial Data, Part II. Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II. Item 8. Financial Statements and Supplementary Data. No other sections of the 2015 Form 10-K have been revised as a result of the Acquisition.