Item 1.01.
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Entry into a Material Definitive Agreement.
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On April 6, 2017, certain subsidiaries
of Sunoco LP, a Delaware limited partnership (the
Partnership
) entered into that certain Asset Purchase Agreement (the
Purchase Agreement
), by and among Susser Petroleum Property Company LLC, a Delaware limited
liability company (
PropCo
), Sunoco Retail LLC, a Pennsylvania limited liability company (
Sunoco Retail
), Stripes LLC, a Texas limited liability company (
Stripes
), Town & Country Food
Stores, Inc., a Texas corporation (
Town
& Country
), MACS Retail LLC, a Virginia limited liability company (
MACS
,
and, together with PropCo, Sunoco Retail, Stripes and
Town & Country, referred to herein collectively as
Sellers
,
and each, individually, as a
Seller
),
7-Eleven,
Inc., a Texas corporation (
7-Eleven
) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of
7-Eleven
(
SEI Fuel
,
and, together with
7-Eleven,
referred to herein collectively as
Buyers
,
and each, individually, as a
Buyer
), and, solely for the purposes referenced therein, the Partnership, Sunoco Finance
Corp., a Delaware corporation (
Sunoco Finance
) and Sunoco, LLC, a Delaware limited liability company (
Sunoco, LLC
and, together with the Partnership and Sunoco Finance, referred to herein collectively as
Guarantors
, and
each, individually, as a
Guarantor
). Each of the Partnership and Sunoco, LLC have guaranteed Sellers obligations under the Purchase Agreement and related ancillary agreements
pursuant to a guarantee agreement (the
Guarantee Agreement
) entered into in connection with the Purchase Agreement.
Pursuant to the Purchase Agreement, Sellers have agreed to sell a portfolio of 1,112 company-operated retail fuel outlets in 19 geographic
regions, together with ancillary businesses and related assets, including the Laredo Taco Company (the
Business
), for an aggregate purchase price of $3,305,575,000, payable in cash, plus the value of inventory at the closing of
the transactions contemplated by the Purchase Agreement (the
Closing
) and the assumption of certain liabilities related to the Business by Buyers. The purchase price is subject to certain adjustments, including (i) those
relating to specified items that arise during post-signing due diligence and inspections and (ii) individual properties not ultimately being acquired by Buyers due to the failure to obtain necessary third party consents or waivers or because
either Buyers or Sellers exercise their respective rights, under certain circumstances, to cause a specific property to be excluded from the transaction.
The Closing is expected to occur in the second half of 2017, and is subject to the satisfaction or waiver of customary closing conditions for
a transaction of this type, including the receipt of any approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Purchase Agreement contains customary representations, warranties, agreements and other obligations of the parties. Sellers and Buyers
have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Purchase Agreement, subject to certain survival period limitations, deductibles, caps and mini baskets. In addition, Sellers
have agreed to indemnify Buyers for certain liabilities, including certain environmental liabilities, related to Sellers ownership or operation of the Business prior to the date of the Closing (the
Closing Date
), and Buyers
have agreed to indemnify Sellers for certain liabilities, including certain environmental liabilities.
The Purchase Agreement may be
terminated by either the Sellers or Buyers under certain limited circumstances, including: (i) by Buyers and Sellers upon written agreement; (ii) by Buyers or Sellers if the Closing has not occurred by the nine month anniversary of the
Signing Date, subject to certain extensions, as more particularly set forth in the Purchase Agreement; (iii) by Buyers or Sellers if any governmental entity enacts, issues or enters a final,
non-appealable
order that has the effect of prohibiting the transaction; (iv) by Buyers or Sellers if certain of the representations and warranties made by Sellers or Buyers, respectively, fail to be true
and correct, subject to certain materiality qualifiers as more particularly set forth in the Purchase Agreement; and (v) by Buyers upon the fifth business day after a determination that certain specified diligence matters disclosed to Buyers
resulted in or would reasonably be expected to result in losses to Buyers or otherwise have an objectively identifiable adverse impact to the Business with an aggregate value of greater than $50 million.
In connection with the Closing, Sellers and Buyers and their respective affiliates will enter into a number of ancillary agreements, including
a fuel supply agreement between Sunoco, LLC and SEI Fuel.
The foregoing descriptions of the Purchase Agreement and the Guarantee
Agreement are only summaries, do not purport to be complete, and are subject to, and qualified in their entirety by reference to the Purchase Agreement and the Guarantee Agreement, as applicable, and copies of which are filed as Exhibits 2.1
and 10.1 to this Current Report on
Form 8-K and
are incorporated herein by reference.
2
On April 6, 2017, the Partnership issued a press release relating to the entry
into the Asset Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.
On April 6, 2017, the
Partnership hosted a telephone conference during which the Partnerships management discussed the Purchase Agreement and the transactions contemplated thereby. A copy of the presentation materials used in connection with the telephone
conference is furnished and attached as Exhibit 99.2 hereto and is incorporated by reference herein. The presentation materials were posted in the Investor Relations section of the Partnerships website prior to the telephone
conference.
The information set forth herein is furnished under Item 7.01, Regulation FD Disclosure. This information,
including the information contained in Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), or incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary
Statement Relevant to Forward-Looking Information
This Current Report on Form 8-K includes forward-looking statements regarding
future events. These forward-looking statements are based on the Partnerships 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 the Partnerships most recently filed Annual Report on Form
10-K and in other filings made by the Partnership with the Securities and Exchange Commission. While the Partnership 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.