Introductory Note
On May 3, 2024, Sunoco LP, a Delaware limited partnership (“Sunoco”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“Merger Sub”), NuStar Energy L.P., a Delaware limited partnership (“NuStar”), Riverwalk Logistics, L.P., a Delaware limited partnership (“Riverwalk”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company and the sole general partner of Riverwalk and Sunoco GP LLC, a Delaware limited liability company and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “Merger”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco.
Item 1.01 |
Entry into a Material Definitive Agreement. |
Sunoco Supplemental Indentures
On May 31, 2024, in connection with the consummation of the Merger, Sunoco, Sunoco Finance Corp., a Delaware corporation (“Sunoco Finance Corp.” and, together with Sunoco, the “Sunoco Issuers”), certain of Sunoco’s subsidiaries and U.S. Bank National Association, as trustee (the “Sunoco Trustee”), entered into (i) a Supplemental Indenture (the “2018 Second Supplemental Indenture”), which amended and supplemented the Indenture, dated as of January 23, 2018 (the “2018 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 5.500% Senior Notes due 2026 and 5.875% Senior Notes due 2028, as amended and supplemented by the First Supplemental Indenture, dated as of January 24, 2019 (the “2018 First Supplemental Indenture”), (ii) a Supplemental Indenture (the “2019 Supplemental Indenture”), which amended and supplemented the Indenture dated as of March 14, 2019 (the “2019 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 6.000% Senior Notes due 2027, (iii) a Supplemental Indenture (the “2020 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of November 24, 2020 (the “2020 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 4.500% Senior Notes due 2029, (iv) a Supplemental Indenture (the “2021 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of October 20, 2021 (the “2021 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 4.500% Senior Notes due 2030, (v) a Supplemental Indenture (the “2023 Supplemental Indenture”), which amended and supplemented the Indenture, dated as of September 20, 2023 (the “2023 Indenture”), among the Sunoco Issuers, the guarantors party thereto and the Sunoco Trustee governing the Sunoco Issuers’ 7.000% Senior Notes due 2028, and (vi) a Supplemental Indenture (the “2024 Supplemental Indenture” and collectively with the 2018 Second Supplemental Indenture, 2019 Supplemental Indenture, 2020 Supplemental Indenture, 2021 Supplemental Indenture and 2023 Supplemental Indenture, the “Sunoco Supplemental Indentures”), which amended and supplemented the Indenture, dated as of April 30, 2024 (the “2024 Indenture”), among Sunoco, the guarantors party thereto and the Sunoco Trustee governing Sunoco’s 7.000% Senior Notes due 2029 and 7.250% Senior Notes due 2032, in each case, to add certain subsidiaries of Sunoco as guarantors to fully and unconditionally guarantee each respective series of outstanding Senior Notes.
The foregoing descriptions of the Sunoco Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the (i) 2018 Indenture, which is filed as Exhibit 4.1 and incorporated in this Item 1.01 by reference, (ii) 2018 First Supplemental Indenture, which is filed as Exhibit 4.2 and incorporated in this Item 1.01 by reference, (iii) 2018 Second Supplemental Indenture, which is filed as Exhibit 4.3 and incorporated in this Item 1.01 by reference, (iv) 2019 Indenture, which is filed as Exhibit 4.4 and incorporated in this Item 1.01 by reference, (v) 2019 Supplemental Indenture, which is filed as Exhibit 4.5 and incorporated in this Item 1.01 by reference, (vi) 2020 Indenture, which is filed as Exhibit 4.6 and incorporated in this Item 1.01 by reference, (vii) 2020 Supplemental Indenture, which is filed as Exhibit 4.7 and incorporated in this Item 1.01 by reference, (viii) 2021 Indenture, which is filed as Exhibit 4.8 and incorporated in this Item 1.01 by reference, (ix) 2021 Supplemental Indenture, which is filed as Exhibit 4.9 and incorporated in this Item 1.01 by reference, (x) 2023 Indenture, which is filed as Exhibit 4.10 and incorporated in this Item 1.01 by reference, (xi) 2023 Supplemental Indenture, which is filed as Exhibit 4.11 and incorporated in this Item 1.01 by reference, (xii) 2024 Indenture, which is filed as Exhibit 4.12 and incorporated in this Item 1.01 by reference, and (xiii) 2024 Supplemental Indenture, which is filed as Exhibit 4.13 and incorporated in this Item 1.01 by reference.
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