Sunoco LP filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement |
Amendment to Credit Agreement
On May 16, 2025, Sunoco LP (the “Partnership”) entered into that certain Amendment No. 1 to Third Amended and Restated Credit Agreement among the Partnership, as borrower, certain subsidiaries of the Partnership, as guarantors, the lenders and letter of credit issuers party thereto and Bank of America, N.A., as administrative agent and a letter of credit issuer (the “Amendment”), which amends that certain Third Amended and Restated Credit Agreement entered into by and among the Partnership, the lenders and letter of credit issuers from time to time party thereto and Bank of America, N.A., as administrative agent, swingline lender and a letter of credit issuer on May 3, 2024 (the “Credit Agreement” and as amended, the “Amended Credit Agreement”).
Pursuant to the Amendment, the Credit Agreement was amended to, among other things, make the following changes to the Credit Agreement effective as of the Parkland Acquisition Closing Date (as defined in the Amended Credit Agreement): (i) increase the letter of credit sublimit from $100 million to $250 million, (ii) exclude Parkland and its subsidiaries from any requirement to provide a guarantee of the Obligations (as defined in the Amended Credit Agreement) to the extent (x) such guarantee would not be permitted under any existing indebtedness of Parkland and its subsidiaries that remains outstanding after the Parkland Acquisition Closing Date or (y) such guarantee, if provided by a domestic subsidiary that is a direct or indirect subsidiary of a foreign subsidiary, could reasonably be expected to have material adverse tax consequences and (iii) permit the Partnership or any of its subsidiaries to incur (x) Permitted Parkland Acquisition Bridge Debt (as defined in the Amended Credit Agreement) in an aggregate principal amount not to exceed $2,650 million and (y) Permitted Parkland Backstop Bridge Debt (as defined in the Amended Credit Agreement) in an aggregate principal amount not to exceed $3,400 million less reductions to such maximum amount as set forth in the Amended Credit Agreement.
In connection with the entry into the Amendment, $1.50 billion of the previously disclosed debt financing commitments provided by Barclays Bank PLC (and certain of its affiliates) and Royal Bank of Canada (and certain of its affiliates) terminated in accordance with the terms of such commitments.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 relating to the Amendment under the heading “Amendment to Credit Agreement” is hereby incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among Sunoco LP, as borrower, Bank of America N.A., as administrative agent, swingline lender and an LC issuer and the lenders party thereto. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURE
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: May 19, 2025 | By: | /s/ Rick Raymer | ||||
| Name: | Rick Raymer | |||||
| Title: | Vice President, Controller and Principal Accounting Officer | |||||