M&A - Sunoco LP

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525129763

Filing Summary: On May 26, 2025, Sunoco LP entered into a First Amending Agreement regarding its Arrangement Agreement with Parkland Corporation and associated parties for a business transaction. The amendment updates aspects of the prior arrangement agreement, specifically regarding adjustments to funding, proration formulas, and payment structures. Key elements include the disposition of cash maximum considerations and the restructuring of share classes relating to the entities involved. Further, on May 28, 2025, Parkland initiated the mailing of their management information circular and proxy statement related to the transaction, including unaudited pro forma financial statements that provide insights into Sunoco's financial status post-transaction. The document highlights potential risks and uncertainties related to the completion of the transaction between Sunoco and Parkland, including the need for regulatory and shareholder approvals, and outlines relevant legal considerations about the arrangement.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525129974

Filing Summary: Sunoco LP is filing this document to announce its acquisition of 100% of Parkland shares through a cash and equity transaction. The terms of the offer include options for Parkland shareholders to receive $19.80 in cash plus 0.295 SunocoCorp units per share, an all-cash option of $44 per share, or an all-equity option of 0.536 SunocoCorp units per share. This represents a 25% premium based on the average price of Parkland shares prior to the announcement. The transaction will require Parkland shareholder approval and is subject to regulatory approvals including the HSR Act and Competition Act, with an expected closing in the second half of 2025. The strategic rationale for the acquisition includes creating a larger independent fuel distributor with enhanced operational efficiencies, increased scale, and improved financial performance. Commitment to maintain significant employment levels in Canada and investment in existing infrastructure is emphasized. The document also outlines various financial benefits anticipated for Parkland shareholders, including a more favorable tax structure and enhanced shareholder returns.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525129758

Filing Summary: On May 26, 2025, Sunoco LP entered into a First Amending Agreement to its Arrangement Agreement with Parkland Corporation, adjusting the funding mechanics and proration formula for the transaction. This follows the original Arrangement Agreement dated May 4, 2025, which remains largely unchanged. The filing details that Parkland began mailing its management information circular and proxy statement on May 28, 2025, providing unaudited pro forma condensed combined financial information. The pro forma information reflects Sunoco’s acquisition of NuStar Energy L.P. and the sale of 204 convenience stores to 7-Eleven, Inc. The report includes forward-looking statements about the potential transaction, emphasizing the uncertainties and risks involved, such as necessary approvals and integration challenges. It also notes that this report is not an offer to sell or solicit securities.

Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525127982

Filing Summary: On May 27, 2025, Sunoco LP announced its acquisition of all issued and outstanding common shares of Parkland Corporation, as per an Arrangement Agreement dated May 4, 2025. In connection with this acquisition, Parkland announced a private consent solicitation to amend the indentures governing its outstanding Senior Notes. The requested amendments include the elimination of Parkland's obligation to make a Change of Control Offer due to the acquisition and to classify Sunoco and its affiliates as 'Qualified Owners' of Parkland. The Purchaser Parties have agreed to reimburse Parkland for any consent fees and reasonable costs associated with the Consent Solicitation.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122657

Filing Summary: On May 16, 2025, Sunoco LP entered into Amendment No. 1 to its Third Amended and Restated Credit Agreement. This amendment includes significant changes such as increasing the letter of credit sublimit from $100 million to $250 million, excluding Parkland and its subsidiaries from providing guarantees on certain obligations, and allowing the Partnership to incur substantial bridge debt related to the Parkland acquisition. This amendment is expected to facilitate the ongoing acquisition process and streamline financial obligations post-acquisition. Additionally, $1.50 billion of previously disclosed debt financing commitments from Barclays and Royal Bank of Canada have been terminated in accordance with the amendment terms.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000155227525000051

Filing Summary: On May 5, 2025, Sunoco LP announced a definitive agreement to acquire all outstanding shares of Parkland Corporation in a cash and equity transaction valued at approximately $9.1 billion, including assumed debt. As part of this acquisition, a new publicly traded Delaware limited liability company named SUNCorp, LLC will be formed. This entity will hold limited partnership units of Sunoco, equivalent to Sunoco’s publicly-traded common units. Parkland shareholders have options for receiving either cash, new SUNCorp units, or a combination of equity and cash, with a premium based on the stock price at the time of the announcement. Additionally, Sunoco has secured a $2.65 billion 364-day bridge term loan for the cash portion of the acquisition. The transaction is expected to close in the second half of 2025, pending approval from Parkland’s shareholders and regulatory consent. Moreover, Sunoco is also moving forward with the acquisition of TanQuid GmbH & Co. KG for approximately €500 million. These acquisitions are part of Sunoco's strategy to expand its operational footprint in the fuel distribution market.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113058

Filing Summary: On May 4, 2025, Sunoco LP and its subsidiaries entered into an Arrangement Agreement with Parkland Corporation to acquire all outstanding common shares of Parkland. This acquisition will occur via an arrangement under the Alberta Business Corporations Act. Upon completion, Parkland will become a wholly-owned subsidiary of Sunoco, while its subsidiary, SUNCorp, will list its units publicly. Shareholders of Parkland can choose to receive either cash or SUNCorp Units as consideration. The transaction outlines various conditions including regulatory approvals, shareholder consent, and stipulations for handling dissenting shares. It also establishes indemnification agreements and outlines termination rights connected to the deal. Financing commitments totaling $7.55 billion were secured from Barclays Bank and Royal Bank of Canada, aimed at funding obligations under the Agreement. This acquisition is subject to customary warranties, covenants, and conditions necessary for completion, with specified timelines for shareholder meetings and court approvals as part of the regulatory process.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113456

Filing Summary: On May 5, 2025, Sunoco LP announced its definitive agreement to acquire Parkland Corporation for a total transaction value of $9.1 billion, which includes assumed debt. The acquisition will involve exchanging Parkland's common shares for 0.295 common units in a newly created publicly traded entity called SUNCorp, as well as CAD 19.80 in cash per share, representing a premium of 25% over recent stock prices. The deal is expected to be immediately accretive, generating at least 10% accretion to distributable cash flow per unit and $250 million in annual synergies by year three post-acquisition. The combined companies will have an enterprise value of approximately $24.5 billion and will aim to achieve a 4x leverage ratio within 12 to 18 months following the close of the transaction, expected in the second half of 2025. The transaction remains contingent upon regulatory approvals and a vote by Parkland shareholders. Both companies emphasized their focus on creating value for shareholders and maintaining operations in Canada, with Sunoco committed to a Canadian headquarters and strong presence in the market.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113057

Filing Summary: On May 4, 2025, Sunoco LP entered into an Arrangement Agreement to acquire all the outstanding shares of Parkland Corporation. This agreement enables Sunoco to transform Parkland into a wholly-owned subsidiary. Shareholders of Parkland will have options for receiving either cash or common units of SUNCorp as consideration. Specifically, Parkland shareholders can choose CAD$19.80 cash and 0.295 common units or alternative cash equivalents based on share price thresholds. The transaction is contingent upon regulatory approvals and the approval of Parkland shareholders at a special meeting. Terms also include shareholder voting agreements to favor the arrangement, commitments from lenders for substantial financing, and frameworks for resolving potential dissenting shares and options. The agreement outlines various conditions for closing and the necessary steps to ensure compliance with legal and regulatory requirements.

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525112168

Filing Summary: On May 5, 2025, Sunoco LP announced its entry into an Arrangement Agreement to acquire Parkland Corporation with a transaction valued at approximately $9.1 billion, including debt. Under the agreement, Parkland shareholders will receive either 0.295 SUNCorp units and C$19.80 for each Parkland share or can elect to receive C$44.00 in cash per share or 0.536 SUNCorp units, subject to proration. Sunoco will create a new entity, SUNCorp, that will hold the limited partnership units equivalent to Sunoco’s common units. The transaction aims to provide financial benefits such as 10%+ accretion to cash flow per unit within 12-18 months post-close, with expected synergies of $250 million by Year 3. Both companies' boards of directors have unanimously approved the deal, which requires regulatory approval and is expected to close in the second half of 2025. The deal strengthens Sunoco's portfolio and geographic diversification while maintaining a presence and employment in Canada, particularly through its commitments to the Burnaby Refinery and Canadian transportation infrastructure expansion. Financial advisors involved include Barclays, RBC Capital Markets, and others for both Sunoco and Parkland.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525112135

Filing Summary: On May 5, 2025, Sunoco LP announced its acquisition of Parkland Corporation following a joint press release with Parkland. The Arrangement Agreement, dated May 4, 2025, details that Sunoco will acquire all outstanding common shares of Parkland. Parkland shareholders will receive consideration in cash and common units representing limited liability company interests in Sunoco's subsidiary, SUNCorp, which will become publicly traded upon closing. The joint investor presentation related to this transaction was also filed as part of this report.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525058347

Filing Summary: On March 20, 2025, Sunoco LP announced the commencement of a private offering of senior notes, referred to as the 'Notes Offering.' In conjunction with this offering, the Partnership revealed plans to acquire two Bermuda entities that own and operate terminal assets in Germany and Poland, which include 15 fuel terminals in Germany and one in Poland, for a total cash consideration of less than €500 million. The acquisition is anticipated to be funded using existing cash and borrowings from their revolving credit facility, with completion expected in the second quarter of 2025. The acquisition will be independent of the Notes Offering, which is not contingent upon the transaction. As of March 18, 2025, the Partnership reported having $2 million in cash and cash equivalents alongside approximately $537 million in outstanding borrowings on their revolving credit facility. Additional borrowing capacity is noted to be around $907 million. This report provides pro forma financial statements reflecting the operational changes from the recent acquisition of NuStar Energy L.P. and clarifies that the provided information does not constitute an offer to sell or a solicitation for buying any securities related to the Notes Offering.

Form Type: 10-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000155227525000019

Filing Summary: This document details the 10-K filing for Sunoco LP for the fiscal year ended December 31, 2024. The company continues to engage in acquisitions, notably highlighting recent transactions involving NuStar acquisitions. This includes the acquisition of terminals and other assets, which are crucial for expanding operational capacity. The report also provides insights into significant financial metrics, operational areas including fuel distribution and pipeline systems, and future plans regarding distribution targets. The management emphasizes growth through strategic acquisitions, financial performance and outlines commitments to stakeholders. Key financial information is discussed, showcasing revenue trends and the impact of acquisitions on overall fiscal health.