#USA #Dallas #Parkland Corporation #Sunoco LP #PKI Notes

Sunoco LP Finalizes Exchange Offers and Consent Solicitations for Parkland Corporation Notes

Sunoco LP (NYSE: SUN) has successfully concluded the expiration and outcomes of the private exchange offers and related consent solicitations pertaining to the outstanding notes of Parkland Corporation ("Parkland"). These actions were part of a strategic move initiated by Sunoco in a bid to enhance its financial structure following its acquisition of Parkland. The offers have had significant implications for both companies and their stakeholders.

Overview of the Transaction

On November 5, 2025, Sunoco announced the expiration of its exchange offers for Canadian dollar-denominated and U.S. dollar-denominated outstanding notes issued by Parkland (collectively referred to as the "PKI Notes"). These were offered in exchange for new notes issued by Sunoco, alongside cash considerations.

The exchange offers commenced on October 6, 2025, and saw a remarkable response. The total principal amount tendered for the PKI CAD Notes reached approximately C$1.475 billion, receiving valid tenders from about 92.2% of holders. Meanwhile, the PKI USD Notes saw an even higher participation, with approximately 99.2% of the total principal amount validly tendered. This indicates strong confidence from the investors towards the new propositions put forth by Sunoco.

Details on Tendered Notes

The specific details reveal that for the PKI CAD Notes:

• - 3.875% Senior Notes due 2026: C$549 million tendered (91.6%)
• - 6.000% Senior Notes due 2028: C$380 million tendered (95.2%)
• - 4.375% Senior Notes due 2029: C$544 million tendered (90.8%)

In terms of the PKI USD Notes:

• - 5.875% Senior Notes due 2027: US$499 million tendered (99.8%)
• - 4.500% Senior Notes due 2029: US$790 million tendered (98.8%)
• - 4.625% Senior Notes due 2030: US$798 million tendered (99.8%)
• - 6.625% Senior Notes due 2032: US$493 million tendered (98.6%)

Consent Solicitations

Alongside the exchange offers, Sunoco also initiated consent solicitations to enable amendments to the existing indentures governing the PKI Notes. As of October 20, 2025, the requisite consents from eligible holders had been obtained for the proposed amendments, which are set to simplify compliance and reduce restrictive covenants associated with the PKI Indentures.

Impact of the Acquisition

This exchange offer followed Sunoco's acquisition of Parkland’s shares, which were completed on October 31, 2025. This strategic acquisition has made Parkland a wholly-owned subsidiary of Sunoco, representing a notable expansion in Sunoco's business portfolio and operational capabilities. The integration of Parkland is expected to streamline operations, enhance supply routes, and broaden market reach.

As part of the amendments, significant changes include the potential removal of restrictive covenants and the alteration of what constitutes an "Event of Default" under the existing agreements. This adaptability aims to furnish Sunoco and Parkland with greater operational flexibility moving forward.

Looking Forward

The official settlement date for the exchange offers is anticipated to occur shortly, around November 7, 2025. Eligible holders who validated their participation are expected to receive new notes that mirror the essential terms of their offered PKI Notes, ensuring continuity in interest payments and principal amounts on their investments.

This exchange not only represents a significant restructuring of debt for Sunoco but also acts as a confidence signal to the market regarding the stability and growth potential of Sunoco post-acquisition.

In conclusion, Sunoco LP’s diligent management of the exchange offers and consent solicitations demonstrates its commitment to maintaining a robust financial framework while enhancing operational efficiency through its recent acquisition. Stakeholders can expect the strategic advantages of this integration to shape future developments within both companies effectively.