UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01. | Other Events. |
As previously disclosed in a Current Report on Form 8-K, filed on May 6, 2025, Sunoco LP, a Delaware limited partnership (“Sunoco”), NuStar GP Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Sunoco (“SunocoCorp”), 2709716 Alberta Ltd., an Alberta corporation and wholly-owned subsidiary of SunocoCorp (the “Purchaser” and, together with Sunoco and SunocoCorp, the “Purchaser Parties”), and Parkland Corporation, an Alberta corporation (“Parkland”), entered into an Arrangement Agreement, dated as of May 4, 2025 (the “Arrangement Agreement”), pursuant to which, among other things, and on the terms and subject to the conditions set forth therein, Sunoco will acquire all of the issued and outstanding common shares of Parkland (the “Transaction”).
On May 27, 2025, Parkland has announced, in connection with the Transaction, that it is commencing a private consent solicitation (the “Consent Solicitation”) to amend each of the indentures governing Parkland’s outstanding 5.875% Senior Notes due 2027, 6.000% Senior Notes due 2028, 4.375% Senior Notes due 2029, 4.500% Senior Notes due 2029, 4.625% Senior Notes due 2030 and 6.625% Senior Notes due 2032 (together, the “Parkland Notes” and such indentures, the “Parkland Indentures”).
Pursuant to the Consent Solicitation, Parkland is soliciting consents from eligible holders of each series of Parkland Notes to amend each of the Parkland Indentures to (a) eliminate Parkland’s potential obligation under each Parkland Indenture to make a Change of Control Offer (as such term is defined in the applicable Parkland Indenture) as a result of the Transaction and (b) amend the defined term “Change of Control” in each Parkland Indenture to provide that Sunoco and its affiliates will be “Qualified Owners” of Parkland.
Pursuant to the Arrangement Agreement, the Purchaser Parties have agreed to reimburse (i) Parkland for any consent fee payable in connection the Consent Solicitation, and (ii) Parkland or its subsidiaries reasonable and documented out-of-pocket costs incurred in connection with the Consent Solicitation.
The Consent Solicitation is being made on the terms and conditions set forth in a consent solicitation statement dated May 27, 2025 (the “Consent Solicitation Statement”), copies of which will be made available to holders of the Parkland Notes eligible to participate in the Consent Solicitation.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 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 28, 2025 | By: | /s/ Rick Raymer | ||||
| Name: | Rick Raymer | |||||
| Title: | Vice President, Controller and Principal Accounting Officer | |||||