UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
On June 18, 2024, the Parish of St. James, State of Louisiana (the “Parish”) approved an ordinance authorizing the execution of certain documents amending the Indentures (as defined below) and Lease Agreements (as defined below) related to Gulf Opportunity Zone Revenue Bonds, or “GoZone Bonds” (as discussed below), issued by the Parish, the proceeds of which were leased to NuStar Logistics, L.P., a Delaware limited partnership (“NuStar Logistics”) to finance the construction of certain infrastructure projects.
| Item 1.01 | Entry into a Material Definitive Agreement. |
GoZone Bond Indentures and Lease Agreements
The Parish initially issued five series of bonds, namely (i) $56,200,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2008 (the “Series 2008 Bonds”), pursuant to an Indenture of Trust dated as of June 1, 2008 (the “Series 2008 Indenture”), (ii) $100,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010 (the “Series 2010 Bonds”), pursuant to an Indenture of Trust dated as of July 1, 2010 (the “Series 2010 Indenture”), (iii) $50,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010A (the “Series 2010A Bonds”), pursuant to an Indenture of Trust dated as of October 1, 2010 (the “Series 2010A Indenture”), (iv) $85,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010B (the “Series 2010B Bonds”), pursuant to an Indenture of Trust dated as of December 1, 2010 (the “Series 2010B Indenture”) and (v) $75,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2011 (the “Series 2011 Bonds” and, together with the Series 2008 Bonds, the Series 2010 Bonds, the Series 2010A Bonds and the Series 2010B Bonds, the “GoZone Bonds”), pursuant to an Indenture of Trust dated as of August 1, 2011, each between the Parish and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as trustee (the “Trustee”) (the “Series 2011 Indenture” and, together with the Series 2008 Indenture, the Series 2010 Indenture, the Series 2010A Indenture and the Series 2010B Indenture, each as amended and supplemented to date, the “Indentures”).
The proceeds of the sale of the GoZone Bonds were loaned to NuStar Logistics, pursuant to five lease agreements, each between the Parish and NuStar Logistics and dated as of June 1, 2008, July 1, 2010, October 1, 2010, December 1, 2010 and August 1, 2011, respectively (collectively and as amended and supplemented to date, the “Lease Agreements”).
On July 15, 2024, the Parish, the Trustee, Sunoco and certain of Sunoco’s subsidiaries entered into (i) Second Supplement and Amendments to each of the Indentures, which amended and supplemented the Indentures applicable to each series of GoZone Bonds (the “Second Supplemental Indentures”) and into (ii) Second Supplement and Amendments to each of the Lease Agreements, amending and supplementing the Lease Agreements applicable to each series of GoZone Bonds (the “Second Supplemental Lease Agreements”) to add Sunoco and certain of Sunoco’s subsidiaries as guarantors to each series of the aforementioned GoZone Bonds.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Indentures, Second Supplemental Indentures, Lease Agreements and Second Supplemental Lease Agreements, each of which is incorporated in this Item 1.01 by reference.
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| 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 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURES
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 | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
Date: July 18, 2024