Sunoco LP on November 5, 2025 announced the expiration and final results of its previously announced private exchange offers of outstanding Canadian dollar denominated notes (collectively, ?PKI CAD Notes?) and U.S. dollar denominated notes (collectively, ?PKI USD Notes? and, together with the PKI CAD Notes, the ?PKI Notes?) previously issued by Parkland Corporation (?Parkland?) for new notes to be issued by Sunoco (the ?New Notes?) and cash (collectively, the ?Exchange Offers?) and related consent solicitations (collectively, the ?Consent Solicitations?) to adopt the Proposed Amendments to the PKI Indentures, commenced by Sunoco on October 6, 2025. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on November 4, 2025. The below tables reflect that CAD 1,474,777,000 in aggregate principal amount of the PKI CAD Notes, representing approximately 92.2% of the total outstanding principal amount of the PKI CAD Notes and at least a majority of each series of PKI CAD Notes outstanding, and USD 2,579,839,000 in aggregate principal amount of the PKI USD Notes, representing approximately 99.2% of the total outstanding principal amount of the PKI USD Notes and at least a majority of each series of PKI USD Notes outstanding, have been validly tendered and not validly withdrawn: The series of PKI CAD Notes includes the 3.875% Senior Notes due 2026 with CUSIP No. 70137WAJ7 (Unrestricted) and 70137WAK4 (Restricted), which have a principal amount tendered of CAD 549,406,000, representing 91.6% of the aggregate principal amount tendered. Additionally, there are the 6.000% Senior Notes due 2028 with CUSIP No. 70137WAB4 (Unrestricted) and 70137WAA6 (Restricted), showing a principal amount tendered of CAD 380,785,000, which is 95.2% of the aggregate principal amount tendered. Furthermore, the 4.375% Senior Notes due 2029 with CUSIP No. 70137WAF5 (Unrestricted) and 70137WAE8 (Restricted) have a principal amount tendered of CAD 544,586,000, accounting for 90.8% of the aggregate principal amount tendered. The total for the PKI CAD Notes amounts to CAD 1,474,777,000, which is 92.2% of the aggregate principal amount tendered. In the series of PKI USD Notes, the 5.875% Senior Notes due 2027 with CUSIP No. 70137TAP0 (144A) and C71968AB4 (Reg. S) have a principal amount tendered of USD 498,854,000, representing 99.8% of the aggregate principal amount tendered. Additionally, the 4.500% Senior Notes due 2029 with CUSIP No. 70137WAG3 (144A) and C7196GAA8 (Reg. S) show a principal amount tendered of USD 789,974,000, which is 98.8% of the aggregate principal amount tendered. The series of PKI USD Notes includes the 4.625% Senior Notes due 2030, which have a CUSIP No. of 70137WAL2 (144A) and C7196GAB6 (Reg. S), with a principal amount tendered of USD 798,252,000, representing 99.8% of the aggregate principal amount tendered. Additionally, there are the 6.625% Senior Notes due 2032, which have a CUSIP No. of 70137WAN8 (144A) and C7196GAC4 (Reg. S), with a principal amount tendered of USD 492,759,000, accounting for 98.6% of the aggregate principal amount tendered. The total principal amount tendered across both series amounts to USD 2,579,839,000, which represents 99.2% of the aggregate principal amount tendered.
As previously announced on October 21, 2025, as of 5:00 p.m., New York City time, on October 20, 2025, Sunoco received the requisite consents from Eligible Holders (as defined below) of each series of PKI Notes to amend the PKI Notes of each series and related indenture and supplemental indentures under which they were issued (as supplemented, collectively, the ?PKI Indentures? and each, a ?PKI Indenture?). As previously announced, on October 31, 2025, Sunoco completed its acquisition of all of the issued and outstanding common shares of Parkland. As a result, Parkland is now a wholly owned subsidiary of Sunoco. Parkland is expected to enter into supplemental indentures to the PKI Indentures (collectively, the ?PKI Amending Supplemental Indentures?) implementing certain proposed amendments to, among other things, eliminate from each PKI Indenture, as it relates to each series of PKI Notes (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an ?Event of Default,? (iii) the financial reporting covenant and (iv) the offer to purchase notes upon a ?Change of Control? (collectively, the ?Proposed Amendments?). The PKI Amending Supplemental Indentures will be effective upon execution but will only become operative upon the Settlement Date (as defined below) of the applicable Exchange Offer. PKI Notes validly tendered and not validly withdrawn and that are accepted for exchange will be exchanged for New Notes on the Settlement Date, and the applicable consideration will be paid to the Eligible Holders of such PKI Notes on such date. Withdrawal rights for the Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on October 20, 2025. Holders may no longer withdraw tendered PKI Notes or revoke consents, except as required by applicable law. The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential exchange offer memorandum and consent solicitation statement for the PKI CAD Notes, dated as of October 6, 2025 (the ?CAD Exchange Offer Memorandum?), and the confidential exchange offer memorandum and consent solicitation statement for the PKI USD Notes, dated as of October 6, 2025 (the ?USD Exchange Offer Memorandum? and together with the CAD Exchange Offer Memorandum, each an ?Exchange Offer Memorandum? and collectively, the ?Exchange Offer Memoranda?), each as amended by Sunoco?s press release dated October 21, 2025. The settlement date of the Exchange Offers and Consent Solicitations (the ?Settlement Date?) is expected to occur on November 7, 2025. Each series of New Notes will have substantially identical interest rates, interest payment dates, maturity dates and redemption terms as the corresponding series of PKI Notes. The first interest payment on any New Notes will include the accrued and unpaid interest on the PKI Notes tendered in exchange therefor so that a tendering Eligible Holder will receive the same interest payment it would have received had its PKI Notes not been tendered in the Exchange Offers and Consent Solicitations; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of PKI Notes equal to the aggregate principal amount of New Notes an Eligible Holder receives.