Sunoco LP (NYSE:SUN) entered into a definitive agreement to acquire NuStar Energy L.P. (NYSE:NS) for $3.1 billion on January 22, 2024. Under the terms of the agreement, NuStar common unitholders will receive 0.400 Sunoco common units for each NuStar common unit. Sunoco entered into (i) a debt commitment letter (the ? Term Commitment Letter ?) with Truist Securities, Inc. and Truist Bank (collectively, ? Truist ?) pursuant to which Truist committed to provide to Parent, subject to the terms and conditions set forth therein, an aggregate principal amount of $1.6 billion of 364-day term loan commitments, which 364-day term loan commitments may be reduced on the terms and conditions set forth in the Term Commitment Letter and (ii) a debt commitment letter (the ? Revolver Commitment Letter ?) with Truist pursuant to which Truist committed to provide to Parent, subject to the terms and conditions set forth therein, a $1.5 billion senior unsecured revolving credit facility. In case of termination, NuStar will be obligated to pay a termination fee of $90,272,205 to Sunoco.

The parties? obligations to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including, among others: approval by NuStar?s unitholders, the expiration or termination of all waiting periods (and any extension thereof) applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ? HSR Act ?), the Form S-4 having been declared effective by the SEC, Common Units to be issued in the Unit Issuance having been approved for listing on the New York Stock Exchange and customary regulatory approvals. The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2024. The transaction is immediately accretive with 10%+ accretion by third year. As of April 9, 2024, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with Sunoco?s pending acquisition of NuStar. The transaction is expected to close shortly after unitholder approval. As per filling on April 3, 2024, the Registration statement on Form S-4 filed by Sunoco with the SEC was declared effective. As of May 1, 2024, NuStar unitholders approved the merger at special meeting held at 9:00 a.m. Central Time on May 1, 2024. The transaction is expected to close on or about May 3, 2024, subject to the satisfaction of customary closing conditions.

Truist Securities acted as the exclusive financial advisor to Sunoco. Michael J. Aiello and Sachin Kohli, Claudia Lai, Omar Samji, Cody Carper, Frank Adams, Ashley Butler, Courtney Marcus, Brendan Conley, Megan Granger, Carla Hine, Annemargaret Connolly, Timothy Welch, Paul Wessel, Jannelle Seales, Joseph Pari, Karen Ballack, Olivia Greer and Peter Mee of Weil, Gotshal & Manges LLP and Lande Spottswood, Jackson O?Maley, Ramey Layne, James Longhofer, Ryan Carney and Paige Anderson of Vinson & Elkins LLP acted as Sunoco?s legal advisors. Barclays acted as financial advisor to NuStar. Igor Kirman and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz and George J. Vlahakos of Sidley Austin LLP acted as NuStar?s legal advisors. Barclays Capital Inc. acted as fairness opinion provider to NuStar. Barclays Capital received $4 million for providing opinion services and $37 million for financial services. Aaron Dixon and Stuart Rogers of Alston & Bird LLC represented Truist Securities, Inc. as financial advisor to Sunoco LP. Morrow & Co., LLC acted as Information Agent to NuStar and will receive $0.035 million as a payment. Computershare Trust Company, National Association acted as transfer agent and registrar for the Sunoco.

Sunoco LP (NYSE:SUN) completed the acquisition of NuStar Energy L.P. (NYSE:NS) on May 3, 2024.