Sunoco LP announced a private offering of senior notes due 2029 in an aggregate principal amount of $750 million (2029 notes) and senior notes due 2032 in an aggregate principal amount of $750 million (the "2032 notes," and collectively with the 2029 notes, the "notes"). Sunoco intends to use the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar Energy L.P., a Delaware limited partnership ("NuStar"), in connection with a pending merger between Sunoco and NuStar (the "NuStar Merger"), (ii) fund the redemption of NuStar's preferred units in connection with the NuStar Merger and (iii) pay offering fees and expenses. This offering is not contingent on the completion of the NuStar Merger.

Sunoco intends to use the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar Energy L.P., a Delaware limited partnership ("NuStar"), in connection with a pending merger between Sunoco and NuStar (the "NuStar Merger"), (ii) fund the redemption of NuStar's preferred units in connection with the NuStar Merger and (iii) pay offering fees and expenses. This offering is not contingent on the completion of the NuStar Merger. If the consummation of the NuStar Merger does not occur on or before April 22, 2025 (the "Outside Date"); or (y) prior thereto, Sunoco notifies the trustee in writing that (a) the Agreement and Plan of Merger, dated as of January 22, 2024, among NuStar, Sunoco, and certain of their respective affiliates, has been terminated, (b) Sunoco will not pursue the consummation of the NuStar Merger or (c) Sunoco has determined in its sole discretion that the NuStar Merger cannot or is not reasonably likely to be completed by the Outside Date, the notes will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price of the notes to be redeemed plus accrued and unpaid interest to, but not including, the payment date of such mandatory redemption.