SUNOCO LP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Concluding a significant definitive agreement

credit agreement

On April 7, 2022, Sunoco LP (the “Partnership”) has entered into a second amended and restated credit agreement between the Partnership, as borrower, the lenders from time to time who are parties thereto and Bank of America, North America., as Administrative Agent, Collateral Agent, Swingline Lender and LC Issuer (the “Credit Agreement”). The Credit Agreement amended and restated the Partnership’s existing revolving credit facility entered into on July 27, 2018.

The credit agreement is a $1.50 billion revolving credit facility, maturing
April 7, 2027 (the date of which may be extended in accordance with the terms of the credit agreement). The Facility may be increased from time to time upon the written request of the Partnership, subject to certain conditions, up to a $500 million. Borrowings under the Revolving Credit Facility will bear interest at a prime rate (a rate based on the greater of (a) the federal funds rate (as defined therein) plus 0.5%, ( (b) Bank of America Prime Rate and (c) One-Month Forward SOFR (as defined therein) plus 1.00%), in each case plus an applicable margin ranging from 1.25% to 2.25%, in the case of a term SOFR loan, or 0.250% to 1.25%, in the case of a base rate loan (determined by reference to the net leverage ratio of the company in Sponsorship (as defined herein)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease within a range of 1.125% to 1.75%, in the case of a term SOFR loan, or 0.125% to 0.750%, in the case of a base rate loan (determined by reference to the credit rating of the long-term senior, unsecured and uncredit-enhanced debt of the Partnership and the rating corporate issuer of the limited partnership). Interest is payable quarterly if the base rate applies and at the end of the applicable interest period if the Term SOFR applies. In addition, the unused portion of the Partnership’s revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.350%, depending on the Partnership’s net leverage ratio. When the Partnership first obtains an investment grade credit rating, the commitment fee will decrease within a range of 0.125% to 0.350%, depending on the Partnership’s credit rating described above .

The Credit Agreement requires the Partnership to maintain a net leverage ratio not exceeding 5.50:1.00. The Credit Agreement also requires the Partnership to maintain an interest coverage ratio (as defined therein) of at least 2.25:1.00.

The indebtedness under the Credit Agreement is secured by a security interest in, among other things, all present and future personal property of the Partnership and all present and future personal property of its guarantors, the capital stock of its subsidiaries (or 66% of the share capital of significant foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security securing the Credit Agreement will be released.

The indebtedness under the Credit Agreement is guaranteed by certain material subsidiaries of the Partnership.

The Credit Agreement contains certain customary representations and warranties, positive and negative clauses and events of default. If an Event of Default occurs and continues, the Lenders may declare all amounts outstanding under the Credit Agreement immediately due and payable.

The foregoing description is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Schedule 10.1 to this current Report on Form 8-K and incorporated into this Section 1.01 by reference.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant


The information set forth in Section 1.01 relating to the Credit Agreement under the heading “Credit Agreement” is incorporated into this Section 2.03 by reference.

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Item 9.01 Financial statements and supporting documents.


(d) Exhibits.

Exhibit
Number                                    Description

10.1           Amended and Restated Credit Agreement, dated as of April 7, 2022, by
             and among Sunoco LP, as borrower, Bank of America N.A., as
             administrative agent, collateral agent, swingline lender and an LC
             issuer and the lenders party thereto.

104          Cover Page Interactive File (the cover page tags are embedded within
             the Inline XBRL document).

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