425: Sunoco LP Amends Parkland Acquisition Terms, Reveals Pro Forma Financials Showing Full-Year Loss
Summary
- Sunoco LP, NuStar GP Holdings, LLC (SunocoCorp), and 2709716 Alberta Ltd. (Purchaser) entered into the First Amending Agreement with Parkland Corporation on May 26, 2025, modifying the Arrangement Agreement dated May 4, 2025.
- The amendment primarily adjusts funding mechanics for the transaction and the proration formula for consideration, with all other material terms remaining unchanged.
- Parkland commenced mailing its management information circular and proxy statement on May 28, 2025, which includes unaudited pro forma condensed combined financial information for Sunoco.
- The pro forma financials reflect the impacts of the Parkland Acquisition, Sunoco's acquisition of NuStar Energy L.P. (completed May 3, 2024), and Sunoco's sale of 204 convenience stores to 7-Eleven, Inc. (completed April 16, 2024).
- The Parkland Acquisition is valued at approximately $9.1 billion, including assumed debt, and is expected to close in the second half of 2025.
- Parkland shareholders are offered 0.295 SunocoCorp units and C$19.80 per Parkland share, with elective alternatives of C$44.00 cash or 0.536 SunocoCorp units, subject to proration.
- Sunoco has secured a $2.65 billion 364-day bridge term loan to fund the cash consideration for the Parkland Acquisition.
- The NuStar Acquisition involved the issuance of approximately 51.5 million common units (fair value ~$2.85 billion), assumption of ~$3.5 billion in debt, and ~$800 million in preferred units.
- The West Texas Asset Sale generated approximately $1.0 billion in proceeds and resulted in a $586 million gain ($442 million net of tax).
Sentiment
Score: 4
Explanation: The sentiment is mixed to slightly negative. While strategic acquisitions and asset sales demonstrate active portfolio management and growth ambitions, the pro forma net loss for the full year 2024, coupled with increased debt and potential dilution, presents a cautious outlook. The successful financing and strategic asset expansion are positive, but the immediate financial impact shown in the pro forma results is concerning.
Positives
- The amendment to the Arrangement Agreement indicates continued progress towards the completion of the significant Parkland acquisition.
- Sunoco has successfully secured a $2.65 billion bridge term loan, demonstrating financing capability for the cash component of the Parkland acquisition.
- The completed NuStar Energy L.P. acquisition significantly expands Sunoco's midstream asset base with approximately 9,500 miles of pipeline and 63 terminal and storage facilities.
- The West Texas Asset Sale generated substantial proceeds of approximately $1.0 billion and a significant gain of $586 million, improving liquidity.
- The amended fuel supply agreement with 7-Eleven, Inc. is expected to incorporate additional fuel gross profit, enhancing future revenue streams.
- The structure of SunocoCorp aims to provide economic equivalence and dividend parity for two years post-closing for Parkland shareholders, potentially facilitating shareholder approval.
Negatives
- The unaudited pro forma condensed combined financial statements show a net loss attributable to limited partners of $(262) million for the year ended December 31, 2024, after giving effect to all transactions.
- The Parkland Acquisition is a large transaction valued at approximately $9.1 billion, which will significantly increase Sunoco's debt burden and introduce new preferred units.
- The transaction involves potential dilution for existing Sunoco unitholders due to the issuance of additional units.
- Significant non-recurring transaction-related expenses are anticipated, including $230 million for the Parkland Acquisition and additional fees for the NuStar Acquisition.
Risks
- The completion of the proposed Parkland transaction is subject to various conditions, including regulatory approvals, court approvals, NYSE listing approval, and Parkland shareholder approval, which may not be obtained on anticipated terms or timing, or at all.
- There is uncertainty regarding the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, prospects, business, and management strategies for the combined company.
- The anticipated benefits of the proposed transaction, including synergies and value creation, may not be realized or may not be realized within the expected time period.
- Potential litigation related to the proposed transaction could be instituted against Sunoco, Parkland, or their directors.
- Disruptions from the proposed transaction could harm Sunoco's or Parkland's business, including current plans and operations, and divert management's time and attention.
- There is a risk of potential adverse reactions or changes to business relationships with employees, suppliers, customers, competitors, or credit rating agencies resulting from the announcement or completion of the proposed transaction.
- The Amended Arrangement Agreement may be subject to further modification or adjustment.
- The parties' ability to satisfy their respective conditions and consummate the transaction is not guaranteed.
- Rating agency actions and Sunoco's and Parkland's ability to access shortand long-term debt markets on a timely and affordable basis could be impacted.
- Potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships, could affect financial performance and operating results during the pendency of the proposed transaction.
- Certain restrictions during the pendency of the arrangement may impact Parkland's ability to pursue certain business opportunities or strategic transactions.
- Dilution may occur due to Sunoco's issuance of additional units representing limited partner interests in connection with the proposed transaction.
- The transaction may incur higher fees, costs, and expenses than anticipated.
Future Outlook
The Parkland Acquisition is expected to close in the second half of 2025, subject to shareholder and regulatory approvals. Sunoco intends for SunocoCorp unitholders to receive dividend equivalents consistent with Sunoco unitholders for two years post-closing. The pro forma financial information provides an illustrative view of the combined entity's potential performance, but actual results may differ due to various risks and uncertainties, including integration success and realization of anticipated synergies.
Management Comments
- Sunoco and Parkland announced that the parties entered into a definitive agreement for the Parkland Acquisition.
- Sunoco has secured a $2.65 billion 364-day bridge term loan for the proposed cash consideration of the Parkland Acquisition.
Industry Context
This announcement reflects a strategic consolidation within the energy midstream and retail fuel distribution sectors. Sunoco's acquisition of NuStar significantly expands its pipeline and terminal infrastructure, aligning with a focus on core midstream assets. The divestiture of convenience stores to 7-Eleven, Inc. suggests a streamlining of its retail operations, potentially allowing Sunoco to concentrate on its fuel supply and wholesale distribution strengths. The Parkland acquisition further expands Sunoco's footprint, indicating a broader trend of scale and integration in the North American energy market to achieve operational efficiencies and market dominance.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry benchmarks, comparable companies, or projects. The pro forma financial information is presented to illustrate the combined entity's financial position and results of operations, rather than to assess performance against industry standards.
Stakeholder Impact
- Shareholders of Parkland Corporation will receive consideration in the form of SunocoCorp units and/or cash, subject to proration, and will vote on the Arrangement Resolution.
- Existing Sunoco LP unitholders may experience dilution due to the issuance of new units for the Parkland acquisition.
- Employees of both Sunoco and Parkland may be impacted by integration efforts and potential changes in business relationships.
- Suppliers, customers, and competitors may see changes in business relationships as a result of the combined entity's operations.
- Creditors will be impacted by the significant increase in Sunoco's debt levels due to the Parkland acquisition and associated financing.
Next Steps
- Parkland Corporation will continue mailing its management information circular and proxy statement to shareholders.
- Parkland shareholders will need to approve the Arrangement Resolution at the Company Meeting.
- Sunoco and Parkland will seek customary regulatory and stock exchange listing approvals.
- The Parkland Acquisition is expected to close in the second half of 2025 upon satisfaction of closing conditions.
- SunocoCorp intends to file relevant materials with the SEC, which may include a registration statement containing a preliminary prospectus.
Legal Proceedings
- Potential litigation relating to the proposed transaction that could be instituted against Sunoco, Parkland, or their directors is identified as a risk factor.
Related Party Transactions
- Sunoco intends to execute certain affiliate transactions with NuStar GP Holdings, LLC, which is expected to be renamed SunocoCorp LLC. SunocoCorp would be a publicly-traded Delaware limited liability company and is expected to hold limited partnership units of Sunoco that are economically equivalent to Sunoco's publicly-traded common units.
Key Dates
- April 16, 2024: Sunoco completed the sale of 204 convenience stores located in West Texas, New Mexico, and Oklahoma to 7-Eleven, Inc.
- May 3, 2024: Sunoco completed the acquisition of 100% of the common units of NuStar Energy L.P.
- January 1, 2024: Assumed date for the consummation of all transactions for the unaudited pro forma condensed combined statements of operations.
- February 14, 2025: Sunoco's Annual Report on Form 10-K for the year ended December 31, 2024, was filed with the SEC.
- March 5, 2025: Parkland's audited consolidated financial statements for the year ended December 31, 2024, were filed on SEDAR+.
- March 31, 2025: Assumed date for the consummation of the Parkland Acquisition for the unaudited pro forma condensed combined balance sheet.
- May 4, 2025: Date of the original Arrangement Agreement between the Purchaser Parties and Parkland Corporation.
- May 5, 2025: Original Arrangement Agreement filed by Sunoco as Exhibit 2.1 to the Current Report on Form 8-K; Parkland's unaudited interim condensed consolidated financial statements for the three months ended March 31, 2025, were filed on SEDAR+.
- May 8, 2025: Sunoco's Quarterly Report on Form 10-Q for the period ended March 31, 2025, was filed with the SEC.
- May 26, 2025: Date of the First Amending Agreement to the Arrangement Agreement.
- May 28, 2025: Parkland commenced mailing its management information circular and proxy statement.
- June 20, 2025: Record date for Parkland's quarterly dividend of $0.36 per Company Share.
- Second half of 2025: Expected closing period for the Parkland Acquisition.
Keywords
Filings with Classifications
Merger Announcement
- The transaction offers a 25% premium to Parkland shareholders based on recent trading prices.
- It provides flexible consideration options, including immediate cash liquidity and participation in future upside via SunocoCorp units.
- The deal is expected to generate significant annual run-rate synergies of US$250 million, indicating improved financial performance for the combined entity.
- The creation of SunocoCorp offers a more tax-efficient structure for non-U.S. and institutional investors, enhancing shareholder value.
Merger Announcement
- Committed bridge financing is in place for the cash portion of the acquisition.
Acquisition Update
- The unaudited pro forma net income attributable to limited partners for the full year ended December 31, 2024, shows a loss of $(262) million, which is a negative financial outcome for the combined entity.
Acquisition Update
- Sunoco has secured a $2.65 billion 364-day bridge term loan to fund the cash consideration for the Parkland Acquisition.
- In connection with the Parkland Acquisition, Sunoco would issue $1 billion in preferred units.
- Sunoco would issue $1.7 billion in aggregate principal amount of senior notes for the Parkland Acquisition.
- SunocoCorp (a wholly-owned subsidiary of SunocoCorp) is expected to issue 51,442,494 common units to Parkland shareholders as part of the acquisition consideration.
Acquisition Update
- The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, shows a net loss attributable to limited partners of $(262) million, which is a negative financial outcome for the combined entity on a pro forma basis.
- The pro forma basic net income (loss) per limited partner unit for the year ended December 31, 2024, is also negative at $(1.40).
Acquisition Update
- Sunoco has secured a $2.65 billion 364-day bridge term loan to fund the proposed cash consideration for the Parkland Acquisition.
- In connection with the Parkland Acquisition, Sunoco would issue $1 billion in preferred units.
- In connection with the Parkland Acquisition, Sunoco would issue $1.7 billion aggregate principal amount of senior notes.
Quarterly Report
- Sunoco has secured a $2.65 billion 364-day bridge term loan for the proposed cash consideration of the Parkland acquisition.
- The transaction is expected to be funded using cash on hand and amounts available under the Partnership's Credit Facility.
Quarterly Report
- Net income decreased compared to the same period last year, primarily due to increased operating expenses, depreciation, and interest expense.
Merger Announcement
- The $2.6 billion cash consideration is supported by a fully committed bridge facility.
- Sunoco expects to permanently finance this through a combination of senior notes and preferred equity prior to close.
- The transaction includes the creation of SUNCorp, a new publicly traded vehicle, to support growth and attract a new investor base.
Earnings Release
- Adjusted EBITDA and Distributable Cash Flow were significantly higher than the same quarter last year.
Merger Announcement
- Sunoco has secured debt financing commitments of $7.55 billion to fund the acquisition.
- The transaction involves the issuance of new SUNCorp Units to Parkland shareholders.
Merger Announcement
- The Effective Time does not occur on or prior to February 4, 2026, or such later date as may be agreed to in writing by the parties (the Outside Date ) (provided that the Outside Date may be extended by either party for 90 days following February 4, 2026 if certain required regulatory approvals have not yet been obtained).
Merger Announcement
- Sunoco has secured a $2.65 billion 364-day bridge term loan for the proposed cash consideration.
- The bridge loan is expected to be permanently financed through a combination of senior notes and a preferred equity offering prior to closing.
Merger Announcement
- Sunoco has secured a $2.65 billion 364-day bridge term loan for the proposed cash consideration.
- The bridge facility is expected to be permanently financed through a combination of senior notes and a preferred equity offering prior to closing.
Debt Offering Announcement
- Sunoco LP is conducting a private offering of $1 billion in senior notes due 2033.
- The offering was upsized from an initial $750 million.
- The proceeds will be used to repay existing indebtedness.
Current Report on Form 8-K
- Sunoco LP announced a private offering of $750 million in senior notes due 2033.
- The company intends to use the net proceeds from the offering to repay indebtedness, including redeeming in full NuStar Logistics, L.P.'s 5.750% senior notes due 2025 and repaying a portion of the outstanding borrowings under Sunoco's revolving credit facility.
- The Notes Offering is not conditioned on the consummation of the acquisition of the German and Polish terminalling assets.
Annual Results
- The company has the ability to further incur additional debt under its Credit Facility and the indentures governing its senior notes.
- The company may issue debt or equity securities prior to that time as it deems prudent to provide liquidity for new capital projects or other partnership purposes.
Earnings Release
- The company's net income, Adjusted EBITDA, and Distributable Cash Flow all significantly increased compared to the previous year.
- The company is targeting a distribution growth rate of at least 5% for 2025, indicating confidence in future performance.
- The company anticipates strong Adjusted EBITDA growth in 2025.
Distribution Announcement
- The company announced a 1.25% increase in the quarterly distribution, which is better than the previous quarter.
- The company also announced a target of at least 5% distribution growth for 2025, which is a positive outlook for investors.
Quarterly Report
- The company's net income decreased significantly due to unfavorable inventory valuation adjustments and increased expenses, indicating worse than expected results.
Quarterly Report
- The net income decreased significantly from $272 million to $2 million year-over-year, indicating a substantial decline in profitability despite improvements in other areas.
Quarterly Report
- Sunoco issued $1.5 billion in senior notes in April 2024 to fund the NuStar acquisition and related transactions.
- The company may issue debt or equity securities prior to the end of 2024 as deemed prudent to provide liquidity for new capital projects or other partnership purposes.
Quarterly Report
- The company's net income and adjusted EBITDA were significantly better than the same period last year due to the gain on the West Texas sale and the positive impact of acquisitions.
Quarterly Report
- The company reported a record net income of $501 million, significantly higher than the $87 million reported in the same quarter last year.
- Adjusted EBITDA, excluding transaction-related expenses, was $400 million, exceeding the $250 million reported in the same quarter last year.
- Distributable Cash Flow, as adjusted, was $295 million, up from $175 million in the prior year's second quarter.
Quarterly Report
- The Partnership issued $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032 in a private offering on April 30, 2024.
- The net proceeds from the offering were used to repay NuStar's debt, fund the redemption of NuStar's preferred units, and pay offering fees and expenses in connection with the merger.
Quarterly Report
- Net income and Adjusted EBITDA both increased year-over-year, indicating better than expected financial performance.
- The company's motor fuel sales volume increased by 9%, demonstrating strong operational performance.
Quarterly Report
- The company issued $1.5 billion in unsecured notes on April 30, 2024.
- The proceeds from this offering will be used to fund the repayment of NuStar's credit and receivables facilities, and redeem NuStar's preferred equity and subordinated notes.
Quarterly Report
- The company reported a record first quarter net income of $230 million, significantly higher than the $141 million reported in the same period last year.
- Adjusted EBITDA for the quarter was $242 million, up from $221 million in the first quarter of 2023.
- The company increased its full-year Adjusted EBITDA guidance to $1.46 billion to $1.52 billion.
Merger Announcement
- The acquisition is expected to be immediately accretive to distributable cash flow per LP unit, growing to greater than 10% accretion by the third year following close.
- The company also expects to realize at least $150 million of expense and commercial synergies and at least $50 million per year of additional cash flow from refinancing activity.
Debt Offering Announcement
- Sunoco LP completed a private offering of $1.5 billion in senior notes.
- The offering included $750 million in 7.000% Senior Notes due 2029 and $750 million in 7.250% Senior Notes due 2032.
- Net proceeds were approximately $1.485 billion after deducting discounts and commissions.
- The funds will be used to repay NuStar Energy debt, redeem NuStar's preferred units, and cover offering expenses related to the merger.
Debt Offering Announcement
- Sunoco LP completed a private offering of $1.5 billion in senior notes.
- The net proceeds will be used to repay NuStar's debt, redeem NuStar's preferred units, and cover offering expenses.
Debt Offering Announcement
- Sunoco LP has priced a private offering of $1.5 billion in senior notes.
- The offering includes $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032.
- The proceeds will be used to refinance debt and redeem preferred units of NuStar Energy in connection with the pending merger.
Debt Offering Announcement
- Sunoco has priced a private offering of $1.5 billion in senior notes.
- The offering is split into $750 million of 7.000% notes due 2029 and $750 million of 7.250% notes due 2032.
- The proceeds will be used to refinance NuStar's debt and preferred units, and to fund the merger.
Current Report on Form 8-K
- Sunoco is conducting a private offering of $1.5 billion in senior notes due 2029 and 2032.
- The proceeds will be used to repay NuStar Energy's debt, fund the redemption of NuStar's preferred units, and pay offering fees and expenses related to the pending merger.
- The offering is not contingent on the completion of the NuStar Merger.
Debt Offering Announcement
- Sunoco is conducting a private offering of $1.5 billion in senior notes.
- The notes are split into $750 million due in 2029 and $750 million due in 2032.
Partnership Agreement Details
- The partnership agreement authorizes the issuance of an unlimited number of additional partnership interests without unitholder approval.
- The document mentions that the partnership may fund acquisitions through the issuance of additional common units or other partnership interests.
Quarterly Report
- The company reported a net loss for the fourth quarter of 2023, compared to a net income in the same period of 2022.
- The company's net income for the full year 2023 decreased compared to 2022.
Merger Announcement
- Sunoco has secured a $1.6 billion 364-day bridge term loan to refinance NuStar's existing debt.
- The transaction is an all-equity deal, with NuStar unitholders receiving Sunoco units.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.