all, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Sunoco LP to repurchase its notes as a
result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Sunoco LP and its Subsidiaries taken as a whole to another Person or group may be uncertain.
In the event that holders of not less than 90% of the aggregate principal amount of any series of notes accept a Change of Control Offer or
Alternate Offer and Sunoco LP purchases all of such notes held by such holders, Sunoco LP will have the right, upon not less than 15 nor more than 60 days prior notice, given not more than 30 days following the purchase
pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the applicable series of notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate
Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the redemption date (subject to the right of the holders of
such notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
The agreements governing Sunoco LPs other Indebtedness contain, and future agreements governing Sunoco LPs Indebtedness
may contain, prohibitions of certain events, including events that would constitute a Change of Control and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require
Sunoco LP to repurchase the notes upon a Change of Control could cause a default under these other agreements, even if the Change of Control itself does not, due to the financial effect of such repurchases on Sunoco LP or other
circumstances. If a Change of Control occurs at a time when Sunoco LP is prohibited from purchasing notes, Sunoco LP could seek the consent of the lenders or counterparties under those agreements or could attempt to repay or refinance such
borrowings. If Sunoco LP does not obtain an appropriate consent or repay those borrowings, Sunoco LP will remain prohibited from purchasing notes. In that case, Sunoco LPs failure to purchase tendered notes would constitute an
Event of Default under the Indenture which could, in all likelihood, constitute a default under the other indebtedness. Finally, Sunoco LPs ability to pay cash to the holders of notes upon a repurchase may be limited by
Sunoco LPs then existing financial resources. See Risk FactorsRisks Related to Our Indebtedness and the NotesWe may not have the funds necessary to finance the repurchase of the notes in connection with a change of
control offer required by the indentures.
Sunoco LP will not consummate, and will not permit any of its Restricted Subsidiaries to consummate, an Asset Sale unless:
||Sunoco LP (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or
otherwise disposed of; |
||such fair market value is determined by the Board of Directors of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partner; and
||at least 75% of the aggregate consideration received by Sunoco LP and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the 2023 Notes Issue Date is in the form of cash or Cash
Equivalents. For purposes of this provision, each of the following will be deemed to be cash: |
||any liabilities, as shown on Sunoco LPs most recent consolidated balance sheet, of Sunoco LP or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms
subordinated to the notes or any Note Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Sunoco LP or such Restricted Subsidiary from or indemnifies against
further liability; |