Purpose and Effect of the Exchange Offer
In connection with the sale of the private notes on July 20, 2015, we, Sunoco Finance and the guarantors entered into a registration rights
agreement with the initial purchasers of the private notes (the registration rights agreement), which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of
the registration statement, offer to the holders of the private notes the opportunity to exchange their private notes for a like principle amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be
reoffered and resold without registration under the Securities Act.
The registration rights agreement provides that we must use our
reasonable efforts to consummate the exchange offer not later than 365 days after the original issuance of the private notes. The registration rights agreement further provides that, under certain circumstances, we must file a shelf registration
statement for the resale of the private notes and use reasonable best efforts to cause such registration statement to become effective under the Securities Act and to keep such registration statement effective for a period of one year, or such
shorter period that will terminate when all private notes covered by the shelf registration statement have been sold.
For each private
note surrendered to us pursuant to the exchange offer, the holder of such private note will receive an exchange note having a principal amount equal to that of the surrendered private note. Interest payments on the exchange notes will be made
semi-annually in cash, on February 1 and August 1 of each year. The registration rights agreement also provides an agreement to include in the prospectus for the exchange offer certain information necessary to allow a broker-dealer
who holds private notes that were acquired for its own account as a result of market-making activities or other trading activities (other than private notes acquired directly from us or one of our affiliates) to exchange such private notes pursuant
to the exchange offer and to satisfy the prospectus delivery requirements in connection with resales of exchange notes received by such broker-dealer in the exchange offer. We agreed to use reasonable efforts to maintain the effectiveness of the
exchange offer registration statement for these purposes for a period of 180 days after the completion of the exchange offer, which period may be extended under certain circumstances.
The preceding agreement is needed because any broker-dealer who acquires private notes for its own account as a result of market-making
activities or other trading activities is required to deliver a prospectus meeting the requirements of the Securities Act. This prospectus covers the offer and sale of the exchange notes pursuant to the exchange offer and the resale of exchange
notes received in the exchange offer by any broker-dealer who held private notes acquired for its own account as a result of market-making activities or other trading activities (other than private notes acquired directly from us or one of our
Holders that are broker-dealers may be deemed underwriters within the meaning of the Securities Act in
connection with any resale of exchange notes acquired in the exchange offer. Holders that are broker-dealers must acknowledge that they acquired their private notes in market-making activities or other trading activities and must deliver a
prospectus when they resell the exchange notes they acquire in the exchange offer in order not to be deemed an underwriter.
interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued in exchange for private notes may be offered for resale, resold and otherwise transferred by any exchange
noteholder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
||such holder is not an affiliate of ours within the meaning of Rule 405 under the Securities Act; |
||such exchange notes are acquired in the ordinary course of the holders business; and |
||the holder does not intend to participate in the distribution of such exchange notes. |