secwatch / observer
8-K filed May 3, 2024, 7:59 PM ET ticker SUN CIK 0001552275
M&A confidence high sentiment neutral materiality 0.80

Sunoco completes NuStar merger; each NuStar unit converted to 0.400 Sunoco unit

Sunoco LP

item 1.01item 2.01item 8.01item 2.03item 7.01item 9.01

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JSON Markdown Plain text

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sunoco LP completed an acquisition involving NuStar Energy L.P. for .400 of a Common Unit representing limited partner interests in Sunoco per NuStar Common Unit (closed 2024-05-03).

Action
acquisition
Counterparty
NuStar Energy L.P.
Consideration
.400 of a Common Unit representing limited partner interests in Sunoco per NuStar Common Unit
Closing
2024-05-03
Exact text from the filing
ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sunoco LP amended Third Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender and an LC issuer; the lenders from time to time party thereto valued at $1.50 billion (effective 2024-05-03).

Action
amendment
Agreement
credit facility
Counterparty
Bank of America, N.A., as administrative agent, swingline lender and an LC issuer; the lenders from time to time party thereto
Value
$1.50 billion
Effective
2024-05-03
Exact text from the filing
Third Amended and Restated Credit Agreement among Sunoco, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swingline lender and an LC issuer (the “ Sunoco Credit Agreement ”), which amended and restated Sunoco’s existing revolving credit facility entered into on April 7, 2022, was entered into on May 3, 2024.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sunoco LP amended Waiver Letter and Second Amendment to the NuStar Credit Agreement with Wells Fargo Bank, National Association (effective 2024-05-03).

Action
amendment
Agreement
credit facility
Counterparty
Wells Fargo Bank, National Association
Effective
2024-05-03
Exact text from the filing
On May 3, 2024, a Waiver Letter and Second Amendment to the NuStar Credit Agreement (as defined below) (the “ NuStar Waiver Letter ”), by Wells Fargo Bank, National Association and acknowledged and accepted by NuStar, NuStar Logistics, L.P., a Delaware limited partnership (“ NuStar Logistics ”), NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (“ NuPoP ”) and the lenders party thereto, was entered into.
View on SEC.gov

Comparable filings

RPAY

REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

OLOX

Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform

OLENOX INDUSTRIES INC. May 28, 2026, 8:30 AM ET m_and_a Items 1.01, 5.03, 2.01, 2.03, 3.02, 7.01, 8.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate consideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at closing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share (the

Filing page SEC filing

KLXE

KLX Energy acquires Wolfpack assets for $17M; also exchanges $2.19M notes for equity

KLX Energy Services Holdings, Inc. June 2, 2026, 5:14 PM ET m_and_a Items 1.01, 2.01, 3.02, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

“Buyer”), the Company and, solely for purposes of Section 8.05 thereto, Stevie Cooper and Stewart Cooper (the “Purchase Agreement”). The purchase price for the Acquisition is $17.0 million, subject to customary post-closing adjustments and to be paid as follows: (i) on the Closing Date, the Buyer paid the Seller $14.0 million in cash; (ii) 180 days after the

Filing page SEC filing

XRN

Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred

Chiron Real Estate Inc. June 2, 2026, 4:30 PM ET m_and_a Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

On June 1, 2026, the Company, through one or more subsidiaries, closed on the acquisition of The Landing Alexandria (the “ Landing ”), a senior housing community located in Alexandria, Virginia for a purchase price of $130 million.

Filing page SEC filing

WLY

Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one

JOHN WILEY & SONS, INC. June 2, 2026, 8:30 AM ET m_and_a Items 1.01, 2.01, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.

Filing page SEC filing

XPEL

XPEL invests ~$110M in San Antonio facility and China manufacturing; reaffirms 2028 margin targets

XPEL, Inc. May 20, 2026, 8:45 AM ET m_and_a Items 1.01, 2.01, 2.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).

Comparable filing

had previously assigned its rights under the real estate purchase agreement for the Properties to Harvest. The aggregate purchase price for the Properties was approximately $60,400,000. Building Loan In connection with the Acquisition, on May 15, 2026, Harvest entered into a loan agreement (the “Building Loan”) with PNC Bank, National Association (the

Filing page SEC filing

Source: SEC EDGAR
accession 0001193125-24-130842
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