Sunoco LP (SUN): M&A transaction — Sunoco completes NuStar merger; each NuStar unit converted to 0.400 Sunoco unit

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 ”).

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.

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.