Sunoco LP

7. Debt Obligations

Total long-term debt, net consisted of the following:

(1)These notes, totaling $2.57 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the NuStar acquisition in May 2024.

Recent Transactions

April 2024 Notes Offering

On April 30, 2024, 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. The Partnership used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Partnership and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses.

NuStar Acquisition

During the second quarter of 2024, subsequent to the closing of the NuStar acquisition, the Partnership redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated NuStar's credit facility totaling $455 million.

NuStar Logistics Senior Notes. NuStar Logistics, L.P., a wholly owned subsidiary acquired in the NuStar acquisition, (NuStar Logistics”) is the issuer of $2.25 billion of senior notes, including 5.750% Senior Notes due 2025,6.000% Senior Notes due 2026,5.625% Senior Notes due 2027 and 6.375% Senior Notes due 2030 (collectively, the “NuStar Logistics Senior Notes”). Subsequent to the closing of the NuStar acquisition, the indentures related to the Partnership’s senior notes and the indentures related to NuStar Logistics’ senior notes were amended to add certain subsidiaries as guarantors. Consequently, Sunoco LP and NuStar Logistics are each a guarantor of the other’s senior notes, along with other subsidiary guarantors of each.

The NuStar Logistics Senior Notes do not have sinking fund requirements. These notes rank equally with existing senior unsecured indebtedness and senior to existing subordinated indebtedness of NuStar Logistics and contain restrictions on NuStar Logistics’ ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the NuStar Logistics Senior Notes. In addition, the NuStar Logistics Senior Notes limit the ability of NuStar Logistics and its subsidiaries to, among other things, incur indebtedness secured by certain liens, engage in certain sale-leaseback transactions and engage in certain consolidations, mergers or asset sales. At the option of NuStar Logistics, the NuStar Logistics Senior Notes may be redeemed in whole or in part at any time at a redemption price, plus accrued and unpaid interest to the redemption date. If we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, each holder of the applicable senior notes may require us to repurchase all or a portion of its notes at a price equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest to the date of repurchase.

Gulf Opportunity Zone Revenue Bonds. NuStar Logistics’ obligations also include revenue bonds issued by the Parish of St. James, Louisiana pursuant to the Gulf Opportunity Zone Act of 2005 (the “GoZone Bonds”).

As reflected in the table below, the holders of the Series 2008, Series 2010B and Series 2011 GoZone Bonds are required to tender their bonds at the applicable mandatory purchase date in exchange for 100% of the principal plus accrued and unpaid interest, after which these bonds are expected to be remarketed with a new interest rate established. Each of the Series 2010 and Series 2010A GoZone Bonds is subject to redemption on or after June 1, 2030 by the Parish of St. James, at our option, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest. Interest on the GoZone Bonds is payable semi-annually on June 1 and December 1 of each year.

The following table summarizes the GoZone Bonds outstanding as of June 30, 2024:

NuStar Logistics’ agreements with the Parish of St. James related to the GoZone Bonds contain: (i) customary restrictive covenants that limit the ability of NuStar Logistics and its subsidiaries to, among other things, create liens, enter into certain sale leaseback transactions, and engage in certain consolidations, mergers or asset sales; and (ii) a repurchase provision which provides that if we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, then each holder may require the trustee, with funds provided by NuStar Logistics, to repurchase all or a portion of that holder’s GoZone Bonds at a price equal to 101% of the aggregate principal amount repurchased, plus any accrued and unpaid interest.

Credit Facilities

The Partnership's $1.50 billion revolving credit facility (the “Credit Facility”) matures in May 2029 (as amended in May 2024), which date may be extended in accordance with the terms of the Credit Facility. The Credit Facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $500 million. As of June 30, 2024, the balance on the Credit Facility was $85 million, and $15 million standby letters of credit were outstanding. The unused availability on the Credit Facility at June 30, 2024 was $1.40 billion. The weighted average interest rate on the total amount outstanding at June 30, 2024 was 7.43%. The Partnership was in compliance with all financial covenants at June 30, 2024.

Upon the closing of the NuStar acquisition, the commitments under NuStar’s receivables financing agreement were reduced to zero during a suspension period, for which the period end has not been determined. As of June 30, 2024, this facility hadno outstanding borrowings.

Fair Value of Debt

The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of June 30, 2024 were $7.35 billion and $7.38 billion, respectively. As of December 31, 2023, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.50 billion and $3.58 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations' observable inputs for similar liabilities.