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Sunoco LP

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

SUN$62.70+1.6%Stored close · as of Nov 9, 2026

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8. Debt Obligations

  1. Debt Obligations

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

March 31,2025December 31,2024
Credit Facility$—$203
5.750% senior notes due 2025—600
6.000% senior notes due 2026500500
6.000% senior notes due 2027600600
5.625% senior notes due 2027550550
5.875% senior notes due 2028400400
7.000% senior notes due 2028500500
4.500% senior notes due 2029800800
7.000% senior notes due 2029750750
4.500% senior notes due 2030800800
6.375% senior notes due 2030600600
7.250% senior notes due 2032750750
6.250% senior notes due 20331,000—
GoZone Bonds(1)322322
Lease-related financing obligations131132
Net unamortized premiums, discounts and fair value adjustments1716
Deferred debt issuance costs(47)(37)
Total debt7,6737,486
Less: current maturities22
Total long-term debt, net$7,671$7,484

(1)As of March 31, 2025, $75 million of GoZone Bonds (as defined below) due on or before March 31, 2026 were classified as long-term as management has the intent and ability to refinance the borrowings on a long-term basis.

March 2025 Senior Notes Offering and Redemption

In March 2025, the Partnership issued $1.00 billion of 6.250% senior notes due 2033 in a private offering. These notes will mature on July 1, 2033 and interest is payable semi-annually on January 1 and July 1 of each year. The Partnership used the net proceeds from the private offering to repay its $600 million of 5.750% senior notes due 2025 and to repay a portion of the outstanding borrowings under its Credit Facility.

GoZone Bonds

NuStar Logistics' obligations 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 March 31, 2025:

SeriesDate IssuedAmount OutstandingInterest RateMandatory Purchase DateOptional Redemption DateMaturity Date
Series 2008June 26, 2008$566.10%June 1, 2030n/aJune 1, 2038
Series 2010July 15, 20101006.35%n/aJune 1, 2030July 1, 2040
Series 2010AOctober 7, 2010436.35%n/aJune 1, 2030October 1, 2040
Series 2010BDecember 29, 2010486.10%June 1, 2030n/aDecember 1, 2040
Series 2011August 9, 2011755.85%June 1, 2025n/aAugust 1, 2041

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. The Partnership and certain of its subsidiaries are guarantors to the agreements related to the GoZone Bonds.

Credit Facilities

The Partnership's$1.50 billion Credit Facility matures in May 2029, 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 March 31, 2025, we hadno outstanding borrowings on the Credit Facility and $56 million in standby letters of credit were outstanding. The unused availability on the Credit Facility as of March 31, 2025 was $1.44 billion. The weighted average interest rate on the total amount outstanding as of March 31, 2025 was 6.53%. The Partnership was in compliance with all financial covenants as of March 31, 2025.

Upon the closing of the acquisition of NuStar, 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 March 31, 2025, this facility hadno outstanding borrowings.

Fair Value of Debt

The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of March 31, 2025 were $7.66 billion and$7.67 billion, respectively. As of December 31, 2024, the aggregate fair value and carrying amount of our consolidated debt obligations were $7.45 billion and $7.49 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.

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