SEC Comment Letter 0000000000-24-002896 to Sunoco LP (SUN) (CIK 0001552275) (SUN)
Sunoco LP (SUN) (CIK 0001552275)
Date: March 15, 2024 · CIK: 0001552275 · Accession: 0000000000-24-002896
AI Filing Summary & Sentiment
File numbers found in text: 333-277369
Letter
United States securities and exchange commission logo March 15, 2024 Joseph Kim Chief Executive Officer Sunoco LP 8111 Westchester Drive Suite 400 Dallas, TX 75225 Re:Sunoco LP Registration Statement on Form S-4 Filed February 26, 2024 File No. 333-277369 Dear Joseph Kim: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 Exhibits 1.We note that the opinion filed as Exhibit 8.1 opines only to legal conclusions contained in the discussion in the registration statement under the caption “Material U.S. Federal Income Tax Consequences of Sunoco Common Unit Ownership.” Please obtain and file a revised tax opinion that addresses and expresses a conclusion for each material tax consequence of the Merger and Special Distribution. In this regard, we note your disclosure that in general, a U.S. holder of NuStar Common Units who receives Sunoco Common Units in exchange for its NuStar Common Units pursuant to the Merger should be treated as having exchanged its NuStar Common Units for Sunoco Common Units and generally should not recognize gain or loss with respect to such exchange. We further note you disclose that Sunoco and NuStar intend that the Special Distribution be treated, and have agreed to report the Special Distribution, as a payment of a distribution under
FirstName LastNameJoseph Kim Comapany NameSunoco LP March 15, 2024 Page 2 FirstName LastName Joseph Kim Sunoco LP March 15, 2024 Page 2 Section 731 of the Code from NuStar to the NuStar Common Unitholders, and accordingly, the receipt of cash pursuant to the Special Distribution is not anticipated to be taxable, except to the extent that the amount received by such U.S. holder of NuStar Common Units pursuant to the Special Distribution exceeds such U.S. holder’s tax basis in its NuStar Common Units immediately before the Special Distribution. Refer to Item 601(b)(8) of Regulation S-K and Staff Legal Bulletin No. 19. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551- 6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Sachin Kohli, Esq.
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United States securities and exchange commission logo
March 15, 2024
Joseph Kim
Chief Executive Officer
Sunoco LP
8111 Westchester Drive
Suite 400
Dallas, TX 75225
Re:Sunoco LP
Registration Statement on Form S-4
Filed February 26, 2024
File No. 333-277369
Dear Joseph Kim:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Exhibits
1.We note that the opinion filed as Exhibit 8.1 opines only to legal conclusions contained in
the discussion in the registration statement under the caption “Material U.S. Federal
Income Tax Consequences of Sunoco Common Unit Ownership.” Please obtain and file a
revised tax opinion that addresses and expresses a conclusion for each material tax
consequence of the Merger and Special Distribution. In this regard, we note your
disclosure that in general, a U.S. holder of NuStar Common Units who receives Sunoco
Common Units in exchange for its NuStar Common Units pursuant to the Merger should
be treated as having exchanged its NuStar Common Units for Sunoco Common Units and
generally should not recognize gain or loss with respect to such exchange. We further note
you disclose that Sunoco and NuStar intend that the Special Distribution be treated, and
have agreed to report the Special Distribution, as a payment of a distribution under
FirstName LastNameJoseph Kim
Comapany NameSunoco LP
March 15, 2024 Page 2
FirstName LastName
Joseph Kim
Sunoco LP
March 15, 2024
Page 2
Section 731 of the Code from NuStar to the NuStar Common Unitholders, and
accordingly, the receipt of cash pursuant to the Special Distribution is not anticipated to be
taxable, except to the extent that the amount received by such U.S. holder of NuStar
Common Units pursuant to the Special Distribution exceeds such U.S. holder’s tax basis
in its NuStar Common Units immediately before the Special Distribution. Refer to Item
601(b)(8) of Regulation S-K and Staff Legal Bulletin No. 19.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-
6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Sachin Kohli, Esq.