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Correspondence 0001193125-24-083271 from Sunoco LP (SUN) (CIK 0001552275) (SUN)

Sunoco LP (SUN) (CIK 0001552275)
Date: April 1, 2024 · CIK: 0001552275 · Accession: 0001193125-24-083271

AI Filing Summary & Sentiment

File numbers found in text: 333-277369

Date
April 1, 2024
Author
Sunoco LP
Form
CORRESP
Company
Sunoco LP (SUN) (CIK 0001552275)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Attention: Claudia Rios Re: Sunoco LP Registration Statement on Form S-4 Filed February 26, 2024 File No. 333-277369

Dear Ms. Rios and Ms. Barberena-Meissner:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sunoco LP (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-277369) filed by the Registrant on February 26, 2024, as amended by Amendment No. 1 filed on March 20, 2024 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern time, on April 3, 2024 or as soon as reasonably practicable thereafter.

If you have any questions, please feel free to contact Sachin Kohli at 212-310-8294 or by e-mail at sachin.kohli@weil.com. In addition, please notify Mr. Kohli when this request for acceleration has been granted.

[Remainder of Page Intentionally Left Blank]

Very truly yours,
Sunoco LP

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

Sunoco LP

 8111
Westchester Drive, Suite 400

 Dallas, TX 75225

April 1, 2024

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street NE

 Washington,
D.C. 20549

 Attention:  Claudia Rios

   Irene Barberena-Meissner

Re: Sunoco LP

 Registration Statement on Form S-4

 Filed February 26, 2024

File No. 333-277369

Dear Ms. Rios and Ms. Barberena-Meissner:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sunoco LP (the
“Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-277369) filed by the Registrant on
February 26, 2024, as amended by Amendment No. 1 filed on March 20, 2024 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00 p.m.,
Eastern time, on April 3, 2024 or as soon as reasonably practicable thereafter.

 If you have any questions, please feel free to
contact Sachin Kohli at 212-310-8294 or by e-mail at sachin.kohli@weil.com. In addition, please notify Mr. Kohli when this
request for acceleration has been granted.

 [Remainder of Page Intentionally Left Blank]

 Very truly yours,

 Sunoco LP

By:

 /s/ Scott D. Grischow

Name: Scott D. Grischow

Title: Senior Vice President, Finance and Treasurer

cc:
 Sachin Kohli

Weil, Gotshal & Manges LLP