Energy Transfer Amends Sunoco LP Stake, Signals Ownership Change

TL;DR

**Energy Transfer just updated its Sunoco LP ownership, signaling ongoing control.**

AI Summary

Energy Transfer LP (ET) filed an amended Schedule 13D/A on January 31, 2024, indicating a change in its beneficial ownership of Sunoco LP (SUN) common units. This amendment, specifically Amendment No. 5, was triggered by an event on January 22, 2024. The filing shows that Energy Transfer LP, along with Kelcy L. Warren and LE GP, LLC, continues to be a significant holder in Sunoco LP. This matters to investors because Energy Transfer's substantial stake means its strategic decisions or changes in ownership could directly influence Sunoco LP's stock performance and future direction.

Why It Matters

This filing updates the market on Energy Transfer LP's continued significant influence over Sunoco LP, which can impact Sunoco's strategic decisions and unit value.

Risk Assessment

Risk Level: medium — The risk is medium because while Energy Transfer's large stake provides stability, any future divestment or change in strategy could introduce volatility for Sunoco LP unitholders.

Analyst Insight

Investors in Sunoco LP should monitor future filings from Energy Transfer LP for any significant changes in ownership percentages or stated intentions, as these could signal strategic shifts or potential transactions affecting Sunoco LP's valuation.

Key Players & Entities

• Energy Transfer LP (company) — filer and beneficial owner of Sunoco LP units
• Sunoco LP (company) — issuer of the securities being reported
• Kelcy L. Warren (person) — group member associated with Energy Transfer LP
• LE GP, LLC (company) — group member associated with Energy Transfer LP
• Dylan A. Bramhall (person) — Executive Vice President & Group Chief Financial Officer of Energy Transfer LP, authorized to receive notices

FAQ

Filing Documents

• a01-29x2024energytransferx.htm (SC 13D/A) — 111KB
• a2024130-energytransferxsc.htm (EX-99.A) — 10KB
• 0001276187-24-000012.txt ( ) — 123KB

Security and Issuer

Item 1. Security and Issuer.

is hereby amended and restated as follows

Item 1 is hereby amended and restated as follows This Amendment relates to the common units representing limited partner interests of the Issuer ("Common Units"). The address of the principal executive offices of the Issuer is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.

Identity and Background

Item 2. Identity and Background.

is hereby amended and restated as follows

Item 2 is hereby amended and restated as follows (a)-(c) This Amendment is being filed jointly by (i) Energy Transfer LP, a Delaware limited partnership ("ET") (ii) LE GP, LLC, a Delaware limited liability company ("LE GP") and (iii) Kelcy L. Warren, a United States citizen ("Warren"). The entities and persons referred to in clauses (i) through (iii) above are collectively referred to as the "Reporting Persons." (i) ET owns Sunoco GP LLC, the general partner of the Issuer and a Delaware limited liability company ("SUN GP"). ET is also the holder of 28,463,967 Common Units of the Issuer and all of the incentive distribution rights in the Issuer. Through its operating subsidiaries, ET conducts natural gas midstream operations, which include natural gas intrastate and interstate transportation and storage and crude oil, natural gas liquid ("NGL") and refined products transportation, terminalling services and acquisition and marketing activities, as well as NGL storage and fractionation services. (ii) LE GP is the general partner of ET and manages and directs all of ET's activities through LE GP's board of directors. The members of LE GP have the authority to appoint and remove LE GP's directors. (iii) Mr. Warren is a citizen of the United States. Mr. Warren is the Executive Chairman of the board of directors of LE GP, and owns 81.2% of LE GP. The principal office of each of the Reporting Persons is located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225. Attached as Appendix A is information concerning the directors and executive officers of LE GP (the "Listed Person") as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, the Listed Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is hereby amended by adding the following

Item 3 is hereby amended by adding the following Introductory Note On October 19, 2018, Energy Transfer Equity, L.P., a Delaware limited partnership ("ETE"), changed its name to "Energy Transfer LP" and completed its acquisition of Energy Transfer Partners, L.P., a Delaware limited partnership ("ETP"). Further, since the date of the filing of Amendment No. 4 to the Schedule 13D by certain of the Reporting Persons, all of the Common Units directly held by the respective subsidiaries of ETE and ETP are now directly held by ET. As a result, all Common Units theretofore held by ETE and ETP and their respective subsidiaries are now directly held by ET. The Merger On January 22, 2024, the Issuer, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Merger Sub"), NuStar Energy L.P., a Delaware limited partnership ("NSE"), Riverwalk Logistics, L.P., a Delaware limited partnership ("NSE GP") and sole general partner of NSE, NuStar GP, LLC, a Delaware limited liability company and the sole general partner of NSE GP, and SUN GP entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into NSE (the "Merger", and the effective time of the merger, the "Effective Time"), with NSE surviving the Merger as the surviving entity and a subsidiary of the Issuer. As a result of the Merger, each issued and outstanding common unit of NSE prior to the Effective Time will be converted into the right to receive .400 of a common unit representing limited partner interests in the Issuer. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission (the "SEC") on January 22, 2024 and is incorporated herein by reference. The Support Agreement Concurrently with the execution of the Merger Agreement, the Issuer, NSE and ET entered into a Support Agreement (the "Support Agreem

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended and restated as follows

Item 4 is hereby amended and restated as follows The information set forth or incorporated in Item 3 is incorporated herein by reference. (a) The Reporting Persons may make additional purchases of securities of the Issuer either in the open market or in private transactions depending on each Reporting Person's business, prospects and financial condition, the market for securities of the Issuer, general economic conditions, stock market conditions and other future developments. (b) For a description of the Merger and the Support Agreement, see Item 3 above. 5 (c) None. (d) For a description of the Director Appointment, see Item 3 above. (e) ET, as owner of SUN GP, the general partner of the Issuer, may cause the Issuer to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. ET, however, has no current intention of changing the present capitalization or dividend policy of the Issuer. (f) None. (g) None. (h) None. (i) None. (j) None. Except as set forth in this Amendment, the Reporting Persons have no present plans which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Amendment (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may

Interest in Securities of Issuer

Item 5. Interest in Securities of Issuer.

is hereby amended and restated as follows

Item 5 is hereby amended and restated as follows (a) – (b) The information in the cover pages of the Schedule 13D is incorporated into this Item 5 by reference. (c) To the knowledge of the Reporting Persons, there have been no reportable transactions with respect to the Common Units within the last 60 days by the Reporting Persons, except as described in this Amendment. (d) To the knowledge of the Reporting Persons, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units covered by this Amendment. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended by adding the following

Item 6 is hereby amended by adding the following The information set forth or incorporated in Item 3 is incorporated herein by reference. There are no other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer that require disclosure under this Item 6.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit A Joint Filing Agreement and Power of Attorney dated January 30, 2024 (filed herewith). Exhibit B First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (previously filed). 6 Exhibit C Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (previously filed). Exhibit D Contribution Agreement by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P., dated September 25, 2014 (previously filed). Exhibit E Contribution Agreement by and among Sunoco, LLC, ETP Retail Holdings, LLC, Sunoco LP and Energy Transfer Partners, L.P., dated March 23, 2015 (previously filed). Exhibit F Contribution Agreement by and among Susser Holdings Corporation, Heritage Holdings, Inc., ETP Holdco Corporation, Sunoco LP, Sunoco GP LLC and Energy Transfer Partners, L.P., dated July 14, 2015 (previously filed). Exhibit G Contribution Agreement by and among Sunoco, LLC, Sunoco, Inc., ETP Retail Holdings, LLC, Sunoco LP, Sunoco GP LLC, and solely with respect to limited provisions therein, Energy Transfer Partners, L.P., dated November 15, 2015 (previously filed). Exhibit H Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (previously filed). Exhibit I Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP (previously filed). Exhibit J Common Unit Repurchase Agreement, dated as of January 24, 2018, by and among Sunoco LP, Heritage Holdings, Inc. and ETP Holdco Corporation (attached as Exhibit 10.3 to the Current Report on Form 8-K filed by Sunoco LP on January 29, 2018 and incorporated herein by reference ). Exhibit K Registration Rights Agreement, dated as of March 31, 2016, by and between Sunoco LP and Energy Transfer Equity, L.P. (previously filed). Exhibit L Amendment No. 1 to Am

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct. Date January 30, 2024 ENERGY TRANSFER LP By LE GP, LLC, its general partner By s William J. Healy Name William J. Healy Title Attorney-in-Fact LE GP, LLC By s William J. Healy Name William J. Healy Title Attorney-in-Fact KELCY L. WARREN By s William J. Healy, as Attorney-in-Fact APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS The following tables set forth the names, positions and present principal occupations or employment and business addresses of the directors and executive officers of LE GP. All the individuals listed below are citizens of the United States. LE GP Name and Business Address Capacity in Which Serves LE GP Principal Occupation Kelcy L. Warren 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Executive Chairman and Chairman of the Board of Directors Executive Chairman and Chairman of the Board of Directors of LE GP, LLC Marshall S. McCrea, III 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Co- Chief Executive Officer and Director Co-Chief Executive Officer and Director of LE GP, LLC Thomas E. Long 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Co-Chief Executive Officer and Director Co-Chief Executive Officer and Director of LE GP, LLC Director of USA Compression Partners, LP Dylan A. Bramhall 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Executive Vice President and Group Chief Financial Officer Executive Vice President and Group Chief Financial Officer of LE GP, LLC A. Troy Sturrock 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Group Senior Vice President and Controller Group Senior Vice President and Controller of LE GP, LLC Steven R. Anderson 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Director Director of LE GP, LLC Richard D. Brannon 8111 Westchester Drive, Suite 600 Dallas, TX 75225 Director Director of LE GP,

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View this SC 13D/A filing on SEC EDGAR