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
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,
FirstName LastNameJoseph Kim
Division of
Corporation Finance
Comapany NameSunoco LP
Office of Energy
& Transportation
March 15, 2024 Page 2
cc: Sachin Kohli, Esq.
FirstName LastName