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Debt Obligations
 9 Months Ended
Sep. 30, 2025
Debt Obligations [Abstract]  
Debt Obligations DEBT OBLIGATIONS
Recent Transactions
Energy Transfer Notes Issuances and Redemptions
In March 2025, the Partnership issued $650 million aggregate principal amount of 5.20% senior notes due April 2030, $1.25 billion aggregate principal amount of 5.70% senior notes due April 2035 and $1.10 billion aggregate principal amount of 6.20% senior notes due April 2055. The Partnership used the net proceeds to refinance existing indebtedness, including to repay commercial paper and borrowings under its Five-Year Credit Facility (described below), and for general partnership purposes.
In March 2025, the Partnership redeemed its $1.00 billion aggregate principal amount of 4.05% senior notes due March 2025 using cash on hand and commercial paper borrowings.
In May 2025, the Partnership redeemed its $1.00 billion aggregate principal amount of 2.90% senior notes due May 2025 using cash on hand and commercial paper borrowings.
In August 2025, the Partnership issued $1.20 billion aggregate principal amount of its Series 2025A junior subordinated notes due 2056 and $800 million aggregate principal amount of its Series 2025B junior subordinated notes due 2056. The Partnership used the net proceeds to repay borrowings under its Five-Year Credit Facility and for general partnership purposes.
In September 2025, the Partnership redeemed its $400 million aggregate principal amount of 5.95% senior notes due December 2025 using cash on hand and commercial paper borrowings.
Sunoco LP Senior Notes Issuances and Redemption
In March 2025, Sunoco LP issued $1.00 billion aggregate principal amount of 6.25% 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. Sunoco LP used the net proceeds from the private offering to repay its $600 million aggregate principal amount of 5.75% senior notes due 2025 and to repay a portion of the outstanding borrowings under Sunoco LP’s revolving credit facility.
In September 2025, Sunoco LP issued $1.00 billion aggregate principal amount of 5.625% senior notes due 2031 and $900 million aggregate principal amount of 5.875% senior notes due 2034 in a private offering. These notes will mature on March 15, 2031 and March 15, 2034, respectively, and interest is payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026. Sunoco LP used the net proceeds from this private offering (i) on the closing date of the Parkland acquisition to fund a portion of the cash consideration for the Parkland acquisition and related transaction costs, with the remaining proceeds used for general corporate purposes, and (ii) prior to the closing date of the Parkland acquisition, to temporarily reduce the borrowings outstanding under its revolving credit facility and to pay interest and fees in connection therewith.
The 5.625% senior notes due 2031 and 5.875% senior notes due 2034 were originally subject to a special mandatory redemption requirement, which was eliminated upon closing of the Parkland acquisition.
Sunoco LP - Parkland Senior Note Exchange
In October 2025, in connection with Sunoco LP’s Parkland acquisition, Sunoco LP commenced a private offering to exchange C$1.60 billion Canadian dollar denominated notes (collectively, the “PKI CAD Notes”) and $2.60 billion U.S. dollar denominated notes (collectively, the “PKI USD Notes”). The exchange offer closed on November 4, 2025, with approximately C$1.47 billion of the PKI CAD Notes and approximately $2.58 billion of the PKI USD Notes being validly tendered and not validly withdrawn.
Sunoco LP GoZone Bonds Remarketing
NuStar Logistics L.P., a wholly owned subsidiary of Sunoco LP, has obligations which include revenue bonds issued by the Parish of St. James, Louisiana pursuant to the Gulf Opportunity Zone Act of 2005 (the “GoZone Bonds”). Sunoco LP recently completed the remarketing of $75 million principal amount of Series 2011 GoZone Bonds, which were previously repurchased on the mandatory purchase date of June 1, 2025 but were not remarketed at that time. The remarketed bonds were issued on October 1, 2025 and have a 3.70% interest rate, a mandatory purchase date of June 1, 2030, and a maturity of August 1, 2041.
USAC Senior Notes Issuance and Redemption
In September 2025, USAC issued $750 million aggregate principal amount of 6.250% senior notes due 2033. USAC used the net proceeds from this issuance, together with borrowings under USAC’s credit facility, to redeem its $750 million aggregate principal amount of 6.875% senior notes due 2027 in October 2025.
Credit Facilities and Commercial Paper
Five-Year Credit Facility
The Partnership’s revolving credit facility (the “Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion until April 11, 2027, and up to $4.84 billion until April 11, 2029. The Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $7.00 billion under certain conditions.
As of September 30, 2025, the Five-Year Credit Facility had $1.54 billion of outstanding borrowings, all of which consisted of commercial paper. The amount available for future borrowings was $3.44 billion after accounting for outstanding letters of credit in the amount of $21 million. The weighted average interest rate on the total amount outstanding as of September 30, 2025 was 4.33%.
Sunoco LP Credit Facilities
Sunoco LP’s revolving credit facility, which previously was $1.50 billion and increased to approximately $2.46 billion upon the closing of the Parkland acquisition, matures on June 17, 2030, which date may be extended in accordance with the terms of Sunoco LP’s revolving credit facility. Sunoco LP’s revolving credit facility can be increased from time to time upon Sunoco LP’s written request, subject to certain conditions, up to an aggregate amount of $3.50 billion. As of September 30, 2025, Sunoco LP’s revolving credit facility had no outstanding borrowings and $47 million in standby letters of credit outstanding. The unused availability on Sunoco LP’s revolving credit facility as of September 30, 2025 was $1.45 billion. The weighted average interest rate on the total amount outstanding as of September 30, 2025 was 6.42%.
Upon the closing of Sunoco LP’s 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 September 30, 2025, this facility had no outstanding borrowings.
USAC Credit Facility
USAC’s credit facility, as amended and restated on August 27, 2025, matures on August 27, 2030, except that (1) if more than $50 million principal amount of USAC’s existing 6.875% senior notes due 2027 are outstanding on June 2, 2027, its credit facility will mature on June 2, 2027 and (2) if more than $50 million principal amount of USAC’s existing 7.125% senior notes due 2029 are outstanding on December 14, 2028, its credit facility will mature on December 14, 2028. As of September 30, 2025, USAC’s credit facility had $55 million of outstanding borrowings and $1 million outstanding letters of credit. As of September 30, 2025, USAC’s credit facility had $1.69 billion of remaining unused availability of which, due to restrictions related to compliance with the applicable financial covenants, $1.02 billion was available to be drawn. The weighted average interest rate on the total amount outstanding as of September 30, 2025 was 7.35%.
Compliance with our Covenants
We and our subsidiaries were in compliance with all requirements, tests, limitations and covenants related to our debt agreements as of September 30, 2025. For the quarter ended September 30, 2025, the Partnership’s leverage ratio, as calculated pursuant to the covenant related to its Five-Year Credit Facility, was 3.24x.