Acquisitions, Divestitures and Other Transactions |
9 Months Ended |
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Sep. 30, 2025 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Mergers, Acquisitions and Dispositions Disclosures | Acquisitions Parkland Acquisition On October 31, 2025, we completed the previously announced acquisition of Parkland whereby the Partnership acquired all the outstanding shares of Parkland, in exchange for SunocoCorp units that were contributed by SunocoCorp to the Partnership at the close of the acquisition. Under the terms of the agreement, Parkland shareholders received 0.295 SunocoCorp units and C$19.80 for each Parkland share. Parkland shareholders could elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SunocoCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction would not exceed C$19.80 in cash per Parkland share outstanding as of immediately before close and 0.295 SunocoCorp units per Parkland share outstanding as of immediately before close. Parkland is a leading international fuel distributor, marketer and convenience retailer with operations in 26 countries across the Americas. Parkland’s functional currency is the Canadian dollar, and its consolidated structure includes subsidiaries with multiple other functional currencies. Subsequent to the Parkland Acquisition, the Partnership's consolidated financial statements will reflect Parkland as a subsidiary. The Partnership has engaged a third-party specialist to assist in the initial purchase price allocation in accordance with FASB ASC Topic 805; however, as of the date of this Form 10-Q filing, the initial accounting for this business combination is incomplete due to the timing of the close of the acquisition and the complexity of the acquired business. As part of the transaction, the Partnership repurposed and renamed an existing subsidiary as SunocoCorp. Prior to the Parkland Acquisition, SunocoCorp did not have any significant assets, liabilities or operations; in connection with the Parkland Acquisition, the Partnership deconsolidated SunocoCorp and SunocoCorp became a publicly traded entity classified as a corporation for U.S. federal income tax purposes. SunocoCorp's common units began trading on the New York Stock Exchange effective November 6, 2025. Subsequent to the Parkland Acquisition, SunocoCorp holds limited partnership units of Sunoco that are generally economically equivalent to Sunoco’s publicly traded common units on the basis of one Sunoco common unit for each outstanding SunocoCorp unit. For a period of two years following closing of the transaction, Sunoco will ensure that SunocoCorp unitholders receive distributions on a per unit basis that are equivalent to the per unit distributions to Sunoco unitholders. As a result of the Parkland Acquisition, we recognized $12 million of merger-related expenses during the nine months ended September 30, 2025, which are included in general and administrative expenses in our consolidated statement of operations. TanQuid Acquisition In March 2025, the Partnership entered into an agreement to acquire TanQuid for approximately €500 million (approximately $587 million as of September 30, 2025), including approximately €300 million of assumed debt. TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, and will be funded using cash on hand and amounts available under the Partnership's Credit Facility. Other Acquisitions In the first quarter of 2025, we acquired fuel equipment, motor fuel inventory and supply agreements in two separate transactions for total consideration of approximately $17 million. Aggregate consideration included $12 million in cash and 91,776 newly issued Sunoco common units, which had an aggregate acquisition-date fair value of approximately $5 million. In the second quarter of 2025, we acquired a total of 151 fuel distribution consignment sites in three separate transactions for total consideration of approximately $105 million, plus working capital. Aggregate consideration included $92 million in cash and 251,646 newly issued Sunoco common units which had an aggregate acquisition-date fair value of approximately $13 million. In the third quarter of 2025, we acquired approximately 70 fuel distribution consignment sites and 100 supply agreements in five separate transactions for total cash consideration of approximately $85 million, plus working capital. These transactions were accounted for as asset acquisitions, and the purchase price was primarily allocated to inventories, property, plant and equipment and other non-current assets.
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