Slide 1: Sunoco LP to Acquire NuStar Energy L.P.
Sunoco LP to Acquire NuStar Energy L.P. January 22, 2024
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains “forward-looking statements” as defined by applicable federal securities laws. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but ar
Slide 3: Transaction Disclosures
Transaction Disclosures Important Information about the Proposed Transaction and Where to Find It In connection with the proposed transaction between Sunoco and NuStar, Sunoco intends to file a registration statement on Form S-4 (the “Registration Statement”) that will include a prospectus with resp
Slide 4: Transaction Overview
Transaction Overview 100% Equity/Unit-for-Unit Exchange Value to SUN and NS Unitholders1 • NS unitholders to receive 0.400 SUN units • 10%+ accretion at run-rate synergies by for each NS unit third year • Represents a 24% premium based on the • Strengthens balance sheet respective 30-day VWAP of SUN
Slide 5: Strategic Rationale
Strategic Rationale Increases Stability • Diversifies business and adds scale • Captures benefits of vertical integration • Combines two stable businesses Strengthens Financial Foundation • Continues SUN’s successful capital allocation strategy on a larger scale • Improves credit profile • Supports
Slide 6: Diversifies Business
Diversifies Business + NS SUN + NS SUN • 9,500 miles of pipeline and 63 Fuel Distribution • Largest U.S. independent fuel terminals Crude Pipelines distributor • Geographic and commodity • Stable foundation from long- diversity Product Pipelines term take-or-pay agreement • Growing ammonia and West
Slide 7: Increases Scale
Increases Scale • Scale and disciplined execution drives efficiencies and increases customer value • Expands platform of critical energy logistics infrastructure Legend Sunoco Assets: J.C. Nolan JV Pipeline J.C. Nolan JV Terminal Terminals Transmix / Terminals Fuel Distribution Locations NuStar Asse
Slide 8: Advances Vertical Integration
Advances Vertical Integration Focus Markets Crude Refined Refined Fuel Crude Gathering & Product Product Distribution Storage Pipelines Pipelines Storage & Retail Focus Markets Expanded Participation in the Energy Value Chain Supports Gross Profit Stability Improves asset utilization Expanded geogra
Slide 9: Strengthens Financial Foundation
Strengthens Financial Foundation Acquisition improves credit profile • Further diversification and scale meaningfully reduce business risk • Enhances capital structure – Refinancing Subordinated Debt and Preferred Equity – Replacing existing SUN $1.5 billion secured Revolving Credit Facility with a
Slide 10: Expands Cash Flow
Expands Cash Flow At least $150 million of run-rate synergies • Expense – Scale generates opportunities for operational efficiencies and cost control strategies – Expense management and optimization are core competencies for SUN – Since 2018 SUN EBITDA has grown 51% while expenses have declined by 6
Slide 11: Combination Delivers Value for Unitholders
Combination Delivers Value for Unitholders Significant Synergies, High Accretion Increases Stability Strengthens Financial Foundation Enhances Growth 11
Slide 12: Appendix
SUNOCO iP ustar - Appendix
Slide 13: Sunoco Asset Portfolio
Sunoco Asset Portfolio Transmix / Terminals J.C. Nolan JV Terminal / Pipeline Terminals Wholesale / Retail Sites Puerto Rico Hawaii • Vertically integrated refined product • ~10,000 customers • Own and operate 42 product infrastructure and distribution network across multiple sales terminals • Over
Slide 14: NuStar Asset Portfolio
NuStar Asset Portfolio • 5,400 miles of refined product • 14 crude terminals • 2,000 miles of ammonia pipelines • 49 refined product pipelines • 2,100 miles of crude pipelines terminals 14