SUNOCO, INC. (“Company”) Debt Securities TERMS AGREEMENT
Exhibit 1.2
SUNOCO, INC.
(“Company”)
Debt Securities
March 26, 2009
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000,
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
X.X. Xxxxxx Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the Underwriters identified herein
Dear Ladies and Gentlemen:
The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Amended and Restated Underwriting Agreement dated March 26, 2009, which is incorporated by reference in the Company’s registration statement on Form S-3 (No. 333-155169) (“Underwriting Agreement”), the following securities (“Offered Securities”) on the following terms (unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined):
Title: 9.625% Notes due April 15, 2015.
Principal Amount: $250,000,000.
Interest: 9.625% per annum, from March 31, 2009 payable semiannually on April 15 and October 15, commencing October 15, 2009, to holders of record on the preceding April 1 and October 1, as the case may be.
Maturity: April 15, 2015.
Optional Redemption: The Offered Securities will be redeemable in whole or in part, at the Company’s option at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Offered Securities to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined in the prospectus supplement) on the
Offered Securities, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the prospectus supplement) plus 50 basis points, plus accrued interest on the principal amount being redeemed to the redemption date.
Sinking Fund: Not Applicable.
Listing: Not Applicable.
Delayed Delivery Contracts: None.
Purchase Price: 98.829% of principal amount, plus accrued interest, if any, from March 31, 2009.
Expected Reoffering Price: 99.429% of principal amount, subject to change by the undersigned.
Closing: 9:00 A.M. (New York time) on March 31, 2009, at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, in Federal (same day) funds.
Settlement and Trading: Book-Entry Only via DTC.
Blackout: The Company will not issue any additional debt securities denominated in U.S. dollars prior to March 31, 2009.
Name and Address of Representatives:
Barclays Capital Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate Desk
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx – 8 th Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: High Grade Syndicate Desk
The respective principal amounts of the Offered Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by reference.
The Offered Securities will be made available for checking and packaging at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at
least 24 hours prior to the Closing Date. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by any Underwriter for use in the Preliminary Prospectus and the Final Prospectus consists of the concession and reallowance figures appearing in the fourth paragraph and the information regarding stabilization and penalty bids appearing in the sixth, seventh and eighth paragraphs under the caption “Underwriting” in the prospectus supplement.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.
| Very truly yours, | ||
| SUNOCO, INC. | ||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Treasurer | |
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
| BARCLAYS CAPITAL INC. | ||||
| By | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Director | |||
| CREDIT SUISSE SECURITIES (USA) LLC | ||||
| By | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Director | |||
| X.X. XXXXXX SECURITIES INC. | ||||
| By | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
Acting on behalf of themselves and as the Representatives of the several Underwriters.
[Signature page to Terms Agreement]
SCHEDULE 1
None
SCHEDULE II
Filed Pursuant to Rule 433
Registration No. 333-155169
| PRICING TERM SHEET | ||
| Issuer: | Sunoco, Inc. | |
| Principal Amount: | $250,000,000 | |
| Title of Securities: | 9.625% Notes due April 15, 2015 | |
| Trade Date: | March 26, 2009 | |
| Original Issue Date (Settlement Date): | March 31, 2009 (T + 3) | |
| Maturity Date: | April 15, 2015 | |
| Yield to Maturity: | 9.750% | |
| Spread to Benchmark Treasury: | +800.3 basis points | |
| Benchmark Treasury: | 1.875% due February 28, 2014 | |
| Benchmark Treasury Price: | 100 – 00 0/0 | |
| Xxxxxxxxx Xxxxxxxx Xxxxx: | 1.747 % | |
| Public Offering Price: | 99.429 % | |
| Coupon: | 9.625% | |
| Interest Payment Dates: | Semiannually on April 15 and October 15, commencing on October 15, 2009 | |
| Redemption Provision: | Make-whole call at the Treasury Rate plus 50 basis points | |
| Anticipated Ratings: | Baa2/BBB/BBB (Xxxxx’x/S&P/Fitch) | |
| CUSIP/ISIN: | 86764P AE9 / US86764PAE97 | |
| Joint Book-Running Managers: | ||
| Barclays Capital Inc. | ||
| Credit Suisse Securities (USA) LLC | ||
| X.X. Xxxxxx Securities Inc. | ||
| Senior Co-Managers: | Banc of America Securities LLC | |
| Citigroup Global Markets Inc. | ||
| Greenwich Capital Markets, Inc. | ||
| KeyBanc Capital Markets Inc. | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| PNC Capital Markets LLC | ||
| UBS Securities LLC | ||
| Wachovia Capital Markets, LLC | ||
| Co-Managers: | BNY Mellon Capital Markets, LLC | |
| Calyon Securities (USA) Inc. | ||
| Mizuho Securities USA Inc. | ||
| Scotia Capital (USA) Inc. | ||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. | ||
| The Xxxxxxxx Capital Group, L.P. | ||
| U.S. Bancorp Investments, Inc. | ||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Barclays Capital Inc. toll-free at 0-000-000-0000 (ext. 2663), (ii) Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037 or (iii) X.X. Xxxxxx Securities Inc. collect at 0-000-000-0000.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
SCHEDULE A
| Underwriter |
Principal Amount | ||
| Barclays Capital Inc. |
$ | 57,750,000 | |
| Credit Suisse Securities (USA) LLC . |
$ | 57,750,000 | |
| X.X. Xxxxxx Securities Inc. |
$ | 57,750,000 | |
| Banc of America Securities LLC |
$ | 6,750,000 | |
| Citigroup Global Markets Inc. |
$ | 6,750,000 | |
| Greenwich Capital Markets, Inc. |
$ | 6,750,000 | |
| KeyBanc Capital Markets Inc. |
$ | 6,750,000 | |
| Mitsubishi UFJ Securities (USA), Inc. |
$ | 6,750,000 | |
| PNC Capital Markets LLC |
$ | 6,750,000 | |
| UBS Securities LLC |
$ | 6,750,000 | |
| Wachovia Capital Markets, LLC |
$ | 6,750,000 | |
| BNY Mellon Capital Markets, LLC |
$ | 3,250,000 | |
| Calyon Securities (USA) Inc. |
$ | 3,250,000 | |
| Mizuho Securities (USA) Inc. |
$ | 3,250,000 | |
| Scotia Capital (USA) Inc. |
$ | 3,250,000 | |
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
$ | 3,250,000 | |
| The Xxxxxxxx Capital Group, L.P. |
$ | 3,250,000 | |
| U.S. Bancorp Investments, Inc. |
$ | 3,250,000 | |
| Total |
$ | 250,000,000 | |
