EX-FILING FEES 8 d464008dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Sunoco LP

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security
Type

 

Security

Class

Title

 

Fee

Calculation

or Carry
Forward

Rule

  Amount
Registered
 

Proposed
Maximum
Offering
Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

  Amount of
Registration
Fee
  Carry
Forward
Form
Type
  Carry
Forward
File
Number
  Carry
Forward
Initial
Effective
date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         

 Fees to Be 

Paid

  Equity  

Common

Units

 representing 

limited

partner

interests

  Other   53,200,000(1)   N/A   $3,148,110,000(2)   0.00014760   $464,661.04          
                         
Fees Previously Paid                          
 
Carry Forward Securities
                         
Carry Forward Securities                        
                   
    Total Offering Amounts      $3,148,110,000     $464,661.04          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $464,661.04                

 

(1)

Represents the estimated maximum number of common units representing limited partner interests (“Sunoco Common Units”) of Sunoco LP (“Sunoco”) to be issued upon the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, NuStar Energy L.P. (“NuStar”), Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP, LL (as may be amended, the “Merger Agreement” and such transactions contemplated thereby, the “Merger”) and is based upon the product of (a) an exchange ratio in the Merger Agreement of .400 of a Sunoco Common Unit for each common unit representing limited partnership interests of NuStar (“NuStar Common Units”) multiplied by (b) 133,000,000 NuStar Common Units, which is the sum (rounded up to the nearest million) of (i) 126,535,271 NuStar Common Units outstanding as of February 21, 2024, (ii) 3,107,829 NuStar Common Units underlying the NuStar Restricted Unit Awards outstanding as of February 21, 2024, and (iii) 2,680,731 NuStar Common Units which may be granted prior to the closing of the Merger under the Amended and Restated NuStar Energy L.P. 2019 Long-Term Incentive Plan (as in effect on the date of the Merger Agreement), estimated solely for the purpose of calculating the registration fee.

(2)

Pursuant to Rule 457(c) and 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and solely for purposes of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product of $23.67, the average high and low prices of the NuStar Common Units, as reported on the New York Stock Exchange (“NYSE”) on February 21, 2024, and (b) 133,000,000, the estimated maximum number of NuStar Common Units (rounded up to the nearest million) that may be converted into the securities being registered.