VIA EDGAR
Sunoco LP
8111 Westchester Drive, Suite 400
Dallas, TX 75225
April 1, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549
Attention: Claudia Rios
Irene Barberena-Meissner
Re: Sunoco LP
Registration Statement on Form S-4
Filed February 26, 2024
File No. 333-277369
Dear Ms. Rios and Ms. Barberena-Meissner:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Sunoco LP (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-277369) filed by the Registrant on February 26, 2024, as amended by Amendment No. 1 filed on March 20, 2024 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern time, on April 3, 2024 or as soon as reasonably practicable thereafter.
If you have any questions, please feel free to contact Sachin Kohli at 212-310-8294 or by e-mail at sachin.kohli@weil.com. In addition, please notify Mr. Kohli when this request for acceleration has been granted.
[Remainder of Page Intentionally Left Blank]
| Very truly yours, | ||
| Sunoco LP | ||
| By: | /s/ Scott D. Grischow | |
| Name: Scott D. Grischow | ||
| Title: Senior Vice President, Finance and Treasurer | ||
| cc: | Sachin Kohli |
Weil, Gotshal & Manges LLP