Operating lease right-of-use assets, net

$ 1,541

$ 1,449

Business Combination, Consideration Transferred

$ 194

Business Combination, Recognized Asset Acquired, Asset, Current

65

Operating lease right-of-use assets, net

59

Business Combination, Recognized Asset Acquired, Asset

764

Business Combination, Recognized Liability Assumed, Lease Obligation

66

Business Combination, Recognized Liability Assumed, Liability, Noncurrent

42

Business Combination, Recognized Asset Acquired to Liability Assumed, Excess (Less), and Goodwill

239

Business Combination, Recognized Asset Acquired and Liability Assumed

The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed.


	As of January 16, 2026
Total current assets	$	65
Property, plant and equipment	639
Operating lease right-of-use assets, net	59



Other non-current assets	1

Total assets	764

Total current liabilities	9
Long-term debt	346
Operating lease non-current liabilities	66
Deferred tax liabilities	62
Other non-current liabilities	42
Total liabilities	525

Total consideration	239
Cash acquired	45
Total consideration, net of cash acquired	$	194

Delta Acquisition

On April 1, 2026, the Partnership completed the acquisition of Delta for approximately $81 million, excluding cash acquired and net working capital. The purchase price was allocated $36 million to property, plant and equipment, net, $15 million to intangible assets, and $24 million to goodwill. Delta owns and operates terminals and fuel distribution assets across five Caribbean markets. The transaction was funded using cash on hand and amounts available under the Partnership's Credit Facility.

Offen Acquisition

On October 27, 2026, the Partnership completed the previously announced acquisition of Offen Petroleum, whereby Sunoco Retail, a wholly owned corporate subsidiary of the Partnership, acquired all the equity interests of Offen Parent, LLC, the parent company of Offen Petroleum Holdings, LLC, in an all-cash transaction for approximately $600 million, plus working capital adjustments. Offen Petroleum operates a U.S.-based fuel distribution network delivering approximately 2.5 billion gallons annually, serving approximately 7,000 customers and over 800 retail stations across the Midwest, Mountain West, and Southwest regions of the U.S.

The acquisition will be recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third-party valuation specialist, is in the process of determining the fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions.

Management expects that the purchase price will primarily be allocated to property, plant and equipment, intangible assets, and goodwill; however, as of the date these financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value between line items on the consolidated balance sheet, potentially impacting deferred tax balances and/or goodwill.