Sunoco L.P. (Sunoco) is acquiring a 68.42% interest in Sunoco LLC and 100% interest in Sunoco Inc. (R&M) from Energy Transfer Partners L.P. (ETP) for $2.2 billion. The company will fund the transaction primarily with a new $2 billion term loan A and $750 million common units in a private equity offering. We are affirming our 'BB' corporate credit rating on Sunoco L.P. and revising the outlook to negative from stable. At the same time, we are lowering our issue-level rating on the company's senior secured debt to 'BB' from 'BB+' and revising the recovery rating to '3' from '2'. We are also lowering the issue-level rating on the company's senior unsecured debt to 'BB-' from 'BB' and revising the