Participants

Scott Grischow; Senior Vice President - Investor Relations and Treasury; Sunoco LP

Karl Fails; Chief Operations Officer, Executive Vice President of General Partner; Sunoco LP

Joseph Kim; President, Chief Executive Officer, Director of General Partner; Sunoco LP

Austin Harkness; Senior Vice President - Pricing, Optimization and Supply and Trading; Sunoco LP

Theresa Chen; Analyst; Barclays

Spiro Dounis; Analyst; Citi

Elvira Scotto; Analyst; RBC Capital Markets

Selman Akyol; Analyst; Stifel

Robert Moskow; Analyst; TD Cowen

Presentation

Operator

Greetings, and welcome to the Sunoco LP's first-quarter 2024 earnings call. (Operator Instructions) As a reminder, this conference is being recorded.
And it is now my pleasure to introduce your host, Scott Grischow, Senior Vice President, Finance and Treasurer. Thank you. Sir, you may begin.

Scott Grischow

Thank you, and good morning, everyone. On the call with me this morning are Joe Kim, Sunoco LP's President and Chief Executive Officer; Karl Fails, Chief Operations Officer; Dylan Bramhall, Chief Financial Officer; Austin Harkness, Chief Commercial Officer; and other members of the management team.
Today's call will contain forward-looking statements that include expectations and assumptions regarding the partnership's future operations and financial performance. Actual results could differ materially, and the partnership undertakes no obligation to update these statements based on subsequent events, please refer to our earnings release as well as our filings with the SEC for a list of these factors.
During today's call, we will also discuss certain non-GAAP financial measures, including adjusted EBITDA and distributable cash flow. As adjusted, please refer to the Sunoco LP website for reconciliation of each financial measure has been a busy and exciting start to 2024 for the Sonoco team, and I'd like to begin my comments by reviewing some of that activity.
First, on March 13th, we completed the acquisition of two liquid fuels terminals located in Amsterdam, Netherlands and Banshee Bay Island from Zenith energy for $170 million. Then on April 16th, we completed the divestiture of 204 convenience stores across West Texas, New Mexico and Oklahoma to seven 11 for approximately $1 billion. And just last week, we closed on the acquisition of NuStar Energy and a transaction valued at approximately $7.2 billion. Completion of these stream. Strategic transactions will not only increase the partnership's stability, but will also strengthen our financial foundation and position us for future growth.
Now turning to our first quarter results for 2020 for Sonoco delivered a record first quarter with adjusted EBITDA of $242 million compared to $221 million a year ago, an increase of 9%. As Carl will discuss later, this quarter's results demonstrate that our continued focus on gross profit optimization in our fuel distribution business has helped grow our fuel gross profit dollars over time. In the first quarter, the Partnership sold over 2.1 billion gallons, a record volume for a first quarter and a 9% increase from last year.
Fuel margin for all gallons sold was $0.117 per gallon compared to $0.129 per gallon a year ago. Fuel margin results include the benefit of a 25,000,007 11 makeup payment. Total first quarter operating expenses were $142 million, an increase of $15 million from the first quarter of last year. The vast majority of this year-over-year increase can be attributed to additional operating expenses from growth, including dizziness, North America terminal acquisition and transaction costs related to acquisition and divestiture activity in the first quarter of this year.
In the first quarter, we spent $27 million on growth capital and $14 million on maintenance capital. First quarter distributable cash flow as adjusted was $176 million compared to $160 million in the first quarter of 2023. On May third, we declared an $0.8756 per unit distribution of 4% increase over last quarter. This increase demonstrates continued confidence in our business and our ability to deliver value to our unitholders through distribution increases.
Turning to the balance sheet, at the end of the first quarter, we had approximately $870 million of liquidity remaining on our revolving credit facility. Leverage at the end of the quarter was 3.7 times, unchanged from last quarter and below our long-term target of four times in anticipation of and in conjunction with the closing of the new acquisition, the partnership recently completed several financing transactions.
First, on April 30th, we issued $1.5 billion in senior notes in a private offering. The proceeds from this offering will be used to fund the repayment of NeuStar's credit and receivables facilities and redeem NuStar's preferred equity and subordinated notes. The reduction in interest expense from this refinancing activity will generate at least $50 million in additional cash flow annually.
Second, on May third, we entered into a new $1.5 billion revolving credit facility, which matures in 2029. This new credit facility is fully unsecured and will simplify Sonoco's capital structure and enhance our credit profile. Moving forward. To that end, both Moody's and S&P upgraded Sonoco's long-term credit ratings over the past week, further demonstrating Sonoco's enhanced scale and stability and improved financial profile.
Now that we have closed the NuStar acquisition. I want to share an update on our 2024 guidance. We plan to issue more detailed outlook on or before our second quarter earnings call, but as a starting point, we wanted to provide the following perspective on consolidated 2024 guidance. We now expect 2020 for adjusted EBITDA to be in a range of $1.46 billion to $1.52 billion. This increase reflects the combination of our reaffirmed adjusted EBITDA guidance of $975 million to $1 billion for the legacy Sunoco business.
Additionally, the increase includes the contribution of approximately $480 million to $520 million of adjusted EBITDA from the NuStar acquisition. The expected contribution from Neustar reflects a prorated portion of the 2024 adjusted EBITDA guidance, the New Star management team provided in February. This revised 2024 adjusted EBITDA guidance excludes both transaction costs and synergies, which we will also provide more detail on on or before our second quarter earnings call.
With that, I will now turn the call over to Carl to walk through some additional thoughts on our first quarter performance and recent transaction activity.

Karl Fails

Thanks, Scott. Good morning, everyone. This quarter continued the strong performance in our base business and highlighted the continued progress of our growth strategies.
As we have stated many times, the key to our gross profit optimization strategy in our fuel distribution business is to look at the combined fuel gross profit rather than evaluating volume or margin separately, this is important as we look at our Q1 performance first, our volumes continue to substantially grow in the first quarter there was a 9% increase compared to the same quarter last year. This period marks the fourth consecutive quarter where we surpassed 2 billion gallons in terms of total U.S. gasoline and diesel demand.
Our growth continues to exceed industry averages, showcasing that our investments are yielding tangible results, while always keeping our gross profit optimization strategy front and center second, margins continue to be strong from a market standpoint, we faced some fairly consistent upward movement in gasoline prices throughout the quarter, which provided the typical compression that happens during similar market conditions.
Another factor impacting our overall margin is that some of our year-over-year volume growth has come in channels that have added incremental fuel gross profit and EBITDA, but at margins below our overall average. This is really an impact on our portfolio mix, not an indication of market conditions overall, higher breakeven margins and overall volatility continue to provide support to margins, and we expect that to continue for the foreseeable future.
When you put it all together, we had record first quarter EBITDA. Our fuel gross profit continues to trend upwards and our outlook remains strong. Earlier, Scott mentioned the three transactions that we've closed in the last few months.
Let me give you some insight into the West Texas and Europe transactions and the impact to our overall business outlook before I discuss the exciting new store acquisition that we closed last week, the divestiture of the West Texas business to seven 11 was completed at an EBITDA multiple in the high 10s. We are a growth company and we are not in the business of selling off parts of our business. So let me give you some insight into how this fit into our strategy. By selling the West Texas business, we lost some volume and gross profit dollars and our reported margin will drop as the margin of the West Texas business was well above our average.
If you do the math, the change in mix reduces our reported fuel margin by a bit less than half a cent per gallon on a go forward basis. What we gain from the transaction, however, was a significant amount of capital that we could redeploy at lower multiples in building our business and increasing stability. Bottom line after this transaction, we are less exposed to West Texas retail margins. Our base fuel distribution business remains strong, and we expect fuel gross profit to continue to grow the acquisition of Xenith terminals in Europe was completed at a synergized EBITDA multiple in the mid-single digits are strong assets based in strategic locations. Much of the integration is already completed and we are looking forward to the benefits of having these assets in our portfolio as well as our new team members that have joined us in Europe.
Adding the European terminals provides us with additional opportunities to optimize our supply costs, particularly on the East Coast and deliver increased value to our customers. Further, these terminals can serve as a platform for future growth.
Turning to NuStar. We're very excited about the increased stability and diversification that these assets will bring to our portfolio and the many growth opportunities that they will provide. The integration process is well underway, and we are looking forward to working together with our new team members to grow the combined business. Our plans are on track to deliver above our synergy floor of $150 million per year.
We have made great progress on identifying the expense savings that will come from the combination and expect to achieve north of $100 million in expense synergies annually. We are still digging into the commercial opportunities and working to quantify what those will yield.
In particular, we've begun an evaluation of our crude business to determine how we can unlock additional value to improve the performance and profitability of the assets. This evaluation is in the preliminary stages, but the initial work is promising, and we look forward to sharing more detail on our overall synergy outlook on or before our next earnings call.
Before turning the time over to Joe, I will wrap up by emphasizing that we are off to a strong start to the year and will continue to focus on delivering results for our stakeholders through our proven strategy of gross profit optimization, tight expense control, solid and operations and growing our business. Joe?

Joseph Kim

Thanks, Karl, and good morning, everyone. Over the last four months, we completed a series of strategic transactions to strengthen Sun for the future. Let me provide some perspective on these actions and also talk about our business as a whole.
Starting with our legacy business, we had a record first quarter reporting the highest first quarter EBITDA and DCF results in the history of the partnership. Our legacy business is strong and we're confident that it will remain strong for the foreseeable future. Obviously, the closing of the NeuStar acquisition resulted in us revising our full year guidance. But I think it is important to note, if you back out the NuStar acquisition for this year, we fully expected to deliver on the guidance that we provided back in December of last year, even after the EBITDA loss resulting from the West Texas divestiture and the European terminal acquisition.
Regarding the West Texas divestiture. We got a highly attractive sales multiple and added to our take-or-pay contract. The net proceeds after tax and other expenses is roughly $800 million. This is more than the $750 million that we noted in January.
As for the NuStar acquisition, let me start off by publicly welcoming the new store employees to the Sun team. We're excited to work with all the talented people and also to add some great assets to our overall portfolio. When we announced the transaction in January, we detailed the strategic rationale and the highly attractive economics. Four months later, we're even more confident that we have better positioned the Company for the future. This acquisition makes us larger and more diverse while also providing more growth opportunities financially is highly attractive with a greater than 10% accretion in the 3rd year. Following close.
Regarding our balance sheet, we stated back in January that we expect to be at our long-term target leverage of four times within 12 to 18 months. We're well positioned to deliver on this target. As for the recently announced 4% distribution increase. We're confident in the resiliency and growth potential of our business. A secured distribution is one of our capital allocation pillars and the decision to increase had to meet the following criteria above our target coverage ratio, protect our balance sheet remain a growth company, and finally, a clear path to additional distribution increases over a multiyear timeframe.
We're confident that the answer is yes. On all of these factors, let me wrap up. We entered 2024 from a position of strength. And after a series of strategic moves, we're a stronger company. Going forward, we'll continue to execute on our strategic focus of improving stability, enhancing growth and maintain a strong balance sheet resulting in more compelling investment going forward.
Operator, that concludes our prepared remarks, we may open the line for questions.

Question and Answer Session

Operator

(Operator Instructions) Theresa Chen, Barclays.

Theresa Chen

Good morning and thank you for taking my questions. I realize we're going to get a much more detailed look at the financial outlook later on, but I was hoping you could talk about how you see the crude oil assets in particular fitting within your organization pro forma on how you're planning to further commercialize them and if there are any complementary or synergistic opportunities and what each is crude oil assets and how all that comes together?

Karl Fails

Thanks, Theresa. Appreciate the question. As I mentioned in my prepared remarks that we've started to dive into those, and I can add a little bit more color to that on kind of on our initial thinking. So first is we like the stability and diversification that the crude business provides on specifically the Permian system that we just acquired is located on excellent acreage and fortunate to have a set of high quality customers. And as we look at those cash flows going forward, we expect them to deliver stable cash returns going forward.
And as far as my comments on looking for how to unlock additional value. Really as we sit here today, all options around the table, including but not limited to the possibilities of joint ventures or other commercial arrangements I think maybe the only option not on the table is contemplation of a sale. Like I said, we like the assets and the stability they provide. And you asked about ET. clearly working with ET. on creating additional value is an option. This work is still pretty preliminary and we don't have any additional detail to share right now. But I think as Joe and I have talked and we've had questions on crude, even from the first announcement, any changes or arrangements we make different than just us operating them as is will be because it adds additional VF value beyond what we've I've already assumed.

Theresa Chen

Thank you so much.

Operator

Spiro Dounis, Citi.

Spiro Dounis

Sorry, separately, wanted team wanted to go back to the synergies quickly, if we could. When when the deal was announced, I think you'd all talked about 150 million of run rate by the 3rd year. You just mentioned, I think, hitting 100 million or so of cost savings annually. So I'm just hoping you guys can sort of reconcile those comments and whether or not that 100 million is kind of still on that three year timeframe?

Karl Fails

Yes, Spiro, I think so if you dial back to what we initially said, we said 150, it would be a combination of expense and commercial. We didn't really break down initially what we thought that was. And then we said we'd achieve that by the 3rd year. And our comments today are really I think the more clarity we've done enough work to be able to provide is on the expense side as far as what the total number is and what the commercial is and any updates to our original cadence. I think that's the evaluation that's ongoing that we hope to provide in the next couple of months. But again, the most important thing is everything we've dug into, we should be at or better than what we originally assumed.

Spiro Dounis

Great. And second question maybe going to M&A. You, Scott, as you pointed out, very busy start to the year and certainly a lot of initiatives ahead of you from here. So curious maybe what your appetite is on future M&A from here, either bolt-on or larger scale? Or maybe is your focus at this point entirely just on extracting synergies and absorbing these deals?

Scott Grischow

It's fair to say, obviously are a high priority at integrating and realizing the synergies and getting back to our leverage target for the NuStar acquisition. But equally, a high priority for us is optimizing and delivering on our legacy distribution business in the third high priority is continued growth, which includes M&A. Is it easy to do all three? No, but that's how we're solving for we're solving for growing unitholder value. We think we can do all three understood a little different today.

Spiro Dounis

Thank you.

Operator

(Operator Instructions) Elvira Scotto, RBC Capital Markets.

Elvira Scotto

Hey, good morning. Thanks for all the detail. And just going back to I know, we'll get a little more on NuStar, so I'll hold off on questions there. But on the Xenith acquisition, you did mention that you could see some future growth opportunities there can you provide any kind of additional detail there? Would these be growth opportunities again outside the US? Or how are you thinking about that?

Karl Fails

Yes, we are on this, Carl, you know if you think about how we've talked about to the terminals in Europe and then maybe even if you go back to our acquisition, we made a little over a year ago in Puerto Rico, really the criteria we used to look at that is to have stable cash flows are their strategic fit.
And what kind of synergies do we think we could extract with our base business or kind of what kind of right to win do we have with our existing fuel distribution business and then potential for growth. So a Puerto Rico hit on that. We feel confident that these two assets that we closed on a couple of months ago in Europe, I've said that we are open to additional international expansion if it meets that criteria from now with that possibility growth, you can expect us to continue to have the same level of discipline that we've applied, either whether it's on the M&A side or on the organic growth capital side take rate.

Elvira Scotto

Thank you very much.

Operator

Selman Akyol, Stifel.

Selman Akyol

Hey, guys, this is Tim on for Selman. I appreciate the color on the of the West Texas divestiture to seven 11. So just curious, as you look out at the rest of your footprint do you see any more similar opportunities to make these sort of transactions?

Joseph Kim

Ken, this is Joe. I think Carl did a really good job on his prepared remarks talking about how that divestiture fit into the bigger picture of us moving forward. But I'll reiterate what he said. We're a growth company. This was a unique opportunity for us to do a highly attractive acquisition with Neustar and have a very defined path to get our leverage down to the right right level. So, you know, I don't see any other divestitures in our future.

Selman Akyol

Got it. Understood. And then shifting to the distribution growth, 4% was a nice step-up, but just wondering how you guys think about this longer term with NuStar. And just curious if the 4% was made with or without NuStar in mind?

Joseph Kim

Yes, we tried to answer in two parts. I guess first and foremost, we're confident about the resiliency and the growth potential of our business on a going forward basis. And that's evidenced by the 2% increase we did last year and the 4% we did this year as far as establishing a number on our outward years. I think it's too early. We have the flexibility. We like the flexibility to assess market opportunities and will properly allocate our capital using the same strategy we have right now. And obviously, your last question was Neustar contemplated in U.S. with our 4% distribution?
The answer is, of course, yes, that's part of our business going forward. We like the accretion. I think, you know, anytime you're talking double digit accretion. That's a big number. We're confident we're going to deliver on that.

Selman Akyol

Got it. Thank you guys for the time.

Operator

Robert Moskow, TD Cowen Securities.

Robert Moskow

Hi, good morning, everyone. I'm just wondering if you could talk about the puts and takes around your margin expectations. It sounds like there might be a couple of drags in the form of more low-margin volumes and the West Texas sale. I just want to check whether the 12.5% guidance still holds? Or when do we think about it more holistically in terms of volume and margin?

Karl Fails

Yes, this is Karl. I know, I talked in my prepared remarks that really we look at it from an overall fuel gross profit. So I'm going to hand it off over to Austin Harkness, our Chief Commercial Officer. He can he can dig a little deeper there.

Austin Harkness

Hey, Robert. In terms of macro view, as Carl shared in his prepared remarks, we haven't seen any fundamental shift in the volume or margin picture, right? So our view going forward is, from a macro standpoint, volumes up for 2024 are going to continue on the trend that they've been on recently, which is roughly flat for refined products and the margin picture remains elevated, right? So breakevens remain high that we continue to see volatility in flat price, all of which paints a fairly constructive picture for the margin environment.
And if you take a step back and look at our first quarter results, as a reminder, we we manage a portfolio of income streams across different sales channels. And the way to think about our first quarter results is the market gave us an opportunity to sell more fuel from above our historical run rate volume at a pull margin that was below our historical run rate margin, all resulting in a fuel gross profit number that ultimately allowed us to deliver a record first quarter EBITDA.
And as Carl mentioned, we really do optimize around fuel gross profit versus solving for any volume or CPG margin number independently. And so as you think about the future and going forward, there's a couple of things I would share on. One is we manage the business on a long-term basis, right? So we take a 12-month view, recognizing there's going to be volatility on a quarter-to-quarter basis, whether it's impacting to volume or margins independently of it separately, as Carl mentioned in his prepared remarks on the West Texas divestiture accounts for about 50 points of enterprise margin, right?
So you have to account for that along with the fuel gross profit associated with that, I would reiterate Joe's comments that, Tom, that's a deal that we're very happy with given the multiple that we were able to transact at and our ability to quickly redeploy that capital to highly accretive M&A. And all that said, fundamentally, we're a growth company and I think our track record and our forward view is very much that we will continue to grow fuel gross profit in the long run multiple years in the future.

Robert Moskow

No. Understood. Thanks for the time today, everyone.

Operator

There are no further questions at this time. I would now like to turn the floor back over to Scott Grischow for closing comments.

Scott Grischow

Thanks, everyone, for joining us on the call this morning. As I said before, it's been a busy exciting and strong start to the year for the Partnership please feel it or feel free to reach out if you have any questions or want to discuss anything. Thanks and have a great day.

Operator

This concludes today's teleconference. You may disconnect. Your lines at this. Thank you for your participation.