Susser Petroleum Partners and Energy Transfer Partners Announce a Broad Series of Strategic and Transformative Steps

Sep 25, 2014

- First asset dropdown to SUSP for $768 million
- Acquisition of Aloha Petroleum
- Closing of a new $1.25 billion revolving credit facility
- Planned

HOUSTON and DALLAS, Sept. 25, 2014 /PRNewswire/ -- Susser Petroleum Partners LP (NYSE: SUSP) ("the Partnership") and Energy Transfer Partners, L.P. (NYSE: ETP) announced today the first dropdown transaction between ETP and SUSP.  In addition, SUSP announced an agreement to acquire Hawaii-based Aloha Petroleum Ltd., closing of a new $1.25 billion revolving credit facility, and its plan to change the Partnership's name to Sunoco LP.

Dropdown of MACS and Acquisition of Aloha Petroleum

SUSP has agreed to acquire Mid-Atlantic Convenience Stores, LLC from ETP in a transaction valued at approximately $768 million.  The consideration payable by SUSP will consist of approximately 4 million newly issued SUSP common units and $556 million of cash, subject to customary closing adjustments. SUSP plans to initially finance the cash portion by utilizing availability under the revolving credit facility, with longer term financing through a combination of debt and equity.  The transaction is expected to be immediately accretive to distributable cash flow per unit for both SUSP and ETP.

The assets owned by Mid-Atlantic Convenience Stores, LLC include the Mid-Atlantic Convenience Stores (MACS) locations and the Tigermarket locations that were previously acquired by ETP.  Both businesses are currently operated and supplied by ETP's Sunoco subsidiary.

The dropdown will include approximately 110 company-operated retail convenience stores and 210 dealer-operated and consignment sites from the MACS/Tigermarket businesses. The combined portfolio includes locations in Virginia, Washington, D.C., Maryland, Tennessee and Georgia. It features compelling convenience store offerings and leading motor fuel brands, including Sunoco, Exxon and Shell. 

SUSP has also signed a definitive agreement to acquire Honolulu, Hawaii-based Aloha Petroleum, Ltd. Aloha Petroleum is the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands.  Aloha currently markets through approximately 100 Shell, Aloha, and Mahalo branded fuel stations throughout the state, about half of which are company operated.  The base purchase price for Aloha is approximately $240 million, subject to a post-closing earn-out, certain closing adjustments, and before transaction costs and expenses.

"Hawaii is a great new market for us with an economy that has grown faster than the overall U.S. economy in the last few years," said Bob Owens , Susser Petroleum Partners Chief Executive Officer.  "Aloha Petroleum has an impressive legacy of growth, profitability and operational excellence.  The overall transaction is compelling in that the price represents an approximate 7x run-rate EBITDA multiple.  Additionally, most of the cash flow is expected to constitute qualifying income. 

"Aloha Petroleum will allow us to expand our current geographic footprint and extend our overall business capabilities into refined products terminals.  We see the integration of terminals, retail and wholesale operations within Aloha as a strong platform in Hawaii as well as a model for the expansion of our overall core business.  On behalf of our Partnership, I would like to extend a very warm welcome to Aloha Petroleum's management team, employees and customers," Owens said.

Both transactions are expected to close in the fourth quarter of 2014 and are subject to customary closing conditions, required consents and other regulatory approvals.

New Revolving Credit Facility

Susser Petroleum Partners has closed a new revolving credit facility with a syndicate of banks that provides a base $1.25 billion revolving credit facility and includes an accordion feature that provides flexibility to increase the facility by an additional $250 million, subject to certain conditions. The facility matures in September 2019.

The expansion of the revolver from a current $400 million credit facility limit will allow the Partnership to finance dropdowns and acquisitions and provide significant liquidity for ongoing organic growth.

Sunoco Rebranding

Susser Petroleum Partners also plans to change its name to Sunoco LP and its ticker symbol to SUN.  The change in name and ticker symbol is intended to align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. The Partnership is proud to be able to trade under the SUN symbol, which traded on the New York Stock Exchange for almost 87 years until the sale of Sunoco to ETP in October 2012.  The change is expected to occur in the fourth quarter of 2014.

Susser Petroleum Partners LP (NYSE: SUSP) distributes approximately 1.7 billion gallons of motor fuel annually to Stripes® and Sac-N-Pac™ convenience stores, independently operated consignment locations, convenience stores and retail fuel outlets operated by independent operators and other commercial customers in Texas, New Mexico, Oklahoma, Kansas and Louisiana.

Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 35,000 miles of natural gas and natural gas liquids pipelines. ETP owns 100% of Sunoco, Inc. with a network of over 5,000 Sunoco branded retail sites in 24 states, and 100% of Susser Holdings Corporation, which operates over 640 convenience stores, primarily in Texas.  ETP also owns 100% of Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 67.1 million common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets. Additionally ETP owns the general partner, 100% of the incentive distribution rights and approximately 50.2% of the limited partnership interests in Susser Petroleum Partners LP, a wholesale fuel distributor.  ETP's general partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. web site at www.energytransfer.com.

Forward-Looking Statements

This news release contains "forward-looking statements" which may describe Susser Petroleum Partners LP's ("SUSP") and/or Energy Transfer Partners, L.P.'s ("ETP") objectives, expected results of operations, targets, plans, strategies, costs, anticipated capital expenditures, potential acquisitions, new store openings and/or new dealer locations, management's expectations, beliefs or goals regarding proposed transactions between ETP and SUSP or SUSP's acquisition of Aloha Petroleum, the expected timing of those transactions and the future financial and/or operating impact of those transactions, including the anticipated integration process and any related benefits, opportunities or synergies. These statements are based on current plans, expectations and projections and involve a number of risks and uncertainties that could cause actual results and events to vary materially, including but not limited to: competitive pressures from convenience stores, gasoline stations, other non-traditional retailers and other wholesale fuel distributors located in SUSP's markets; dangers inherent in storing and transporting motor fuel; SUSP's ability to renew or renegotiate long-term distribution contracts with customers; changes in the price of and demand for motor fuel; changing consumer preferences for alternative fuel sources or improvement in fuel efficiency; competition in the wholesale motor fuel distribution industry; seasonal trends; severe or unfavorable weather conditions; increased costs; SUSP's ability to make and integrate acquisitions; environmental laws and regulations; dangers inherent in the storage of motor fuel; reliance on suppliers to provide trade credit terms to adequately fund ongoing operations; acts of war and terrorism; dependence on information technology systems; SUSP's and ETP's ability to consummate any proposed transactions, or to satisfy the conditions precedent to the consummation of such transactions; successful development and execution of integration plans; ability to realize anticipated synergies or cost-savings and the potential impact of the transactions on employee, supplier, customer and competitor relationships; and other unforeseen factors.

For a full discussion of these and other risks and uncertainties, refer to the "Risk Factors" section of SUSP's and ETP's most recently filed annual reports on Form 10-K and subsequent quarterly filings. These forward-looking statements are based on and include our estimates as of the date hereof. Subsequent events and market developments could cause our estimates to change. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available, except as may be required by applicable law.

Contacts:

Susser Petroleum Partners LP

Mary Sullivan , Chief Financial Officer
(361) 884-2463, msullivan@susser.com

Clare McGrory
Senior VP, Finance and Investor Relations
(610) 833-3400, cpmcgrory@sunocoinc.com

Dennard-Lascar Associates
Anne Pearson
(210) 408-6321, apearson@dennardlascar.com

Energy Transfer Partners, L.P.

Brent Ratliff , Vice President, Investor Relations
(214) 981-0700, brent.ratliff@energytransfer.com

Granado Communications
Vicki Granado
(214) 599-8785, vicki@granadopr.com

SOURCE Susser Petroleum Partners LP; Energy Transfer Partners, L.P.

Categories: Press Releases