Energy Transfer Partners and Susser Holdings
Announce Successful Completion of Merger
DALLAS & CORPUS CHRISTI, Texas--(BUSINESS WIRE)--Aug. 29, 2014--Energy Transfer Partners, L.P.(NYSE:ETP)
and Susser Holdings Corporation(NYSE:SUSS) today announced the successful completion of the previously
announced merger of an indirect wholly owned subsidiary of ETP, with and into Susser, with Susser surviving the
merger as a subsidiary of ETP.
As previously announced on April 28, 2014, Susser entered into a merger agreement with ETP. Under the terms of
the merger agreement,Susser shareholders were able to receive, for each Susser common share they owned, a
combination of $40.125 in cash and 0.7253 of an ETP common unit (the “Standard Mix of Consideration”). In lieu of
receiving this Standard Mix of Consideration, Susser shareholders, for each Susser common share they owned,
could make an election to receive $80.25 in cash (the “Cash Consideration”) or 1.4506 ETP common units (the “Unit
Consideration”), with such Cash Consideration and Unit Consideration subject to proration in accordance with the
merger agreement. Because the Unit Consideration was oversubscribed, all holders making a unit election will have
their Unit Consideration prorated and a portion of it will be substituted with cash in accordance with the terms of
the merger agreement. Based on the final results of the merger consideration elections:
holders of approximately 7% of outstanding Susser shares, or approximately 1,477,710 shares, elected to and
will receive the Standard Mix of Consideration;
holders of approximately 1% of outstanding Susser shares, or approximately 264,536 shares, elected to and
will receive the Cash Consideration;
holders of approximately 79% of outstanding Susser shares, or approximately 17,183,117 shares, elected the
Unit Consideration and will receive $39.51 in cash and 0.7365 of an ETP common unit; and
holders of approximately 13% of outstanding Susser shares, or approximately 2,869,212 shares made no
election and will receive the Standard Mix of Consideration.
In the aggregate, Susser shareholders will receive 50% of the merger consideration in cash and 50% in ETP common
units. The total consideration to be paid in cash will be approximately $875 million and the total consideration to be
paid in equity will be approximately 15,807, 605 ETP common units.
Effective with the opening of the market today,Susser ceased to be a publicly traded company and its common
stock discontinued trading on theNYSE.
Barclays and Credit Suisse acted as financial advisors, Morgan Stanley & Co. LLC delivered a fairness opinion to the
Board of ETP. Vinson & Elkins acted as legal counsel to ETP, and Bingham McCutchen acted as tax counsel to ETP.
BofA Merrill Lynch acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal counsel to Susser.
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 Panhandle Eastern
Pipe Line Company, LP(the successor of Southern Union Company) and Sunoco, Inc., 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. ETP’s general
partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. web site
Susser Holdings Corporation(NYSE: SUSS) is a third-generation family led business based inCorpus Christi,
Texas, that operates more than 640 convenience stores inTexas,New Mexicoand Oklahoma, with 595 under the
Stripes® banner and 47 under the Sac-N-Pac banner. Restaurant service is available in more than 410 of its stores,
primarily under the proprietary Laredo Taco Company® brand. Susser Holdings also is majority owner and owns
the general partner of Susser Petroleum Partners LP. For more information, visit the Susser Holdings
Corporation website at
Susser Petroleum Partners LP(NYSE: SUSP) distributes approximately 1.7 billion gallons of motor fuel
annually to Stripes® 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.
Photos/Multimedia Gallery Available:
Source:Energy Transfer Partners, L.P.
Susser Holdings Corporation
Susser Petroleum Partners LP
Mary Sullivan, 361-884-2463
Chief Financial Officer
Dennard-Lascar Associates
Anne Pearson, 210-408-6321
Energy Transfer Partners, L.P.
Brent Ratliff, 214-981-0700
Vice President, Investor Relations
Granado Communications
Vicki Granado, 214-599-8785