SCHEDULE 13D
Explanatory Note: This Amendment No. 2 (this “Amendment”) to the Schedule 13D originally filed on September 25, 2012 by
certain of the Reporting Persons (as such term is defined below) (as amended by the Amendment, the “Schedule 13D”) is being filed to reflect the contribution by ETP Retail Holdings, LLC, a Delaware limited liability company (“ETP
Retail”) to Sunoco LP, a Delaware limited partnership (the “Issuer” or “SUN”) of 31.58% of the issued and outstanding membership interests of Sunoco, LLC, a Delaware limited liability company (“Sunoco LLC”) in
exchange for cash and common units representing limited partner interests (“Common Units”) of the Issuer (the “Sunoco LLC Transaction”), as more fully described in Item 3.
The Reporting Persons named in Item 2 below are hereby jointly filing this Amendment because, due to certain affiliations and
relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own some or all of the same securities from the Issuer (as such term is defined below) deemed to be beneficially owned by one or more of the Reporting
Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons named in Item 2 below have executed a written agreement relating to
the joint filing of this Amendment (the “Joint Filing Agreement”), a copy of which is annexed hereto as Exhibit A.
| Item 1. |
Security and Issuer |
This Amendment relates to the Common Units and the subordinated
units representing limited partner interests (the “Subordinated Units” and collectively with the Common Units, the “Units”) of the Issuer. The address of the principal executive offices of the Issuer is 555 East Airtex Drive,
Houston, Texas 77073.
| Item 2. |
Identity and Background |
(a)-(c) This Amendment is being filed jointly by:
| |
(i) |
Stripes LLC, a Texas limited liability company (“Stripes”); |
| |
(ii) |
Stripes No. 1009 LLC, a Texas limited liability company (“Stripes 1009” and, together with Stripes, the “Stripes Reporting Persons”); |
| |
(iii) |
Susser Holdings Corporation, a Delaware corporation (“Susser”); |
| |
(iv) |
Heritage Holdings, Inc., a Delaware corporation (“HHI”); |
| |
(v) |
ETP Holdco Corporation, a Delaware corporation (“ETP Holdco” and, together with Susser and HHI, the “ETP Holdco Reporting Persons”); |
| |
(vi) |
ETC M-A Acquisition LLC, a Delaware limited liability company (“ETC”); |
| |
(vii) |
La Grange Acquisition, L.P., a Texas limited partnership (“La Grange”); |
| |
(viii) |
LA GP, LLC, a Texas limited liability company (“LA GP”); |
| |
(ix) |
ETP Retail Holdings, LLC, a Delaware limited liability company (“ETP Retail”); |
| |
(x) |
Sunoco, Inc. R&M, a Pennsylvania corporation (“Sunoco R&M”); |
| |
(xi) |
Sunoco, Inc., a Pennsylvania corporation (“Sunoco, Inc.” and, together with La Grange, LA GP, ETP Retail and Sunoco R&M, the “ETP Retail Reporting Persons”) ; |
| |
(xii) |
Heritage ETC, L.P., a Delaware limited partnership (“Heritage ETC”); |
| |
(xiii) |
Heritage ETC GP, L.L.C., a Delaware limited liability company (“Heritage ETC GP”); |
| |
(xiv) |
Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”); |
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