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SEC Filings
SUSSER HOLDINGS CORP filed this Form S-4 on 07/22/2016
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Table of Contents
Index to Financial Statements



(in thousands, except unit and volume data)


On December 6, 2012, the Company loaned members of executive management $4,000 to purchase 4,000 of its Common Units. The loans required repayment within five years and had an interest rate of 5%. On January 7, 2013, $2,000 of the loans were repaid in cash. On September 8, 2013, the remaining loans were reduced by $1,147 from the proceeds of the distribution to the Company’s Common Unit holders. At December 31, 2014, officer loans totaling $853 were recorded as contra equity. These remaining loans were repaid in February 2015.

Prior to the redemption of the Preferred A units in September 2013, the Common Units were subordinate to the Preferred A units including with respect to the unreturned capital and unpaid yield on the Preferred A units. The only exception was for the payment of cash tax distributions for its Common Unit holders.

Incentive Units

The Company awarded certain members of management Incentive Units of PES LLC (Incentive Units), which are intended to constitute profits interests for United States federal income tax purposes. The Incentive Units vest ratably over a five year period and participate in distributions and allocation of profits and losses, regardless of vesting status.

In December 2012, the Company authorized 26,181 Incentive Units for issuance. In April 2014, the Company authorized an additional 1,800 Incentive Units for issuance, bringing the total amount of Incentive Units authorized for issuance to 27,981 units. At December 31, 2015, there are 25,238 Incentive Units issued and outstanding and 2,743 Incentive Units available for issuance. Refer to Note 13, Share-Based Compensation for additional information.

Advances to Members

The Company is required to make a cash advance to each of its Common Unit and Incentive Unit holders if the Company has cumulative taxable income. The cash advance is calculated based on the estimated taxable income for the Company using the highest applicable U.S. federal, state, and local income tax rate applicable to New York residents. The advance must be no later than March 30 of the subsequent year. In January 2015 and January 2013, PES LLC advanced $10,396 and $75,900, respectively, to Common Unit and Incentive Unit holders for their 2014 and 2012 taxes which were recorded as reductions to members’ equity. No such advances were made during the year ended December 31, 2014.


On September 8, 2013, PES LLC declared and paid distributions totaling $122,406 to its Common Unit and Incentive Unit holders. A portion of the distribution was used to reduce the amount due for officer loans and interest totaling $1,860. In May 2015, the Company declared distributions of $146,296 to its Common Unit and Incentive Unit holders of which $86,296 was previously paid to unitholders as tax advances and $60,000 was paid in June 2015. In September 2015, the Company declared and paid distributions of $49,132 to its Common Unit and Incentive Unit holders. In November 2015, the Company declared and paid distributions of $140,000 to its Common Unit and Incentive Unit holders.


Incentive units are issuable by PES LLC by its Board of Managers. The incentive units vest ratably over a five- year service period. Outstanding units automatically vest upon a change of control or initial public offering. PES LLC recognizes compensation expense on a straight-line basis over the requisite service period unless an



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