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

The Note Guarantees

Each guarantee of the notes:

 

    is a general unsecured obligation of the Guarantor;

 

    is pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor; and

 

    is senior in right of payment to any future subordinated Indebtedness of that Guarantor.

The Note Guarantees, however, are effectively subordinated to all secured Indebtedness of the Guarantors, including their guarantees of Indebtedness under the Credit Agreement and the Term Loan, to the extent of the value of the collateral securing those guarantees.

All of Sunoco LP’s current significant Subsidiaries, with the exception of Finance Corp., guarantee the notes. The notes will also be guaranteed by any of Sunoco LP’s future Domestic Subsidiaries that incurs Indebtedness under a Credit Facility and by any Restricted Subsidiaries that guarantee Indebtedness of an Issuer or a Guarantor under a Credit Facility. In the event of a bankruptcy, liquidation or reorganization of any of our non-guaranteeing Subsidiaries, such non-guaranteeing Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us and, as a result, the obligations of our non-guaranteeing subsidiaries will be structurally senior to the notes and Note Guarantees. See “Risk Factors—Risks Related to Our Indebtedness and the Notes—The notes and the guarantees are unsecured and effectively subordinated to the Issuers’ and the guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness” and “—The notes are structurally subordinated to all liabilities of any non-guarantor subsidiaries.”

ETP Retail provided a limited contingent guarantee of our obligations to pay the principal of the 2023 notes and the 2021 notes (the “ETP Retail contingent guarantees”). Under the ETP Retail contingent guarantees, ETP Retail generally has no obligation to make principal payments with respect to the 2023 notes or the 2021 notes, as applicable, unless and until all remedies, including in the context of bankruptcy proceedings, have first been fully exhausted against us with respect to such payment obligations, and holders of 2023 notes or 2021 notes, as applicable, are still owed amounts in respect of the principal of the 2023 notes or the 2021 notes, as applicable. Two other subsidiaries of ETP, Sunoco R&M and Atlantic Refining, entered into separate support agreements with ETP Retail and us, pursuant to which they agreed to provide contingent residual support to ETP Retail with respect to ETP Retail’s obligations under the ETP Retail contingent guarantees, subject to specified liability caps that aggregate to the principal amount of the 2023 notes and the 2021 notes, respectively. References in this “Description of the Exchange Notes” to the Note Guarantees or Guarantors do not include the ETP Retail contingent guarantees or ETP Retail, respectively.

All of our Subsidiaries are “Restricted Subsidiaries.” Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” however, we are permitted to designate certain of our existing and future Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries are not subject to the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries do not guarantee the notes.

Principal, Maturity and Interest

The Issuers will issue up to $800 million in aggregate principal amount of 2023 exchange notes and $800 million in aggregate principal amount of 2021 exchange notes in the exchange offers. The Issuers may issue additional notes under the Indenture from time to time after this offering. Any issuance of additional notes is subject to all the covenants in the Indenture, including the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Equity.” The 2023 exchange notes and any additional notes subsequently issued under the 2023 Indenture will be treated as a single class for all purposes under the 2023 Indenture, including waivers, amendments, redemptions and offers to purchase. The 2021 exchange notes and any additional notes subsequently issued under the 2021 Indenture will be treated as a single class for all purposes under the 2021 Indenture, including waivers, amendments, redemptions and offers to

 

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