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SEC Filings
S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/15/2016
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The Exchange Offer

On July 20, 2015, we completed a private offering of the private notes and entered into a registration rights agreement with the initial purchasers in such private offering pursuant to which we agreed to deliver to you this prospectus and to use reasonable efforts to consummate the exchange offer no later than 365 days after the date we issued the private notes.

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that may be important to you. For a complete understanding of the exchange notes, please refer to the sections of this prospectus entitled “Exchange Offer” and “Description of the Exchange Notes.”

 

The Exchange Offer

We are offering to exchange the private notes for the exchange notes.

 

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2016, unless extended, in which case the expiration date will mean the latest date and time to which we extend the exchange offer.

 

Conditions to the Exchange Offer

The registration rights agreement does not require us to accept the private notes for exchange if the exchange offer, or the making of any exchange by a holder of the private notes, would violate any applicable law or interpretation of the staff of the SEC. The exchange offer is not conditioned on a minimum aggregate amount of private notes being tendered.

 

Procedures for Tendering Private Notes

To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company (“DTC”) for tendering private notes held in book-entry form. These procedures, which we call “ATOP” (“Automated Tender Offer Program”), require that

(i) the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program, and (ii) DTC has received:

 

    your instructions to exchange your private notes; and

 

    your agreement to be bound by the terms of the letter of transmittal.

 

  For more information on tendering your private notes, please refer to the sections in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer,” “Exchange Offer—Procedures for Tendering,” “Description of the Exchange Notes,” “Description of the Exchange Notes—Book-Entry, Delivery and Form.”

 

Guaranteed Delivery Procedures

None.

 

Withdrawal of Tenders

You may withdraw your tender of the private notes at any time prior to the expiration date for the exchange offer. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date. Please refer to the section in this prospectus entitled “Exchange Offer—Withdrawal of Tenders.”

 



 

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