MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR ETP RETAIL HOLDINGS, LLC
ETP Retail is an indirect wholly owned subsidiary of ETP formed in May 2014. In June 2014, the equity interests in multiple entities were
contributed to ETP Retail, including (a) 100% of the membership interests in Sunoco LLC, (b) a 99% membership interest in ETC M-A Acquisition, which owned 100% of the membership interests in MACS and (c) a non-controlling membership interest in PES
comprising 33% of PES outstanding common units.
At June 30, 2016, ETP Retail owned the following:
||99% membership interest in ETC M-A Acquisition, which currently owns 3,983,540 Sunoco LP common units; |
||a non-controlling membership interest in PES comprising 33% of PES outstanding common units; and |
||6,506,404 Sunoco LP common units. |
Sunoco Retail was formed in December 2015 as an
indirect wholly owned subsidiary of ETP. On March 31, 2016, 100% of the equity interests in Sunoco Retail were contributed to ETP Retail. Immediately prior to this contribution, Sunoco Retails assets included (i) the retail assets and the
ethanol plant located in Fulton, NY formerly owned by Sunoco R&M, (ii) the retail assets formerly owned by Atlantic Refining; and (iii) 100% of the membership interests in Sunmarks LLC.
On March 31, 2016, effective January 1, 2016, ETP Retail contributed to Sunoco LP the remaining 68.42% membership interest in Sunoco LLC and
100% of the membership interest in Sunoco Retail. Prior to this transaction, ETP Retail, through its interest in Sunoco LLC, was primarily engaged in the wholesale distribution of motor fuels to Sunoco R&M and third parties in the
United States. Sunoco R&M operated convenience stores and retail fuel outlets under the proprietary Sunoco brand, primarily in the east coast and southeast regions of the United States. Through its membership interest in Sunoco LLC, ETP
Retail also distributed motor fuel to Sunoco-branded retail fuel outlets operated by third parties under long-term contracts. Through its membership interest in Sunoco LLC, ETP Retail also supplied other commercial customers on a spot or
short-term contract basis.
In October 2014, Sunoco LP acquired MACS from ETP Retail in a transaction valued at approximately $768 million (the MACS
Transaction). The MACS Transaction included company-operated retail convenience stores and dealer-operated and consignment sites from MACS, which had originally been acquired by ETP in October 2013. The consideration paid by Sunoco LP
consisted of 3,983,540 Sunoco LP common units and $556 million in cash.
In April 2015, Sunoco LP acquired a 31.58% equity interest and a
50.1% voting interest in Sunoco LLC from ETP Retail for $816 million. Sunoco LP paid $775 million in cash and issued $41 million of Sunoco LP common units to ETP Retail, based on the five-day volume weighted average price of Sunoco LPs common
units as of March 20, 2015. As a result of the transaction, ETP Retail no longer has a controlling interest in Sunoco LLC; therefore, all of the Sunoco LLC operations were deconsolidated as of April 1, 2015. In March 2016, ETP Retail contributed its
remaining interest in Sunoco LLC to Sunoco LP.