BUSINESS OF ETP RETAIL HOLDINGS, LLC
Introduction
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:
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99% membership interest in ETC M-A Acquisition, which currently owns 3,983,540 Sunoco LP common units; |
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a non-controlling membership interest in PES comprising 33% of PES’ outstanding common units; and |
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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 Retail’s 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
Asset Overview
Subsequent to ETP Retail’s contribution of its 68.42% membership interest in Sunoco LLC to Sunoco in March 2016, ETP Retail’s only
assets consist of its investments in Sunoco LP and PES. The assets and operations of Sunoco are described elsewhere in this prospectus.
ETP Retail’s investment in PES consists of a non-controlling membership interest comprising 33% of PES’ outstanding common units.
PES is a joint venture with The Carlyle Group L.P., which owns two crude oil refining facilities in Philadelphia, Pennsylvania and an adjacent crude oil rail unloading terminal.
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