CORPUS CHRISTI, Texas & DALLAS--(BUSINESS WIRE)--Aug. 26, 2014--
Susser Holdings Corporation (NYSE: SUSS) and Energy Transfer Partners,
L.P. (NYSE: ETP) today announced the preliminary results of the
elections made by Susser common stockholders regarding their preference
as to the form of merger consideration to be received in Energy Transfer
Partners’ pending acquisition of Susser.
As previously announced on April 28, 2014, Susser Holdings Corporation
entered into an Agreement and Plan of Merger with Energy Transfer
Partners, L.P. and certain other parties thereto. Pursuant to the merger
agreement, Susser stockholders were entitled to elect to receive, (i) a
combination of $40.125 in cash and 0.7253 of an ETP common unit (the
“standard mix of consideration”), (ii) $80.25 in cash (a “cash
election”) or (iii) 1.4506 ETP common units (a “unit election”), for
each share of Susser common stock they own immediately prior to the
merger. The deadline for making this election was 5:00 p.m. Eastern Time
on August 25, 2014 (the “Election Deadline”).
Based on available information as of the Election Deadline, the
preliminary merger consideration election results are as follows:
-
Holders of approximately 7% of the outstanding shares of Susser common
stock, or 1,489,061 shares of common stock, elected the standard mix
of consideration;
-
Holders of approximately 1% of the outstanding shares of Susser common
stock, or 264,840 shares of common stock, made a cash election; and
-
Holders of approximately 85% of the outstanding shares of Susser
common stock, or 18,576,197 shares of common stock, made a unit
election.
Holders of approximately 7% of the outstanding shares of Susser common
stock, or 1,464,477 shares of common stock, failed to make a valid
election prior to the Election Deadline and therefore are deemed to have
elected the standard mix of consideration.
Because the unit election was oversubscribed, the consideration to be
received by the holders who made the unit election will be prorated
pursuant to the terms set forth in the merger agreement and as further
described in the proxy statement/prospectus of Susser and ETP, dated
July 30, 2014. Based on the number of shares of Susser common stock
outstanding as of August 22, 2014 and the proration process set forth in
the merger agreement, approximately 50% of the shares of Susser common
stock for which a unit election was made will be converted into the
right to receive cash, and approximately 50% of the shares of Susser
common stock for which a unit election was made will be converted into
the right to receive Energy Transfer Partners common units. The final
proration numbers may vary significantly based upon the number of shares
for which an election was made pursuant to the guaranteed delivery
procedures to the extent such shares are not timely delivered following
the Election Deadline.
Susser Holdings Corporation (NYSE: SUSS) is a third-generation
family led business based in Corpus Christi, Texas, that operates more
than 640 convenience stores in Texas, New Mexico and Oklahoma, with 595
under the Stripes® banner and 47 under the Sac-N-Pac banner. Restaurant
service is available in more than 410 of its stores, primarily under the
proprietary Laredo Taco Company® brand. Susser Holdings also is majority
owner and owns the general partner of Susser Petroleum Partners LP. For
more information, visit the Susser Holdings Corporation website at www.susser.com.
Susser Petroleum Partners LP (NYSE: SUSP) distributes
approximately 1.7 billion gallons of motor fuel annually to Stripes®
stores, independently operated consignment locations, convenience stores
and retail fuel outlets operated by independent operators and other
commercial customers in Texas, New Mexico, Oklahoma and Louisiana.
Energy Transfer Partners, L.P. (NYSE: ETP) is a master
limited partnership owning and operating one of the largest and most
diversified portfolios of energy assets in the United States. ETP
currently owns and operates approximately 35,000 miles of natural gas
and natural gas liquids pipelines. ETP owns 100% of Panhandle Eastern
Pipe Line Company, LP (the successor of Southern Union Company) and
Sunoco, Inc., and a 70% interest in Lone Star NGL LLC, a joint venture
that owns and operates natural gas liquids storage, fractionation and
transportation assets. ETP also owns the general partner, 100% of the
incentive distribution rights, and approximately 67.1 million common
units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a
geographically diverse portfolio of crude oil and refined products
pipelines, terminalling and crude oil acquisition and marketing assets.
ETP’s general partner is owned by ETE. For more information, visit the
Energy Transfer Partners, L.P. web site at www.energytransfer.com.
Additional Information about the Proposed Transaction and Where to
Find It
This communication contains information about a proposed merger between
Susser and ETP. In connection with the proposed merger, ETP has filed
with the SEC, and the SEC declared effective on July 30, 2014, a
registration statement on Form S-4, which includes Susser’s proxy
statement as part of the proxy statement/prospectus, that provides
details of the proposed merger and the attendant benefits and risks.
This communication is not a substitute for the proxy
statement/prospectus or any other document that Susser or ETP may file
with the SEC or send to stockholders in connection with the proposed
merger. Investors and security holders are urged to read the proxy
statement/prospectus and all other relevant documents filed with the SEC
or sent to stockholders as they become available because they will
contain important information about the proposed merger. Investors and
stockholders will be able to obtain these materials and other documents
filed with the SEC free of charge at the SEC’s website, www.sec.gov.
In addition, copies of the registration statement including the proxy
statement/prospectus may be obtained free of charge by accessing ETP’s
website at www.energytransfer.com
by clicking on the “Investor Relations” link, or upon written request to
Energy Transfer Partners, L.P., 3738 Oak Lawn Ave., Dallas, TX 75219,
Attention: Investor Relations, or from Susser by accessing Susser’s
website at www.susser.com or
upon written request to Susser Holdings Corporation, 4525 Ayers St.,
Corpus Christi, TX, 78415, Attention: Investor Relations. Stockholders
may also read and copy any reports, statements and other information
filed by ETP or Susser with the SEC, at the SEC public reference room at
100 F Street, N.E., Washington D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information on its
public reference room.
This communication does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, or a solicitation of
any vote or approval.
Forward-Looking Statements
This news release contains “forward-looking statements” which may
describe Susser’s objectives, expected results of operations, targets,
plans, strategies, costs, anticipated capital expenditures, potential
acquisitions, new store openings and/or new dealer locations,
management’s expectations, beliefs or goals regarding the proposed
transaction between Energy Transfer Partners, L.P. (ETP) and Susser, the
expected timing of that transaction and the future financial and/or
operating impact of that transaction-including the anticipated
integration process and any related benefits, opportunities or
synergies. These statements are based on current plans, expectations and
projections and involve a number of risks and uncertainties that could
cause actual results and events to vary materially, including but not
limited to: competitive pressures from convenience stores, gasoline
stations, other non-traditional retailers located in our markets and
other wholesale fuel distributors; dangers inherent in storing and
transporting motor fuel; pending or future consumer or other litigation
or adverse publicity concerning food quality, food safety or other
health concerns related to our restaurant facilities; inability to build
or acquire and successfully integrate new stores; volatility in crude
oil and wholesale petroleum costs; increasing consumer preferences for
alternative motor fuels, or improvements in fuel efficiency; general
economic, financial and political conditions; our dependence on our
subsidiaries for cash flow generation, including SUSP, and our exposure
to the business risks of SUSP by virtue of our controlling ownership
interest; operational limitations imposed by our contractual
arrangements with SUSP; our ability to comply with federal and state
regulations including those related to alcohol, tobacco and
environmental matters; wholesale cost increases of tobacco products or
future legislation or campaigns to discourage smoking; costs associated
with employee healthcare requirements; compliance with, or changes in,
tax laws-including those impacting the tax treatment of SUSP; dependence
on two principal suppliers for merchandise; dependence on suppliers for
credit terms; seasonality; dependence on senior management and the
ability to attract qualified employees; acts of war and terrorism;
dependence on our information technology systems; severe weather; severe
or unfavorable weather conditions; cross-border risks associated with
the concentration of our stores in markets bordering Mexico; impairment
of goodwill or indefinite lived assets; Susser and ETP’s ability to
consummate the proposed transaction; the ability to obtain requisite
regulatory or stockholder approvals or to satisfy other conditions
precedent to the consummation of the transaction; successful development
and execution of integration plans; ability to realize anticipated
synergies or cost-savings and the potential impact of the transaction on
employee, supplier, customer and competitor relationships; and other
unforeseen factors.
For a full discussion of these and other risks and uncertainties, refer
to the “Risk Factors” section of the Company’s most recently filed
annual report on Form 10-K and subsequent quarterly filings. These
forward-looking statements are based on and include our estimates as of
the date hereof. Subsequent events and market developments could cause
our estimates to change. While we may elect to update these
forward-looking statements at some point in the future, we specifically
disclaim any obligation to do so, even if new information becomes
available, except as may be required by applicable law.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20140826005272/en/
Source: Energy Transfer Partners, L.P.
Susser Holdings Corporation
Susser Petroleum Partners LP
Mary
Sullivan, 361-884-2463
Chief Financial Officer
msullivan@susser.com
or
Dennard-Lascar
Associates
Anne Pearson, 210-408-6321
apearson@dennardlascar.com
or
Energy
Transfer Partners, L.P.
Brent Ratliff, 214-981-0700
Vice
President, Investor Relations
brent.ratliff@energytransfer.com
or
Granado
Communications
Vicki Granado, 214-599-8785
vicki@granadopr.com