Susser & ETP Merger Is a Done Deal

DALLAS -- Four months and one day after making headlines with a proposed merger, Energy Transfer Partners LP (ETP) and Susser Holdings Corp. have dotted all the Is and crossed all the Ts.

As of Aug. 29, Corpus Christi-based Susser is now officially a subsidiary of Dallas-based ETP.

The two Texas companies first announced the deal on April 28. Susser stockholders overwhelming approved the merger at a special meeting Thursday. Approximately 99 percent of the shares voted were cast in favor of adopting the merger agreement, which represented approximately 77 percent of Susser's total outstanding shares of common stock as of the July 22 record date for the special meeting, as CSNews Online previously reported.

Effective with the opening of the market Friday, Susser ceased to be a publicly traded company and its common stock discontinued trading on the New York Stock Exchange.

Barclays and Credit Suisse acted as financial advisors and Morgan Stanley & Co. LLC delivered a fairness opinion to the board of ETP. Vinson & Elkins acted as legal counsel to ETP, while Bingham McCutchen acted as tax counsel to ETP. Bank of America Merrill Lynch acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal counsel to Susser.

By acquiring Susser for $1.8 billion, ETP now owns the general partner interest and the incentive distribution rights in Susser Petroleum Partners LP, approximately 11 million Susser Petroleum common units (representing approximately 50.2 percent of outstanding units) and Susser's retail operations consisting of 630 Stripes and Sac-N-Pac convenience stores.

ETP is a master limited partnership and parent company to Sunoco Inc. and Mid-Atlantic Convenience Stores. Plans call for ETP to "drop down" all of its retail assets to Susser Petroleum, which will continue to operate as a publicly traded master limited partnership. As a result, the retail business will operate separately from ETP.