8-KMaterial AgreementsExhibits & Filings

Energy Transfer LP 8-K Report, Material Agreement (Apr 28, 2014)

Filed April 28, 2014For Securities:ETET-PI

Summary

This 8-K filing from Energy Transfer LP (ET) on April 28, 2014, announces a significant development: Energy Transfer Partners, L.P. (ETP), a subsidiary of Energy Transfer Equity (ETE), has entered into a Merger Agreement to acquire Susser Holdings Corporation (Susser). The transaction is structured as a merger where Susser will become a wholly-owned subsidiary of ETP. This move represents a strategic expansion for Energy Transfer in the midstream and retail fuel sector. Investors should note the consideration offered to Susser shareholders, which includes a combination of cash and ETP common units, with election options for shareholders to receive either all cash or all ETP units, subject to proration. The filing also details the treatment of Susser's stock options and restricted stock units. A key financial aspect for ETP and ETE is the agreement for ETP GP to amend its partnership agreement to relinquish $350 million in incentive distribution rights (IDRs) payable to ETE over the first forty fiscal quarters post-merger, effectively providing a financial benefit to ETP. The transaction is subject to customary closing conditions, including shareholder approval from Susser and regulatory approvals. A Support Agreement has also been executed with significant Susser shareholders, ensuring their votes in favor of the merger. This acquisition signals Energy Transfer's intent to grow its asset base and market presence through strategic M&A.

Key Highlights

  • 1Energy Transfer Partners (ETP) to acquire Susser Holdings Corporation (Susser) in a merger transaction.
  • 2Susser shareholders to receive a mix of cash ($40.125) and ETP common units (0.7253) per share, with options for all-cash or all-unit consideration, subject to proration.
  • 3The transaction involves the assumption and conversion of Susser's stock options, restricted stock units, and ESPP into cash or ETP units.
  • 4ETP GP will amend its partnership agreement to relinquish $350 million in incentive distribution rights (IDRs) payable to ETE over the first 40 fiscal quarters post-merger.
  • 5The merger agreement includes customary provisions for termination fees and non-solicitation of competing offers by Susser.
  • 6Key Susser shareholders, representing approximately 11% of outstanding shares, have entered into a Support Agreement to vote in favor of the merger.
  • 7Completion of the merger is contingent upon Susser shareholder approval, regulatory approvals, and other customary closing conditions.

Frequently Asked Questions

This 8-K filing announces the execution of a definitive Merger Agreement between Energy Transfer Partners, L.P. (ETP) and Susser Holdings Corporation (Susser), detailing the terms of ETP's acquisition of Susser.

Susser shareholders will receive a combination of $40.125 in cash and 0.7253 ETP common units per share. They also have the option to elect to receive solely $80.25 in cash or solely 1.4506 ETP common units per share, subject to proration to maintain the overall cash/unit mix.

The IDR Subsidy refers to ETP GP's agreement to amend the ETP partnership agreement to relinquish $350 million in aggregate incentive distribution rights (IDRs) that would have otherwise been paid to ETE (the indirect parent) over the first 40 fiscal quarters following the merger's completion. This is significant as it effectively provides a financial benefit to ETP by reducing the distribution to its parent, thereby potentially enhancing distributions for ETP's common unitholders.

Yes, a Support Agreement has been signed by major Susser shareholders (Sam L. Susser and a related trust), representing approximately 11% of Susser's outstanding shares. These shareholders have agreed to vote in favor of the merger and have committed to other actions to facilitate the transaction.