Energy Transfer Partners LP (NYSE: ETP) seemed to top off its retail holdings April 28 with the announced purchase of Susser Holdings Corp.’s (NYSE: SUSS) gas stations for $1.8 billion.

The deal actually kicks off a strategy to separate ETP from retail to create a standalone business.

The merger would increase ETP’s retail store count by about 13%. ETP’s subsidiary Sunoco Inc. owns a network of more than 5,000 retail stores, primarily on the East Coast.

ETP’s plans to drop down all of the combined retail businesses into Susser Petroleum Partners LP (NYSE: SUSP). By acquiring Susser Holdings, ETP will own the general partner interest and the incentive distribution rights in SUSP.

Jamie Welch, group CFO and head of business development for Energy Transfer Equity LP (NYSE: ETE) said in an April 28 conference call that the ultimate goal is for Energy Transfer Partners “complete separation of the retail business from ETP.” ETE owns Energy Transfer’s general partner.

Based in Corpus Christi, Texas, Susser Holdings currently operates 630 retail convenience stores in Texas and surrounding states. The stores sell either nationally or regionally branded gasoline or gasoline under the “Stripes” brand. It sold 1.6 billion gallons of motor fuel in Texas in 2013, making it one of the largest non-refiner suppliers of motor fuel in the state.

ETP, a master limited partnership (MLP) based in Dallas, plans to combine the retail operations of Susser with those it acquired from in the 2012 acquisition of Sunoco.

false

Bob Owens, Sunoco CEO and president, said in an April 28 press release that the combination of Susser and the Sunoco retail business creates a platform “to build a best in class and unique business that is well diversified by both geography and product lines.”

The addition of Susser’s stores broadens Sunoco's geographic footprint by giving it an exceptional base in Texas and the surrounding states. The pro-forma business will have fuel and retail capabilities that the company expects to generate sustained earnings growth over time.

Overall, synergy opportunities are expected to exceed $70 million annually from fuel ($35 million), merchandising and improved “buying power” reflecting economies of scale. Those commercial and operational synergies are expected to be realized within six to 12 months post-closing. Additional savings are likely as systems and processes from both businesses are consolidated.

ETP will take over about 11 million SUSP common units, representing an estimated 50.2% of SUSP’s outstanding units. SUSS’ existing retail operations, consisting of 630 convenience store locations, will also be owned by ETP.

SUSP will remain a separate, publicly-traded MLP.

The retail business strategy will be conducted through a series of steps. After closing the acquisition by the third quarter of 2014, ETP will first contribute its retail assets to SUSP in exchange for SUSP units and cash.

The drop downs will be conducted in a synchronized series. Any drop downs would require approvals of the board of directors of SUSP and ETP.

“This structure enables ETP to drop down its more than 5,000 Sunoco gasoline retail stores to SUSP in a series of transactions,” Baird Energy said in an April 28 report.

The shareholders of Susser Holdings will have the option to elect to receive either $80.25 in cash or 1.4506 ETP common units, or a combination of both, for each share held. The shareholder election is subject to proration to ensure that aggregate cash paid and common units issued will each represent 50% of the aggregate merger consideration.

The merger has been unanimously approved by the boards of ETP and Susser Holdings.

Barclays and Credit Suisse advised ETP. Morgan Stanley & Co. LLC delivered a fairness opinion to its board. Vinson & Elkins was legal counsel and Bingham McCutchen was tax counsel to ETP. BofA Merrill Lynch advised Susser and Gibson, Dunn & Crutcher LLP was its legal counsel.

Energy Transfer Partners owns and operates about 35,000 miles of natural gas and NGL pipelines.

Comments