HOUSTON and DALLAS, March 23,
2015 /PRNewswire/ -- Sunoco LP (NYSE: SUN) and Energy
Transfer Partners, L.P. (NYSE: ETP) announced today the second
dropdown of a portion of ETP's retail business to SUN.
SUN has agreed to acquire from ETP Retail Holdings, an affiliate
of ETP, a 31.58 percent equity interest in Sunoco, LLC, which
distributes approximately 5.3 billion gallons per year of motor
fuel to customers in the east, midwest and southeast regions of the
U.S. The transaction is valued at approximately $816 million. SUN will pay $775 million in cash and issue $40.8 million of SUN common units to ETP Retail
Holdings, based on the five-day volume-weighted average price of
SUN's common units as of March 20,
2015. SUN expects to fund the acquisition using proceeds from
the private offering of senior notes that was also announced in a
separate news release today.
Sunoco, LLC distributes motor fuels across more than 26 states
in the east, midwest and southeast regions of the United States to:
- Sunoco Inc. (owned by ETP) for resale at 440 company-operated
Sunoco and APlus branded convenience stores and other retail fuel
outlets.
- 882 Sunoco-branded dealer locations under long-term fuel supply
agreements.
- Other fuel distributors of Sunoco-branded fuel that supply an
additional 3,640 third-party retail fuel outlets.
- Approximately 400 other commercial customers under spot or
short-term contracts.
Management expects that substantially all of the income from
SUN's interest in Sunoco, LLC will be qualifying income.
The transaction is expected to close in April, subject to
customary closing conditions and completion of financing
arrangements. It is expected to be immediately accretive to
distributable cash flow of both SUN and ETP for 2015 and
beyond.
"This transaction gives us new exposure to customers in 26
states from Maine to Florida to Louisiana, where the Sunoco fuel brand is very
strong, complementing our current base of wholesale customers in
the Southwest and Hawaii," said
Robert W. Owens, President and Chief
Executive Officer of Sunoco LP. "We will also enhance our sales
channel portfolio with additional jobbers -- who supply fuel to
independent retailers -- in our mix of customers," he said.
For additional information on the transaction and pro forma
financial information, please refer to filings made by SUN and ETP
today on Form 8-K with the U.S. Securities and Exchange
Commission.
Sunoco LP (NYSE: SUN) is a master limited partnership
(MLP) that primarily distributes motor fuel to convenience stores,
independent dealers, commercial customers and distributors. SUN
also operates more than 150 convenience stores and retail fuel
sites. SUN's general partner is a wholly owned subsidiary of
ETP. While primarily engaged in natural gas, natural gas liquids,
crude oil and refined products transportation, ETP also operates a
retail business with a network of more than 5,500 company or
independently operated retail fuel outlets and convenience stores
through its wholly owned subsidiaries, Sunoco, Inc. and Stripes
LLC. For more information, visit the Sunoco LP website at
www.SunocoLP.com.
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 35,500 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 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 owns 100% of Sunoco, Inc. and 100% of
Susser Holdings Corporation. Additionally, ETP owns the general
partner, 100% of the incentive distribution rights and
approximately 43% of the limited partner interests in Sunoco LP
(NYSE: SUN) (formerly Susser Petroleum Partners LP), a wholesale
fuel distributor and convenience store operator. ETP's general
partner is owned by ETE. For more information, visit the Energy
Transfer Partners, L.P. web site at www.energytransfer.com.
Forward-Looking Statements
This news release contains "forward-looking statements" which
may describe Sunoco LP's ("SUN") 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 proposed transactions between ETP and SUN, the expected
timing of those transactions and the future financial and/or
operating impact of those transactions, 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: execution, integration,
environmental and other risks related to acquisitions (including
the Sunoco, LLC drop-down, and future drop-downs) and our overall
acquisition strategy; competitive pressures from convenience
stores, gasoline stations, other non-traditional retailers and
other wholesale fuel distributors located in SUN's and Sunoco,
LLC's markets; dangers inherent in storing and transporting motor
fuel; SUN's or Sunoco, LLC's ability to renew or renegotiate
long-term distribution contracts with customers; changes in the
price of and demand for motor fuel; changing consumer preferences
for alternative fuel sources or improvement in fuel efficiency;
competition in the wholesale motor fuel distribution industry;
seasonal trends; severe or unfavorable weather conditions;
increased costs; environmental laws and regulations; dangers
inherent in the storage of motor fuel; reliance on suppliers to
provide trade credit terms to adequately fund ongoing operations;
acts of war and terrorism; dependence on information technology
systems; SUN's and ETP's ability to consummate any proposed
transactions, or to satisfy the conditions precedent to the
consummation of such transactions; successful development and
execution of integration plans; ability to realize anticipated
synergies or cost-savings and the potential impact of the
transactions 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 SUN's and ETP's most recently filed annual
reports on Form 10-K. 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.
Contacts
Sunoco
LP
|
Energy Transfer
Partners, L.P.
|
|
|
Scott
Grischow
|
Brent Ratliff, Vice
President, Investor Relations
|
Director – Investor
Relations and Treasury
|
(214)
981-0700
|
(361) 884-2463,
scott.grischow@susser.com
|
brent.ratliff@energytransfer.com
|
|
|
Dennard-Lascar
Associates
|
Granado
Communications
|
Anne
Pearson
|
Vicki
Granado
|
(210) 408-6321,
apearson@dennardlascar.com
|
(214) 599-8785,
vicki@granadopr.com
|
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SOURCE Sunoco LP; Energy Transfer Partners, L.P.