SUN Sunoco LP

Delaware

30-0740483

(State or other jurisdiction of 
incorporation or organization)

(IRS Employer 
Identification No.)

555 East Airtex Drive

Houston, Texas 77073

(Address of principal executive offices, including zip codes)

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Number

Exhibit Description

99.1

News Release of Sunoco LP, dated November 4, 2015

SUNOCO LP

By

Sunoco GP LLC, its general partner

Date:  November 4, 2015

By:

/s/ Leta McKinley

Leta McKinley

Vice President, Controller and Principal Accounting Officer

Exhibit Number

Exhibit Description

99.1

News Release of Sunoco LP, dated November 4, 2015

•

Strong overall quarter with pro forma adjusted EBITDA attributable to partners of $148.7 million

•

Distribution increased 7.5 percent versus 2Q 2015 and an approximate 37 percent increase versus the prior year period

•

Acquisition of Susser Holdings Corporation in 3Q contributed to strong earnings and increased SUN’s exposure to high-growth retail markets

•

Distributable cash flow coverage ratio of 2.0x for 3Q

·

On July 31 SUN completed the acquisition of Susser Holdings Corporation from affiliates of ETP in a transaction valued at approximately $1.93 billion.  SUN paid approximately $967 million in cash and issued to ETP’s subsidiaries approximately 21.98 million Class B SUN Units valued at $967 million.  These units were converted to common units on August 19, 2015. The Susser acquisition was accounted for as a transaction between entities under common control, which requires SUN to retrospectively adjust its financial statements to include the balances and operations of Susser from September 1, 2014, the date of common control.  

·

In August, SUN completed the acquisition of 27 Aziz Quick Stop convenience stores in South Texas and is in the process of rebranding most of the stores to the Stripes convenience store brand.  The Partnership also expects to complete the previously announced acquisition of a wholesale motor fuel distribution business serving the Northeastern United States for $57 million, plus inventory value, in the fourth quarter.  This acquisition is expected

to be immediately accretive to SUN with respect to distributable cash flow and will be funded using amounts available under SUN's revolving credit facility.

·

On July 20, in connection with the Susser acquisition, SUN issued $600 million of 5.5 percent senior notes due 2020 through an upsized private offering that raised net proceeds of $592.5 million. The Partnership also issued 5.5 million new common units in a public offering at a price of $40.10 per unit. The offering was completed on July 21 and raised net proceeds of $212.9 million.

·

As of September 30, SUN had outstanding borrowings under its $1.5 billion revolving credit facility of $875.0 million (and $11.8 million in standby letters of credit) and its credit ratio, as defined by the credit agreement, was 4.4 times.  

December 31, 2014

September 30, 2015

Asset

Current assets:

Cash and cash equivalents

$

125,426

$

47,773

Advances to affiliates

396,376

242,639

Accounts receivable, net

257,065

317,840

Receivables from affiliates (MACS: $3,484 at December 31, 2014

   and $5,549 at September 30, 2015)

4,941

25,222

Inventories, net

440,294

350,613

Other current assets

72,557

65,782

Total current assets

1,296,659

1,049,869

Property and equipment, net (MACS: $45,340 at December 31, 2014

   and $44,161 at September 30, 2015)

2,081,126

2,298,004

Other assets:

Goodwill

1,854,436

1,799,044

Intangible assets, net

893,455

980,591

Other noncurrent assets (MACS: $3,665 at December 31, 2014 and September 30, 2015)

35,568

52,085

Total assets

$

6,161,244

$

6,179,593

Liabilities and equity

Current liabilities:

Accounts payable (MACS: $6 at December 31, 2014 and September 30, 2015)

$

383,496

$

439,158

Accounts payable to affiliates

56,969

35,449

Accrued expenses and other current liabilities (MACS: $484 at December 31, 2014

   and September 30, 2015)

291,047

253,777

Current maturities of long-term debt (MACS: $8,422 at December 31, 2014

   and $8,393 at September 30, 2015)

13,772

13,762

Total current liabilities

745,284

742,146

Revolving line of credit

683,378

875,000

Long-term debt (MACS: $48,029 at December 31, 2014 and $46,400 at September 30, 2015)

408,826

1,568,447

Deferred income tax liability

391,332

419,303

Other noncurrent liabilities (MACS: $1,190 at December 31, 2014 and September 30, 2015)

89,268

95,552

Total liabilities

2,318,088

3,700,448

Commitments and contingencies (Note 13)

Partners' capital:

Limited partner interest:

Common unitholders - public (20,036,329 units issued and outstanding at

   December 31, 2014 and 25,536,329 at September 30, 2015)

874,688

1,092,954

Common unitholders - affiliated (4,062,848 units issued and outstanding at

   December 31, 2014 and 26,837,310 at September 30, 2015)

27,459

1,267,056

Subordinated unitholders - affiliated (10,939,436 units issued and outstanding at

   December 31, 2014 and September 30, 2015)

—

74,991

Class A unitholders - held by subsidiary (no units issued or outstanding at

   December 31, 2014 and 11,018,744 at September 30, 2015)

—

—

Total partners' capital

902,147

2,435,001

Predecessor equity

2,946,653

—

Noncontrolling interest

(5,644

)

44,144

Total equity

3,843,156

2,479,145

Total liabilities and equity

$

6,161,244

$

6,179,593

July 1, 2014 through August 31, 2014

September 1, 2014 through September 30, 2014

Three Months Ended September 30, 2015

Predecessor

Successor

Revenues

Retail motor fuel sales

$

—

$

350,689

$

854,140

Wholesale motor fuel sales to third parties

323,281

1,021,267

2,664,186

Wholesale motor fuel sales to affiliates

571,755

271,726

500,362

Merchandise sales

—

115,070

429,891

Rental income

3,424

2,531

18,411

Other

1,117

9,300

20,327

Total revenues

899,577

1,770,583

4,487,317

Cost of sales

Retail motor fuel cost of sales

—

326,538

740,632

Wholesale motor fuel cost of sales

882,666

1,300,425

3,076,942

Merchandise cost of sales

—

78,091

287,364

Other

553

426

1,232

Total cost of sales

883,219

1,705,480

4,106,170

Gross profit

16,358

65,103

381,147

Operating expenses

General and administrative

6,833

10,844

42,752

Other operating

1,169

55,025

183,623

Rent

196

5,048

23,586

Loss (gain) on disposal of assets

(3

)

(34

)

696

Depreciation, amortization and accretion

3,798

13,309

45,601

Total operating expenses

11,993

84,192

296,258

Income from operations

4,365

(19,089

)

84,889

Interest expense, net

(1,491

)

(3,371

)

(28,517

)

Income before income taxes

2,874

(22,460

)

56,372

Income tax expense

(91

)

(980

)

(28,972

)

Net income (loss) and comprehensive income (loss)

2,783

(23,440

)

27,400

Less: Net loss and comprehensive loss attributable to noncontrolling interest

—

—

(12,142

)

Less: Preacquisition income allocated to general partner

—

(21,684

)

11,998

Net income (loss) and comprehensive income (loss) attributable to partners

$

2,783

$

(1,756

)

$

27,544

Net income (loss) per limited partner unit:

Common (basic and diluted)

$

0.13

$

(0.09

)

$

0.30

Subordinated (basic and diluted)

$

0.13

$

(0.09

)

$

0.53

Weighted average limited partner units outstanding:

Common units - public

10,957,974

10,974,491

24,340,677

Common units - affiliated

79,308

79,308

19,431,349

Subordinated units - affiliated

10,939,436

10,939,436

10,939,436

Cash distribution per unit

$

—

$

0.5457

$

0.7454

January 1, 2014 through August 31, 2014

September 1, 2014 through September 30, 2014

Nine Months Ended September 30, 2015

Predecessor

Successor

Revenues

Retail motor fuel sales

$

—

$

350,689

$

2,538,495

Wholesale motor fuel sales to third parties

1,275,422

1,021,267

8,021,741

Wholesale motor fuel sales to affiliates

2,200,394

271,726

1,391,145

Merchandise sales

—

115,070

1,195,306

Rental income

11,690

2,531

54,202

Other

4,683

9,300

59,834

Total revenues

3,492,189

1,770,583

13,260,723

Cost of sales

Retail motor fuel cost of sales

—

326,538

2,281,887

Wholesale motor fuel cost of sales

3,429,169

1,300,425

9,048,913

Merchandise cost of sales

—

78,091

801,231

Other

2,339

426

3,744

Total cost of sales

3,431,508

1,705,480

12,135,775

Gross profit

60,681

65,103

1,124,948

Operating expenses

General and administrative

17,075

10,844

131,175

Other operating

4,964

55,025

504,813

Rent

729

5,048

70,097

Loss (gain) on disposal of assets

(39

)

(34

)

1,531

Depreciation, amortization and accretion

10,457

13,309

144,128

Total operating expenses

33,186

84,192

851,744

Income from operations

27,495

(19,089

)

273,204

Interest expense, net

(4,767

)

(3,371

)

(57,692

)

Income before income taxes

22,728

(22,460

)

215,512

Income tax expense

(218

)

(980

)

(43,657

)

Net income (loss) and comprehensive income (loss)

22,510

(23,440

)

171,855

Less: Net income and comprehensive income attributable to noncontrolling interest

—

—

49,788

Less: Preacquisition income (loss) allocated to general partner

—

(21,684

)

64,789

Net income (loss) and comprehensive income (loss) attributable to partners

$

22,510

$

(1,756

)

$

57,278

Net income (loss) per limited partner unit:

Common (basic and diluted)

$

1.02

$

(0.09

)

$

0.97

Subordinated (basic and diluted)

$

1.02

$

(0.09

)

$

1.22

Weighted average limited partner units outstanding:

Common units - public

10,944,309

10,974,491

21,486,878

Common units - affiliated

79,308

79,308

9,507,137

Subordinated units - affiliated

10,939,436

10,939,436

10,939,436

Cash distribution per unit

$

1.0218

$

0.5457

$

2.0838

Three Months ended September 30,

2014

2015

Wholesale (2)

Retail (2)

Total (1)

Wholesale

Retail

Total

(Combined)

Revenues

Retail motor fuel sales

$

—

$

350,689

$

350,689

$

—

$

854,140

$

854,140

Wholesale motor fuel sales to third parties

1,344,548

—

1,344,548

2,664,186

—

2,664,186

Wholesale motor fuel sales to affiliates

843,481

—

843,481

500,362

—

500,362

Merchandise sales

—

115,070

115,070

—

429,891

429,891

Rental income

5,710

245

5,955

11,332

7,079

18,411

Other income

5,025

5,392

10,417

12,054

8,273

20,327

Total revenue

2,198,764

471,396

2,670,160

3,187,934

1,299,383

4,487,317

Gross profit

Retail motor fuel

—

24,151

24,151

—

113,508

113,508

Wholesale motor fuel

4,938

—

4,938

87,606

—

87,606

Merchandise

—

36,979

36,979

—

142,527

142,527

Rental and other

9,757

5,636

15,393

27,787

9,719

37,506

Total gross profit

$

14,695

$

66,766

$

81,461

$

115,393

$

265,754

$

381,147

Net income and comprehensive income attributable to partners (6)

$

4,030

$

(3,003

)

$

1,027

$

21,398

$

6,146

$

27,544

Adjusted EBITDA attributable to partners (6) (7)

$

24,542

$

17,023

$

41,565

$

76,397

$

95,271

$

171,668

Distributable cash flow attributable to partners, as adjusted (6) (7)

$

12,242

$

112,378

Operating Data

Total motor fuel gallons sold:

Retail

107,352

107,352

353,641

353,641

Wholesale  (3)

534,502

534,502

1,308,781

1,308,781

Wholesale contract affiliated (4)

290,912

290,912

286,215

286,215

Motor fuel gross profit (cents per gallon) (5):

Retail

23.3¢

34.1¢

Wholesale (3)

6.7¢

12.5¢

Wholesale contract affiliated (4)

3.3¢

4.0¢

Volume-weighted average for all gallons

7.6¢

15.2¢

Retail merchandise margin

32.1

%

33.2

%

(1)

Reflects combined results of the Predecessor period from July 1, 2014 through August 31, 2014, and the Successor period from September 1, 2014 to September 30, 2014. The impact from “push down” accounting related to the ETP Merger resulted in a $0.2 million increase in depreciation, amortization and accretion expense.

(2)

Reflects MACS and Sunoco LLC wholesale operations and MACS and Susser retail operations, beginning September 1, 2014.

(3)

Reflects all wholesale transactions excluding those pursuant to the Susser and Sunoco, Inc. Distribution Contracts.

(4)

Reflects transactions pursuant to the Susser Distribution Contract for July 1, 2014 through August 31, 2014 and the Sunoco, Inc. Distribution Contract at set margins as dictated by the agreements.

(5)

Excludes impact of inventory fair value adjustments consistent with our definition of Adjusted EBITDA.

(6)

Excludes the noncontrolling interest results of operations related to our consolidated variable interest entities (“VIE”s and Sunoco LLC.

(7)

We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments. We define distributable cash flow as Adjusted EBITDA less cash interest expense including the accrual of interest expense related to our 2020 and 2023 Senior Notes which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures, and other non-cash adjustments. Further adjustments are made to distributable cash flow for certain transaction-related and non-recurring expenses that are included in net income are excluded.

•

Adjusted EBITDA is used as a performance measure under our revolving credit facility;

•

securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;

•

they are used by our management for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and

•

distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

•

they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, working capital;

•

they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

•

because not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies.

Three Months ended September 30,

2014

2015

Wholesale (2)

Retail (2)

Total (1)

Wholesale

Retail

Total

(Combined)

Net income and comprehensive income

$

(25,524

)

$

4,867

$

(20,657

)

$

12,847

$

14,553

$

27,400

   Depreciation, amortization and accretion

9,056

8,051

17,107

13,571

32,030

45,601

   Interest expense, net

2,465

2,397

4,862

12,338

16,179

28,517

Income tax expense (benefit)

1,062

9

1,071

39

28,933

28,972

EBITDA

(12,941

)

15,324

2,383

38,795

91,695

130,490

   Non-cash stock compensation expense

3,537

2,081

5,618

1,398

496

1,894

   Loss on disposal of assets & impairment charge

(92

)

55

(37

)

920

(224

)

696

   Unrealized gains on commodity derivatives

794

—

794

735

—

735

   Inventory fair value adjustments (9)

47,535

893

48,428

87,307

7,240

94,547

Adjusted EBITDA

$

38,833

$

18,353

$

57,186

$

129,155

$

99,207

$

228,362

Adjusted EBITDA attributable to noncontrolling interest

14,291

1,330

15,621

52,758

3,936

56,694

Adjusted EBITDA attributable to partners

24,542

17,023

41,565

76,397

95,271

171,668

Cash interest expense (8)

1,878

27,419

Income tax expense (current)(benefit)

99

537

Maintenance capital expenditures

174

8,351

Preacquisition earnings

27,610

23,841

Distributable cash flow attributable to partners

$

11,804

$

111,520

Transaction-related expenses

438

858

Distributable cash flow attributable to partners, as adjusted

$

12,242

$

112,378

(8)

Reflects the partnership’s cash interest paid less the cash interest paid on our VIE debt of $2.3 million during the three month period ended September 30, 2015.

(9)

Due to the change in fuel prices, we recorded a $48.4 million and $94.5 million write-down of the value of fuel inventory during the three months ended September 30, 2014 and 2015, respectively.

Three Months Ended

September 30, 2015

Nine Months Ended

September 30, 2015

Pro Forma

(unaudited)

(in thousands except gross profit per gallon)

Gross profit

Retail gross profit

$

113,508

$

256,608

Wholesale gross profit

63,388

203,041

Total pro forma fuel gross profit

$

176,896

$

459,649

Operating data

Motor fuel gallons sold:

Retail

353,641

1,060,297

Wholesale

608,397

1,788,579

Wholesale contract affiliated

90,387

262,367

Total pro forma fuel gallons

1,052,425

3,111,243

Motor fuel gross profit (cents per gallon) (1):

Retail

34.1¢

24.4¢

Wholesale

15.2¢

11.3¢

Wholesale contract affiliated

4.0¢

4.0¢

Pro forma volume-weighted average for all gallons

20.6¢

15.2¢

(1)

Excludes impact of inventory fair value adjustments consistent with the definition of Adjusted EBITDA. For the three months ended September 30, 2015 the retail and wholesale pro forma inventory fair value adjustments were $7.2 million and $32.6 million, respectively. For the nine months ended September 30, 2015 the retail and wholesale pro forma inventory fair value adjustments were $2.1 million and $10.4 million, respectively.

Low

High

Maintenance

$                   40

50

Growth

220

240

Total

$                 260

290