Settlement Diffuses Threat to Susser-ETP Merger

Susser Holdings files additional disclosures with SEC to settle stockholder lawsuits

Greg Lindenberg, Editor, CSP

Susser (CSP Daily News / Convenience Stores)

CORPUS CHRISTI, Texas -- To help move its merger with Energy Transfer Partners LP (ETP) forward and to clear any potential obstacles to its completion, Susser Holdings Corp. has settled a consolidated stockholder lawsuit filed in the Delaware Court of Chancery over the impending mega-deal. As part of that settlement, Susser Holdings has agreed to release additional supplemental disclosures, the company said in a statement filed with the U.S. Securities & Exchange Commission on Monday.

In April, ETP entered into an agreement to acquire Susser Holdings in a transaction valued at approximately $1.8 billion.

According to the filing, the plaintiffs in the suit generally allege that the defendants, directors of Susser, breached their fiduciary duties of loyalty, due care and good faith owed to Susser’s stockholders by allegedly approving the merger agreement at an unfair price and through an unfair process, failing to conduct a reasonably informed evaluation of whether the merger was in the best interests of Susser stockholders, failing to fully disclose all material information to stockholders, acting in bad faith and for improper motives to secure material benefits not shared by other Susser stockholders, discouraging other strategic alternatives, taking steps to avoid competitive bidding, and agreeing to allegedly unreasonable deal protection devices.

They also allege that ETP aided and abetted the alleged breaches of fiduciary duties.

On Aug. 18, the parties to the consolidated action entered into a memorandum of understanding regarding the settlement.

Susser said it believes that the allegations are "without merit" and that no further disclosure is required by law; however, "to avoid the risk that the putative stockholder class actions may delay or otherwise adversely affect the consummation of the merger and to minimize the expense of defending such action, Susser has agreed, pursuant to the terms of the proposed settlement, to make certain supplemental disclosures related to the proposed merger."

Click here to view the original filing.

Click here to view the amended filing.

Dallas-based ETP is a master limited partnership (MLP) owning and operating one of the largest and most diversified portfolios of energy assets in the United States, including the Sunoco retail network of gas stations and convenience stores on the East Coast.

Susser Holdings operates approximately 635 convenience stores in Texas, New Mexico and Oklahoma under the Stripes and Sac-N-Pac banners. Restaurant service is available in more than 405 of its stores, primarily under the proprietary Laredo Taco Co. brand. Susser Holdings also is majority owner and owns the general partner of Susser Petroleum Partners, which distributes approximately 1.6 billion gallons of motor fuel annually to Stripes stores, independently operated consignment locations, convenience stores and retail fuel outlets operated by independent operators and other commercial customers in Texas, New Mexico, Oklahoma and Louisiana.

Part of CSP's 2014 Convenience Top 101 retailers