Susser to Gather Stockholders to Consider 'Proposed' ETP Deal
$1.8 billion deal could still be terminated under certain circumstances
CORPUS CHRISTI, Texas -- Susser Holdings Corp. has announced it has set Aug. 28 as the date for a special meeting of its stockholders to consider and vote on the proposed acquisition of Susser by Energy Transfer Partners LP (ETP).
The company will hold the meeting at its corporate offices in Corpus Christi, Texas. Susser Holdings stockholders of record as of July 22, 2014, are entitled to vote at the special meeting.
In April, ETP entered into an agreement to acquire Susser Holdings in a transaction valued at approximately $1.8 billion.
The deal is subject to approval by Susser's stockholders and certain other customary closing conditions.
According to Susser Holdings' U.S. Securities & Exchange Commission (SEC) filing, the transaction can be terminated in the following circumstances:
- Mutual agreement of ETP and Susser.
- Termination by either party if the merger has not closed by Nov. 30, 2014, which may be extended to Jan. 31, 2015, in certain circumstances.
- Termination by either party, if a permanent injunction has been issued prohibiting the merger.
- Stockholder no vote; if Susser stockholders fail to adopt the merger agreement at the Susser special meeting.
- Termination by Susser, prior to Susser stockholder approval of the merger, in order to accept a superior offer, but Susser must have first negotiated with ETP for 72 hours (to the extent ETP desires to negotiate) to modify the current transaction and, prior to terminating the merger agreement, must have paid to ETP the $68 million breakup fee.
- Termination by ETP, if the Susser board of directors changes its recommendation to the Susser stockholders to vote for the merger.
- Termination by either party, if the other party has breached its representations or covenants in a way that causes a closing condition to fail, including a willful and material breach by Susser.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of ETP and Susser Holdings, stockholders 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. They must deliver a completed election form to Aug. 25.
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.