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SUSSER PETROLEUM PARTNERS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits

September 4, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On August 28, 2014, the Partnership entered into that certain Amendment No. 2 to Credit Agreement, among the Partnership, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the "Amendment"). The Amendment amends that certain Revolving Credit Agreement, dated as of September 25, 2012, among the Partnership, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, as amended prior to the date hereof.

The Amendment, among other things, (i) changes the definition of "Change of Control" to permit the Partnership to consummate the Merger and (ii) revises the transactions with affiliates covenant to permit the Partnership to engage in certain non-material transactions with ETP and its subsidiaries.

The foregoing summary of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in their entirety by, the full text of the agreements, which is filed as Exhibit Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

On August 29, 2014, pursuant to the terms of the Merger Agreement, the Merger was consummated and, at the effective time of the Merger (the "Effective Time"), ETP indirectly acquired all of the equity interests in the General Partner, as well as a non-economic general partner interest, all of the incentive distribution rights and a 50.2% limited partner interest in the Partnership. The aggregate purchase price paid in the Merger by ETP was approximately $1.8 billion, which purchase price was funded by ETP common units, funds from ETP's revolving credit facility and cash on hand.

ETP, through its ownership interest in the General Partner, has the ability to appoint all of the members of the board of directors of the General Partner.

To the extent required, the information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time of the Merger, each of the members of board of directors of the General Partner (the "Board"), other than Sam L. Susser, resigned from the Board and ceased to be directors of the Partnership. These directors are: David P. Engel; Rob L. Jones; Frank A. Risch; Armand S. Shapiro; Bryan F. Smith, Jr.; and Sam J. Susser. These resignations were not a result of any disagreements between the General Partner and the directors on any matter relating to the General Partner's operations, policies or practices. Mr. Susser will retain his role as Chairman of the Board.

Effective on August 29, 2014, the following individuals were appointed to the Board: Robert W. Owens; Marshall (Mackie) McCrea III; Christopher Curia; Martin Salinas, Jr.; K. Rick Turner; Matthew S. Ramsey; and William P. Williams.

Following the Effective Time pursuant to the Merger Agreement, ETP controls, and also owns a majority limited partner interest in, the Partnership. Mr. Ramsey was appointed as a member and chairman of the General Partner's Audit Committee, and Mr. Turner and Mr. Williams were appointed as members of the Audit Committee. Mr. Turner was appointed as a member and chairman of the General Partner's Compensation Committee, and Mr. Ramsey was appointed as member of the Compensation Committee.

There is no arrangement or understanding between any of these newly elected directors, and any other person pursuant to which such directors were elected. There are no relationships regarding Messrs. Susser, Owens, McCrea, Curia, Salinas, Turner, Ramsey and Williams that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Effective August 29, 2014, in connection with Merger, the following management changes occurred: (i) Rocky B. Dewbre was appointed Executive Vice President -Channel Operations of the General Partner and (ii) Gail S. Workman was appointed Senior Vice President-Sales and Operations of the General Partner. In addition, as previously disclosed, E.V. Bonner, Jr., who served as an officer of the General Partner prior to the closing of the Merger, has left the Partnership. These changes were not a result of any disagreements between the General Partner and the officers on any matter relating to the General Partner's operations, policies or practices.

Effective on August 29, 2014, Robert W. Owens was appointed as President and Chief Executive Officer of the General Partner. Mr. Owens, 61, is President and Chief Executive Officer of Sunoco, Inc, which is a wholly owned subsidiary of ETP.

There are no relationships regarding the aforementioned new directors and officers of the General Partner that would require disclosure pursuant to Item 401(d) of Regulation S-K.

The compensation arrangements of the aforementioned new directors and officers of the General Partner have not yet been determined.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 10.1 Amendment No. 2 to Credit Agreement, among the Partnership, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.



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