Slide 1: Susser Holdings Drop Down: Investor Presentation
SUSSER HOLDINGS DROP DOWN: INVESTOR PRESENTATION July 31, 2015
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”), Energy Transfer Partners, L.P. (“ETP”) and their respective affiliates that involve risks, uncertainties and assumptions, including, without limitation, our discuss
Slide 3: Non-GAAP Measures and Explanatory Note Regarding Presentation Scope and Format
NON-GAAP MEASURES AND EXPLANATORY NOTE REGARDING PRESENTATION SCOPE AND FORMAT This presentation includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those measures to the most directly comparable GAAP measures is provided in the appendix to this presen
Slide 4: Transaction Overview
TRANSACTION OVERVIEW On July 14, 2015 we entered into a contribution agreement with Energy Transfer Partners, L.P. and certain of its subsidiaries (collectively, “ETP”) to acquire 100% of the outstanding capital stock of Susser Holdings Corporation (“Susser”) (the “Susser Acquisition”) Includes
Slide 5: The SUN Transformation Is Well Underway
THE SUN TRANSFORMATION IS WELL UNDERWAY August 29, 2014: ETP acquired Susser Holdings (“Susser”), announced plan to drop Susser and Sunoco Inc. businesses into SUN September 25, 2014: SUN closed a new 5-year, $1.25 billion Credit Facility. April 10, 2015: SUN amended its Credit Facility and expanded
Slide 6: Drop Down #3: Susser
DROP DOWN #3: SUSSER 6 6
Slide 7: Drop Down #3: Susser
DROP DOWN #3: SUSSER Overview Geographic Footprint (1) Susser engages in the operation of retail convenience stores, wholesale consignment sales, and transportation in Texas, Oklahoma and New Mexico 679 retail sites Among the leading operators of C-store chains in the U.S. Superior food offe
Slide 8: Susser: A Platform for Significant Growth
SUSSER: A PLATFORM FOR SIGNIFICANT GROWTH Organic and Acquired Growth Susser provides a platform for significant growth Robust organic growth through new-to-industry store build program Successful track record of acquiring growth Trending towards larger, more profitable store layouts Avera
Slide 9: Stripes: Strong Track Record of Same Store Sales Growth
STRIPES: STRONG TRACK RECORD OF SAME STORE SALES GROWTH Overview Food Service Sales (1) 26 straight years of same store sales growth $300 $250 Above industry average inside-sales business $200 Laredo Taco Company helps drive same $150 $285 store sales growth through customer $100 $243 $188 $21
Slide 10: Generating Growth Through Integration and Execution of Strategy
GENERATING GROWTH THROUGH INTEGRATION AND EXECUTION OF STRATEGY… Key Drivers Average Fuel Gallons Sold per Susser Retail Store (000s) Leveraging powerful fuel brands 1,800 1,705 1,700 1,669 Significant scale in procurement 1,578 1,600 1,491 New large-scale store format enables growth 1,500 1,4
Slide 11: ...Resulting in Consistent Growth
…RESULTING IN CONSISTENT GROWTH Merchandise Same Store Sales Growth (1) 8.0% 7.4% 6.7% 5.6% 5.8% 5.8% 5.8% 6.1% 5.0% 4.2% 4.0% 4.4% 3.9% 3.4% 2.2% 2.4% 1.9% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2011 2012 2013 2014 2015 Annual Growth 26.0% 29.0% 12.8% 22.0% Average Retail Gallons Per St
Slide 12: SUN Strategic Plan
SUN STRATEGIC PLAN 12
Slide 13: Strategic Growth Is Underway at SUN
STRATEGIC GROWTH IS UNDERWAY AT SUN… SUN (1) MACS / Aloha 31.58% of Susser Holdings SUN Today Tigermarket Petroleum, Ltd. Sunoco LLC Corp Date August 29, October 1, December 16, April 1, 2015 July 31, 2015 2014 2014 2014 Description Wholesale fuel Retail Leading gasoline Legacy Retail convenience Re
Slide 14: ...With a Geographically Diverse Platform for Future Drop Down Growth
… WITH A GEOGRAPHICALLY DIVERSE PLATFORM FOR FUTURE DROP DOWN GROWTH Current SUN Drop #3: Susser Holdings SUN Pro Forma FYE 12/31/14 Adjusted $307 (1) $161 $468 EBITDA ($MM): FYE 12/31/14 Motor 3,001(2) 1,157 4,158 Fuel Sales (MM Gallons): FYE 12/31/14 $183 (2) $1,248 $1,431 Merchandise Sales ($MM):
Slide 15: Organic Growth, Acquisitions and Drop Downs Have Meaningfully Increased Cash Flow, Scale and Diversity
ORGANIC GROWTH, ACQUISITIONS AND DROP DOWNS HAVE MEANINGFULLY INCREASED CASH FLOW, SCALE AND DIVERSITY… Adjusted EBITDA ($MM) Gallons Sold (MM) SUN MACS & Aloha 31.58% Sunoco LLC Susser SUN MACS & Aloha 31.58% Sunoco LLC Susser 468 4,158 1,157 161 3,001 97 1,666 1,666 1,335 656 656 656 210 122 679 6
Slide 16: ...And Diversified Lines of Business Generate a Portfolio of Stable Cash Flows
…AND DIVERSIFIED LINES OF BUSINESS GENERATE A PORTFOLIO OF STABLE CASH FLOWS Gross Profit Contribution By Channel (FY 2014) Current SUN (1) SUN Pro Forma (2) 7% 11% 17% 24% 11% 42% 27% 61% Total = $529 million Total = $1,307 million Retail Fuel Wholesale Fuel Merch & Other C-Store Rent (1) Pro Forma
Slide 17: Significant Additional Scale Opportunity for SUN
SIGNIFICANT ADDITIONAL SCALE OPPORTUNITY FOR SUN Site Count as of June 30, 2015 SUN Sites (SUN + MACS / Assets Held at Company Operated Susser ETP(1) Total Tiger + Aloha + 31.58% Sunoco LLC) Dealer / Distributor Operated Coop 157 679 440 1,276 6 SUN Terminals Third Party 2,233 85 3,139 5,457 Total S
Slide 18: SUN Pro Forma Wholesale and Retail Margins Are Resilient Through Commodity Cycles
SUN PRO FORMA WHOLESALE AND RETAIL MARGINS ARE RESILIENT THROUGH COMMODITY CYCLES Cents/gal $/bbl 30 150 25 130 20 110 15 90 10 70 5 50 0 30 2006 2007 2008 2009 2010 2011 2012 2013 2014 WTI ($/bbl) Susser (cents/gal) Pro Forma SUN Retail Margins (cents/gal) Wholesale Margin (cents/gal) Note: Wholesa
Slide 19: Diversified Sales Channels Provide a Strong Business Profile
DIVERSIFIED SALES CHANNELS PROVIDE A STRONG BUSINESS PROFILE SUN Pro Forma Gallons Sold by Channel (1) Wholesale “Company Owned (2) / Dealer Operated” - Earn fuel margin and rental income from long-term fuel supply and lease arrangement. Dealer operates under Sunoco or other major fuel brand. Deal
Slide 20: Key Investment Highlights
KEY INVESTMENT HIGHLIGHTS Leading Position in SUN owns and represents some of the most iconic brands in the motor fuels industry an Attractive Industry wide non-fuel retail sales are strong and growing Industry Senior management has an average of more than 24 years of combined retail and whole
Slide 21: Energy Transfer Is Heavily Vested in the Long Term Success of SUN
ENERGY TRANSFER IS HEAVILY VESTED IN THE LONG TERM SUCCESS OF SUN Energy Transfer’s Interests are Clearly Aligned with SUN’s Provides Experienced Flexibility Team that has Around Capital Managed Structure and Acquisitions, Future Drop ETP owns SUN’s Integrations, Down GP + IDRs(1) and Transitions Co
Slide 22: Sunoco LP Strategy
SUNOCO LP STRATEGY Stability Visible Growth • Strong and resilient industry • Meaningful growth achievable fundamentals through significant inventory of drops from ETP • Historical stability of fuel margins • Ability to pursue combined retail / • Large-cap investment grade wholesale asset acquisitio
Slide 23: Sunoco LP Is a Key Player in the Motor Fuels Value Chain
SUNOCO LP IS A KEY PLAYER IN THE MOTOR FUELS VALUE CHAIN Crude Oil Refining Storage and Wholesale Retail Production Transportation Distribution SUN operates within the wholesale and retail distribution segments of the motor fuels value chain Largely generating profit margin by distributing motor
Slide 24: Appendix
APPENDIX 24
Slide 25: Summary Org Structure
SUMMARY ORG STRUCTURE Publicly Traded MLP Energy Transfer Equity, L.P. (NYSE: ETE) Public Unitholders Energy Transfer Partners, L.P. 55.9% LP (NYSE: ETP) Interest 44.1% LP Interest (1) 100% GP Interest, IDRs ETP Retail Marketing Segment Sunoco LP (2) (NYSE: SUN) Susser Petroleum Operating Company LL
Slide 26: Multiple Avenues for Organic Growth
MULTIPLE AVENUES FOR ORGANIC GROWTH New to Industry (“NTI”) Raze & Rebuilds Targeted in high growth markets with favorable Increases returns on existing sites with attractive demographics volume and customer traffic NTI growth allows for more open and modern store Frequently in established m
Slide 27: SUN LP Poised to Hold a Leading Position in a Stable & Thriving C-Store Industry
SUN LP POISED TO HOLD A LEADING POSITION IN A STABLE & THRIVING C-STORE INDUSTRY Resilient industry growth ‒ 2014 marked the 12th consecutive year of industry-wide merchandise sales growth Increasing demand for convenience and improved foodservice offerings continues to drive merchandise sales g
Slide 28: Brand Portfolio with Powerful Reach and Strength
BRAND PORTFOLIO WITH POWERFUL REACH AND STRENGTH Brand equity and presence spans fuel, food service and convenience store platforms Sunoco ranks in the top 100 U.S. brands in both familiarity and favorability (1) Second among fuel brands Unique sponsorships provide a powerful growth platform
Slide 29: Sunoco LP Reconciliation of Net Income to Adjusted EBITDA
SUNOCO LP RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA ($ in Thousands) Predecessor Successor Pro Forma Fiscal Year Fiscal Year Fiscal Year Combined Actual Combined Actual Ended Ended Ended Results Results December 31, December 31, December 31, for the Twelve Months for the Twelve Months Ended De
Slide 30: Sunoco LLC Reconciliation of Net Income to Adjusted EBITDA
SUNOCO LLC RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA ($ in Thousands) Fiscal Year Ended December 31, 2014 Net income (loss) $36,732 Depreciation, amortization and accretion 50,547 Income tax expense 44,862 EBITDA 132,141 Non‐cash unit based compensation 1,048 Unrealized gains on commodity deri
Slide 31: Susser Reconciliation of Net Income to Adjusted EBITDA
SUSSER RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA ($ in Thousands) Historical (1) Pro Forma Adjustments Pro Forma Memo ‐ EBITDA and DCF reconciliation Susser SUN (2) Adjustments (3) Susser Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended December 31, December 31, December 31, 2014 2014 201