OREANDA-NEWS. September 09, 2014. Energy Transfer Partners, L.P. (NYSE:ETP) and Susser Holdings Corporation (NYSE:SUSS) today announced the successful completion of the previously announced merger of an indirect wholly owned subsidiary of ETP, with and into Susser, with Susser surviving the merger as a subsidiary of ETP.

As previously announced on April 28, 2014, Susser entered into a merger agreement with ETP. Under the terms of the merger agreement, Susser shareholders were able to receive, for each Susser common share they owned, a combination of USD 40.125 in cash and 0.7253 of an ETP common unit (the “Standard Mix of Consideration”). In lieu of receiving this Standard Mix of Consideration, Susser shareholders, for each Susser common share they owned, could make an election to receive \\$80.25 in cash (the “Cash Consideration”) or 1.4506 ETP common units (the “Unit Consideration”), with such Cash Consideration and Unit Consideration subject to proration in accordance with the merger agreement. Because the Unit Consideration was oversubscribed, all holders making a unit election will have their Unit Consideration prorated and a portion of it will be substituted with cash in accordance with the terms of the merger agreement. Based on the final results of the merger consideration elections:

holders of approximately 7% of outstanding Susser shares, or approximately 1,477,710 shares, elected to and will receive the Standard Mix of Consideration;

holders of approximately 1% of outstanding Susser shares, or approximately 264,536 shares, elected to and will receive the Cash Consideration;

holders of approximately 79% of outstanding Susser shares, or approximately 17,183,117 shares, elected the Unit Consideration and will receive USD 39.51 in cash and 0.7365 of an ETP common unit; and

holders of approximately 13% of outstanding Susser shares, or approximately 2,869,212 shares made no election and will receive the Standard Mix of Consideration.

In the aggregate, Susser shareholders will receive 50% of the merger consideration in cash and 50% in ETP common units. The total consideration to be paid in cash will be approximately \\$875 million and the total consideration to be paid in equity will be approximately 15,807,605 ETP common units.

Effective with the opening of the market today, Susser ceased to be a publicly traded company and its common stock discontinued trading on the NYSE.

Barclays and Credit Suisse acted as financial advisors, Morgan Stanley & Co. LLC delivered a fairness opinion to the Board of ETP. Vinson & Elkins acted as legal counsel to ETP, and Bingham McCutchen acted as tax counsel to ETP. BofA Merrill Lynch acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal counsel to Susser.