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Susser Holdings Corporation (NYSE: SUSS) and Energy Transfer Partners, L.P. (NYSE: ETP) today announced the preliminary results of the elections made by Susser common stockholders regarding their preference as to the form of merger consideration to be received in Energy Transfer Partners’ pending acquisition of Susser.
As previously announced on April 28, 2014, Susser Holdings Corporation entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. and certain other parties thereto. Pursuant to the merger agreement, Susser stockholders were entitled to elect to receive, (i) a combination of $40.125 in cash and 0.7253 of an ETP common unit (the “standard mix of consideration”), (ii) $80.25 in cash (a “cash election”) or (iii) 1.4506 ETP common units (a “unit election”), for each share of Susser common stock they own immediately prior to the merger. The deadline for making this election was 5:00 p.m. Eastern Time on August 25, 2014 (the “Election Deadline”).
Based on available information as of the Election Deadline, the preliminary merger consideration election results are as follows:
Holders of approximately 7% of the outstanding shares of Susser common stock, or 1,489,061 shares of common stock, elected the standard mix of consideration;
Holders of approximately 1% of the outstanding shares of Susser common stock, or 264,840 shares of common stock, made a cash election; and
Holders of approximately 85% of the outstanding shares of Susser common stock, or 18,576,197 shares of common stock, made a unit election.
Holders of approximately 7% of the outstanding shares of Susser common stock, or 1,464,477 shares of common stock, failed to make a valid election prior to the Election Deadline and therefore are deemed to have elected the standard mix of consideration.
Because the unit election was oversubscribed, the consideration to be received by the holders who made the unit election will be prorated pursuant to the terms set forth in the merger agreement and as further described in the proxy statement/prospectus of Susser and ETP, dated July 30, 2014. Based on the number of shares of Susser common stock outstanding as of August 22, 2014 and the proration process set forth in the merger agreement, approximately 50% of the shares of Susser common stock for which a unit election was made will be converted into the right to receive cash, and approximately 50% of the shares of Susser common stock for which a unit election was made will be converted into the right to receive Energy Transfer Partners common units. The final proration numbers may vary significantly based upon the number of shares for which an election was made pursuant to the guaranteed delivery procedures to the extent such shares are not timely delivered following the Election Deadline.